U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: March 31, 2006

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from ___ to ____



                        COMMISSION FILE NUMBER 000-22281

                  ---------------------------------------------

                                 24HOLDINGS INC.

        (Exact name of small business issuer as specified in its charter)



                 Delaware                                   33-0726608
                 --------                                   ----------
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)


     c/o Kirk M. Warshaw
     47 School Avenue
     Chatham, New Jersey                                      07928
     -------------------                                      -----
     (Address of principal executive offices)               (zip code)

                 Issuer's telephone number, including area code:
                                 (973) 635-4047


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |X|
No | |.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).   Yes [X] No [ ]

State the number of shares outstanding of issuer's common equity as of the last
practicable date: As of May 12, 2006, there were 96,147,396 shares of common
stock outstanding.

Transactional Small Business Disclosure Format (Check One): Yes [ ] No [X]

<PAGE>

                                 24HOLDINGS INC.
                         Quarterly Report on Form 10-QSB
                          Quarter Ended March 31, 2006

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
                                                                                          Page
ITEM 1.  FINANCIAL STATEMENTS                                                             ----

<S>         <C>                                                                            <C>
            Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005           3

            Statement of Operations for the Three Months Ended
            March 31, 2006 and 2005 (unaudited)                                             4

            Statement of Cash Flows for Three Months Ended
            March 31, 2006 and 2005 (unaudited)                                             5

            NOTES TO FINANCIAL STATEMENTS                                                   6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                         10

ITEM 3.  CONTROLS AND PROCEDURES                                                           11

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                                 12
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                       12
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                   12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                               12
ITEM 5.  OTHER INFORMATION                                                                 12
ITEM 6.  EXHIBITS                                                                          12

SIGNATURES                                                                                 13
</TABLE>


                           FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-QSB are
"forward-looking statements" regarding the plans and objectives of management
for future operations and market trends and expectations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving the continued
expansion of our business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives and plans will be achieved. We undertake
no obligation to revise or update publicly any forward-looking statements for
any reason. The terms "we", "our", "us", or any derivative thereof, as used
herein refer to 24Holdings Inc., a Delaware corporation, and its predecessors.

                                       2
<PAGE>

PART I - FINANCIAL INFORMATION:

ITEM 1. FINANCIAL STATEMENTS:

                                 24HOLDINGS INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
------


                                                                 MARCH 31, 2006        DECEMBER 31, 2005
                                                                   (UNAUDITED)

<S>                                                               <C>                    <C>
Current Assets:
Cash and cash equivalents                                         $     66,811           $    100,000
Other receivable - related party                                          --                    7,500
                                                                  ------------           ------------
Total Current Assets                                                    66,811                107,500
                                                                  ------------           ------------
Total Assets                                                      $     66,811           $    107,500
                                                                  ============           ============



LIABILITIES AND STOCKHOLDER'S DEFICIT
-------------------------------------

Current Liabilities:
Accrued expenses                                                  $      8,000           $     35,640
                                                                  ------------           ------------
TOTAL CURRENT LIABILITIES                                                8,000                 35,640

Convertible Preferred stock; $0.001 par value, 5,000,000
authorized, 594,879 and 344,879 shares issued and                      249,628                230,878
outstanding, respectively                                         ------------           ------------

TOTAL LIABILITIES                                                      257,628                266,518

SHAREHOLDERS' DEFICIT:
Common stock, $.001 par value; 100,000,000 shares
authorized, 96,147,396 and 94,147,396 shares issued and                 36,742                 36,742
outstanding, respectively
Additional paid-in capital                                          10,362,233             10,362,233
Accumulated Deficit                                                (10,589,792)           (10,557,994)
                                                                  ------------           ------------

TOTAL SHAREHOLDERS' DEFICIT                                           (190,817)              (159,018)
                                                                  ------------           ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                       $     66,811           $    107,500
                                                                  ============           ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                                 24HOLDINGS INC.
                             STATEMENT OF OPERATIONS
                                  (unauditied)



<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED MARCH 31,
                                                                               2006                   2005
                                                                           ------------           ------------

<S>                                                                        <C>                    <C>
Revenues                                                                   $       --             $       --

Expenses
General and administrative                                                       31,799                 10,443
                                                                           ------------           ------------
Total operating expenses                                                         31,799                 10,443
                                                                           ------------           ------------
Loss from continuing operations                                                 (31,799)               (10,443)
Loss from discontinued operations, net of taxes                                    --                 (195,015)
Net loss per share - basic and diluted, continuing
and discontinued operations                                                $    (31,799)          $   (205,458)
                                                                           ============           ============
Weighted average number of shares outstanding - basic and diluted            96,147,396             96,147,396
Net loss per share:
   basic and diluted common share                                             $  (0.00)           $      (0.00)
                                                                           ============           ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                                 24HOLDINGS INC
                             STATEMENT OF CASH FLOWS
                                   (unaudited)



<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED MARCH 31,
                                                              2006                2005
                                                           ---------           ---------

<S>                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $ (31,799)          $(206,072)
Depreciation                                                    --                (7,039)
Foreign currency translation                                    --                  (674)
Preferred shares issued for services                          18,750
Changes in operating assets and liabilities:
Accounts receivable                                            7,500              26,017
Prepaid expenses                                                --                (9,177)
Inventory                                                       --               150,044
Decrease in accrued expenses                                 (27,640)           (206,384)
                                                           ---------           ---------
NET CASH USED IN OPERATING ACTIVITIES                        (33,189)           (253,285)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments/advances on credit facility                         --                79,935
   Proceeds from related party loan                             --                80,903
                                                           ---------           ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       --               160,838
                                                           ---------           ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (33,189)            (92,447)
                                                           =========           =========

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD             100,000              95,032
CASH AND CASH EQUIVALENTS AT END OF YEAR                   $  66,811           $   2,585
                                                           =========           =========



Supplemental disclosure of cash flow information:
Interest paid                                              $    --             $    --
Income taxes paid                                          $    --             $    --
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY:

24Holdings  Inc.  is a  Delaware  corporation  formerly  known  as  Scoop,  Inc.
("24Holdings"  or  the  "Company").  In  April  2001  Scoop,  Inc.  amended  its
Certificate  of  Incorporation  to change its name to 24Holdings  Inc.  Prior to
September  30, 2005,  24Holdings  was a holding  company which owned 100% of the
capital stock of 24STORE (Europe) Limited, a company incorporated under the laws
of England formerly known as 24STORE.com Limited ("24STORE").  24STORE commenced
business  operations  in 1996 and  focused  on the sale of  media  products  and
business  information  services.  Commencing in July 1998, the Company underwent
voluntary  reorganization under Chapter 11 of the United States Bankruptcy Code.
In accordance with the Plan of Reorganization  approved by the Bankruptcy Court,
in December 1999, InfiniCom,  AB, a Swedish registered company,  acquired 91% of
the  outstanding  stock of the  Company  in  exchange  for 100% of the  stock of
24STORE.  Subsequent to Infinicom,  AB's acquisition in 1999 and until September
30, 2005,  the business  operations  of 24STORE,  which  represented  all of the
Company's operations, were devoted to supplying business customers with computer
and electronics products.

The interim  financial  information as of March 31, 2006 and for the three-month
periods ended March 31, 2006 and 2005 has been prepared without audit,  pursuant
to the rules and  regulations  of the Securities  and Exchange  Commission  (the
"SEC").  Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although  we believe  that the  disclosures  made are  adequate to
provide for fair  presentation.  These  financial  statements  should be read in
conjunction with the financial statements and the notes thereto, included in the
Company's  Annual  Report on Form 10-KSB for the year ended  December  31, 2005,
previously filed with the SEC.

In the opinion of management,  all adjustments  (which include normal  recurring
adjustments)  necessary to present a fair statement of financial  position as of
March 31, 2006,  and results of  operations  and cash flows for the three months
ended March 31, 2006 and 2005,  as  applicable,  have been made.  The results of
operations  for the  three  months  ended  March  31,  2006 are not  necessarily
indicative  of the  operating  results  that may be expected for the full fiscal
year or any future periods.

CHANGE OF OWNERSHIP TRANSACTIONS

On May 26, 2005, we entered into a series of agreements  with  Infinicom,  AB in
connection  with  our  sale of all of the  outstanding  stock  of  24STORE  (the
"24STORE  Sale") and  separately,  the assignment and transfer of all rights and
title to certain trademarks and domain names (the "IP Assets") that we held (the
"IP Assignment").  Pursuant to the terms of the 24STORE Sale, Infinicom, AB paid
us $100,000 for our 24STORE shares and pursuant to the IP Assignment,  we agreed
transfer the IP Assets in  consideration  for a set-off  against all outstanding
and  contingent  liabilities  then owed to Infinicom,  AB,  determined as of the
closing date of the 24STORE Sale.

On May 26,  2005,  we also entered a Preferred  Stock  Purchase  Agreement  with
Infinicom AB, (the "Preferred Stock  Agreement")  pursuant to which we agreed to
sell to Infinicom,  AB,  344,595  shares of our series A  convertible  preferred
stock,  par value  $0.001 (the  "Series A Preferred  Stock") in exchange for the
discharge of $230,879 of outstanding  debt owed to Infinicom,  AB. Each share of
the Series A Preferred Stock is convertible  into 100 shares of our common stock
at the holder's option.

On February 1, 2006, a total of 250,000 shares of Series A Preferred  Stock were
authorized for issuance to two individuals who provided services to the Company.
Upon the Company  effectuating  an amendment to increase the number of shares of
preferred shares designated as Series A Preferred Stock from 500,000 to 600,000,
it will issue 150,000 shares of the Series A Preferred Stock to Arnold Kling and
100,000 shares of the Series A Preferred Stock to Kirk Warshaw for their work as
the Company's President and Chief Financial Officer, respectively. Each share of
Series A Preferred Stock is convertible, at the holder's option, into 100 shares
of our common  stock.  Mr.  Kling's  services  were  valued at  $11,250  and Mr.
Warshaw's  services  were  valued at $7,500.  Such  preferred  shares  were also
recorded as a liability  pursuant to EITF 00-19 until the Company  increases the
authorized shares of common stock.

Our authorized  capitalization  currently consists of 100,000,000 common shares;
as a result we do not have adequate  shares to facilitate  the conversion of all
these preferred shares  outstanding  into the 59,487,900  shares of common stock
that they are convertible. Since such conversion terms of the Series A Preferred
Stock  will  require  more  common  shares  to  be  issued  than  are  currently
authorized,  the $249,628 of indebtedness  converted to Series A Preferred Stock
has been recorded on our balance sheet March 31, 2006 as a long term  liability.
This will be reclassified, pursuant to EITF 00-19, in the event that the Company
increases its authorized common shares.

                                       6
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY (continued):

On May 26, 2005, Infinicom, AB, the Company, Moyo Partners, LLC ("Moyo") and R&R
Biotech Partners,  LLC ("R&R", and together with Moyo, the "Purchasers") entered
into a Common Stock Purchase  Agreement (the "Common Stock agreement")  pursuant
to which, Infinicom agreed to sell to the Purchasers an aggregate of 109,171,181
shares of common  stock of the Company  (which  included  shares  issuable  upon
conversion of the Series A Preferred Stock) which would represent  approximately
83.6% of the then issued and  outstanding  shares of common stock of the Company
(the  "Infinicom  Sale").  In turn,  the  Purchasers  would pay to Infinicom (i)
$500,000 in cash,  and (ii) cause the  issuance of shares of common stock of the
Company which would represent 1% of the issued and outstanding  shares of common
stock of the Company on a fully diluted basis, upon the closing of a merger with
one or more as yet unidentified  private  unaffiliated  operating companies that
the  Purchasers  intended to cause the Company to enter into  subsequent  to the
closing of the Sale.  The  consummation  of the Infinicom Sale was contingent on
the contemporaneous closing of the 24STORE Sale and the IP Assignment.

On September 30, 2005,  the Company and Infinicom AB completed the  transactions
contemplated  in the 24STORE  Sale,  the IP Assignment  and the Preferred  Stock
Agreement as described above. Infinicom,  AB, agreed to forgive $603,830 of debt
the Company owed to them in consideration of the IP Assignment.

Effective September 30, 2005,  Infinicom completed the sale to the Purchasers of
74,711,681 shares of common stock of the Company (which represented 77.7% of the
96,147,395 shares of common stock then outstanding) and 344,595 shares of Series
A Preferred  Stock,  constituting  83.6% in the aggregate of the then issued and
outstanding common stock of the Company, assuming the conversion of the Series A
Preferred  Stock  into  34,459,500  shares of  common  stock.  As a result,  the
Purchasers acquired control of the Company from Infinicom, with R&R beneficially
owning  87,336,945  shares of common stock  (assuming  the  conversion by R&R of
275,676  shares of Series A  Preferred  Stock into  27,567,600  shares of common
stock)  constituting  66.9% of the then issued and outstanding  shares of common
stock of the Company,  and Moyo  beneficially  owning  21,834,236  (assuming the
conversion by Moyo of 68,919 shares of Series A Preferred  Stock into  6,891,900
shares of common stock)  constituting  16.7% of the then issued and  outstanding
shares of common stock of the Company.

Effective  September  30, 2005 Urban von Euler  resigned as our  President and a
Director but remained our Chief Executive Officer. Also, effective September 30,
2005,  Larsake  Sandin  resigned as a Director and each of Arnold Kling and Kirk
Warshaw  were  appointed  as  Directors  of the  Company.  On November 21, 2005,
effective  with the filing of our  September  30, 2005 Form 10-Q,  Mr. von Euler
resigned as Chief  Executive  Officer and Mr. Kling was appointed  President and
Mr. Warshaw was appointed Chief Financial Officer and Secretary. As of that same
date, we relocated our headquarters to Chatham, New Jersey.

THE COMPANY TODAY

Since  September 30, 2005, our purpose has been to serve as a vehicle to acquire
an  operating  business  and is  currently  considered  a "shell" or blank check
company  inasmuch as we are not  generating  revenues,  do not own an  operating
business,  and have no  specific  plan  other  than to  engage  in a  merger  or
acquisition transaction with a yet-to-be identified company or business. We have
no employees and no material assets.

Commencing  with the quarter ended June 30, 2004, all of the Company's  computer
related  business  services  activities  have been accounted for as Discontinued
Operations.  As such, all of the prior activity has been shown in the financials
as one line item that is labeled  "Income (Loss) from  Discontinued  Operations,
net of taxes." The  activities of the Company since  September 2005 are shown in
the  income   statement   under  the  section   labeled  "Loss  from  Continuing
Operations."  These amounts are for expenses  incurred since  September 30, 2005
and are of the  nature we  expect to incur in the  future,  whereas  the  Income
(loss) from Discontinued Operations are from activities we are no longer engaged
in.

                                       7
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                  (unauditied)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company's  accounting policies are in accordance with accounting  principles
generally  accepted in the United States of America  (U.S.).  Outlined below are
those policies considered particularly significant.

    (a) Principles of Consolidation:

        The accompanying  consolidated financial statements include the accounts
        of  24Holdings  Inc.  and  subsidiary.   All  significant   intercompany
        transactions and accounts have been eliminated. The financial statements
        of the entities owned outside the U.S. are generally  measured using the
        local currency as the functional currency.

        Accordingly,  assets and liabilities are translated at year-end exchange
        rates and operating  statement items are translated at average  exchange
        rates prevailing during the year. The resulting translation  adjustments
        are  recorded  as  other  comprehensive  income.   Exchange  adjustments
        resulting from foreign currency are included in the determination of net
        income (loss).

        As discussed,  the Company sold its subsidiary on September 30, 2005 and
        is reporting consolidated  information for the reporting periods of 2005
        only.

    (b) Revenue Recognition

        All revenue is generated by 24Store, the UK subsidiary, and therefore is
        included in Discontinued Operations.

    (c) Use of Estimates:

        In  preparing   financial   statements  in  accordance  with  accounting
        principles   generally   accepted  in  the  United  States  of  America,
        management makes certain  estimates and assumptions,  where  applicable,
        that  affect  the  reported   amounts  of  assets  and  liabilities  and
        disclosures  of  contingent  assets and  liabilities  at the date of the
        financial  statements,  as well as the reported  amounts of revenues and
        expenses during the reporting period.  While actual results could differ
        from those estimates, management does not expect such variances, if any,
        to have a material effect on the financial statements.

    (d) Statements of Cash Flows:

        For purposes of the  statements of cash flows the Company  considers all
        highly liquid  investments  purchased with a remaining maturity of three
        months or less to be cash equivalents.

    (e) Earnings (Loss) Per Share:

        Basic  earnings  (loss) per share has been  computed on the basis of the
        weighted average number of common shares  outstanding during each period
        presented  according to the  provisions  of SFAS No. 128  "EARNINGS  PER
        SHARE".  Diluted earnings (loss) per share has not been presented as the
        effect  of the  common  stock  purchase  warrants  outstanding,  on such
        calculation,  would  have  been  anti-dilutive.  Such  securities  could
        potentially dilute basic earnings per share in the future.

    (f) Income Taxes:

        The asset and liability  method is used in accounting  for income taxes.
        Under this method,  deferred tax assets and  liabilities  are recognized
        for operating  loss and tax credit carry forwards and for the future tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax bases.  Deferred  tax  assets and  liabilities  are  measured  using
        enacted tax rates  expected  to apply to taxable  income in the years in
        which those

                                       8
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

        temporary  differences  are  expected to be  recovered  or settled.  The
        effect on deferred tax assets and  liabilities  of a change in tax rates
        is  recognized  in the results of operations in the period that includes
        the  enactment  date.  A valuation  allowance  is recorded to reduce the
        carrying  amounts of deferred  tax assets  unless it is more likely than
        not that such assets will be realized.

    (g) Financial Instruments

        The estimated fair values of all reported assets and  liabilities  which
        represent  financial  instruments,  none of which  are held for  trading
        purposes,  approximate  their  carrying  value because of the short term
        maturity  of  these   instruments  or  the  stated  interest  rates  are
        indicative of market interest rates.

NOTE 3 - SHAREHOLDERS' EQUITY

On February 1, 2006, a total of 250,000 shares of Series A Preferred  Stock were
authorized for issuance to two individuals who provided services to the Company.
Upon the Company  effectuating  an amendment to increase the number of preferred
shares  designated as Series A Preferred Stock from 500,000 to 600,000,  it will
issue  150,000  shares of Series A Preferred  Stock to Arnold  Kling and 100,000
shares  of  Series A  Preferred  Stock to Kirk  Warshaw  for  their  work as the
Company's  President and Chief Financial  Officer,  respectively.  Each share of
Series A Preferred Stock is convertible, at the holder's option, into 100 shares
of our common  stock.  Mr.  Kling's  services  were  valued at  $11,250  and Mr.
Warshaw's  services  were  valued at $7,500.  Such  preferred  shares  were also
recorded as a liability  pursuant to EITF 00-19 until the Company  increases the
authorized shares of common stock.

As a result on March 31, 2006,  the Company has authorized  5,000,000  shares of
preferred  stock,  par value  $0.001 of which  there are issued and  outstanding
594,879 shares  (including the 250,000  issuable to Messrs.  Kling and Warshaw).
The Company has authorized 100 million shares of common stock,  par value $0.001
per share.  There are issued and outstanding  96,147,396 shares of common stock.
All shares of preferred stock and common stock currently outstanding are validly
issued, fully paid and non-assessable.

The authorized  common shares are only 100,000,000  hence the conversion of such
preferred  shares  outstanding  into  59,487,900  shares of common  stock is not
possible  since such  conversion  would exceed the  authorized  common shares by
55,635,296  shares.  Since such conversion terms of the Series A Preferred Stock
will require more common  shares to be issued than  authorized,  the $249,628 of
indebtedness  converted  to Series A Preferred  Stock will be recorded as a long
term liability until the Company increases the authorized common shares pursuant
to EITF 00-19.

NOTE 4 - SUBSEQUENT EVENT

As disclosed in Notes 1 and 3 above,  on February 1, 2006,  the Company's  Board
approved and  authorized  a grant of an aggregate of 250,000  shares of Series A
Preferred Stock, valued at approximately $18,750, to Arnold P. Kling and Kirk M.
Warshaw, the Company's President and Chief Financial Officer,  respectively, for
services  rendered.  Such  preferred  shares  were also  recorded as a liability
pursuant to EITF 00-19 until we increase the authorized  shares of common stock.
In addition,  the issuance of such  preferred  shares has been delayed until the
Company  effectuated  an amendment  to increase  the number of preferred  shares
designated as Series A Preferred Stock from 500,000 to 600,000.

On May 12,  2006,  the Company  effectuated  a  Certificate  of Amendment to the
Certificate of Designation  for the Series A Preferred  Stock with the Secretary
of State of the State of  Delaware to increase  the number of  preferred  shares
designated as Series A Preferred Stock from 500,000 to 600,000 shares.

                                       9
<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Since September 30, 2005 our purpose is to effect a business combination with an
operating business which we believe has significant  growth  potential..  We are
currently  considered  to  be a  "shell"  company  in as  much  as  we  have  no
operations,   revenues  or  employees.   We  have  no  plans,   arrangements  or
understandings with any prospective business combination candidates and have not
targeted  any  business  for  investigation  and  evaluation  nor are  there any
assurances  that we will find a suitable  business  with which to  combine.  The
implementation  of our business  objectives is wholly contingent upon a business
combination and/or the successful sale of securities in 24Holdings. We intend to
utilize the proceeds of any  offering,  any sales of equity  securities  or debt
securities,  bank and other  borrowings  or a  combination  of those  sources to
effect a  business  combination  with a target  business  which we  believe  has
significant growth potential. While we may, under certain circumstances, seek to
effect  business  combinations  with more than one target  business,  unless and
until our warrants are  exercised or additional  financing is obtained,  we will
not have sufficient proceeds remaining after an initial business  combination to
undertake additional business combinations.

A common reason for a target company to enter into a merger with a shell company
is the  desire to  establish  a public  trading  market for its  shares.  Such a
company would hope to avoid the perceived adverse  consequences of undertaking a
public  offering  itself,  such as the  time  delays  and  significant  expenses
incurred  to comply  with the  various  Federal  and state  securities  law that
regulate initial public offerings.

As a result of our limited resources,  we expect to have sufficient  proceeds to
effect only a single business  combination.  Accordingly,  the prospects for our
success  will be  entirely  dependent  upon the future  performance  of a single
business.  Unlike certain entities that have the resources to consummate several
business  combinations or entities operating in multiple  industries or multiple
segments of a single  industry,  we will not have the resources to diversify our
operations  or benefit from the possible  spreading  of risks or  offsetting  of
losses.  A target  business  may be  dependent  upon the  development  or market
acceptance of a single or limited number of products,  processes or services, in
which case there will be an even higher risk that the target  business  will not
prove to be commercially viable.

Our  officers  are only  required to devote a small  portion of their time (less
than 10%) to our affairs on a part-time  or  as-needed  basis.  We expect to use
outside consultants,  advisors,  attorneys and accountants as necessary, none of
which  will be  hired on a  retainer  basis.  We do not  anticipate  hiring  any
full-time   employees  so  long  as  we  are  seeking  and  evaluating  business
opportunities.

We expect  our  present  management  to play no  managerial  role in  24Holdings
following a business  combination.  Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business,  our assessment of management may
be incorrect.  We cannot  assure you that we will find a suitable  business with
which to combine.

Continuing  Operational  Expenses  for the Three  months  ended  March 31,  2006
compared to three months ended March 31, 2005

Because we currently do not have any  business  operations,  we have not had any
revenues during the three months ended March 31, 2006 and the three months ended
March 31, 2005.  Total expenses from Continuing  Operations for the three months
ended  March 31, 2006  increased  to $31,799 as compared to $10,443 for the 2005
period.  These expenses  constituted  professional and filing fees and were more
than the  professional  and filing  fees  incurred  during  the 2005  period and
because of the aforementioned expense of $18,750 incurred when 250,000 Preferred
Shares were issued for services rendered.

Liquidity and Capital Resources

24Holdings  does not have any revenues  from any  operations  absent a merger or
other  combination with an operating  company and no assurance can be given that
such a merger or other  combination  will occur or that 24Holdings can engage in
any public or private sales of  24Holdings's  equity or debt securities to raise
working  capital.  24Holdings  is  dependent  upon future loans from its present
stockholders  or  management  and there can be no  assurances  that its  present
stockholders or management will make any loans to 24Holdings. At March 31, 2006,
24Holdings had cash of $66,811 and working capital of $56,811.

24Holdings's  present material  commitments are professional and  administrative
fees and  expenses  associated  with the  preparation  of its  filings  with the
Securities and Exchange  Commission and other  regulatory  requirements.  In the
event  that  24Holdings  engages  in any  merger  or other  combination  with an
operating  company,  it will  have  additional  material  commitments,  although
24Holdings  presently is not engaged in any discussions  regarding any merger or
other combination with an operating company and cannot offer any assurances that
it will  engage in any merger or other  combination  with an  operating  company
within the next twelve months.

                                       10
<PAGE>

Commitments

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of March 31, 2006.

Subsequent Event

As disclosed in the footnotes to the financial  statements included elsewhere in
this report,  on February 1, 2006,  our Board approved and authorized a grant of
an aggregate of 250,000  shares of  24Holding's  Series A Convertible  Preferred
Stock ("Series A Preferred") valued at approximately  $18,750 to Arnold P. Kling
and Kirk M. Warshaw,  our President and Chief financial  Officer,  respectively,
for services rendered to 24Holdings. Such preferred shares were also recorded as
a liability  pursuant to EITF 00-19 until we increase the  authorized  shares of
common  stock.  In  addition,  the  issuance of such  preferred  shares has been
delayed  until we  effectuated  an amendment to increase the number of preferred
shares designated as Series A Preferred from 500,000 to 600,000.

On May 12, 2006, we effectuated a Certificate of Amendment to the Certificate of
Designation  for the Series A Preferred with the Secretary of State of the State
of Delaware to increase the number of preferred  shares  designated  as Series A
Preferred from 500,000 to 600,000 shares.

ITEM 3. CONTROLS AND PROCEDURES.

        (a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management,  with the  participation  of the President and chief  financial
officer,  carried out an  evaluation  of the  effectiveness  of our  "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934 (the
"Exchange  Act") Rules  13a-15(e)  and  15-d-15(e))  as of the end of the period
covered by this report (the "Evaluation Date"). Based upon that evaluation,  the
President  and  chief  financial  officer,  who are our the  sole  officers  and
directors,  concluded that, as of the Evaluation  Date, our disclosure  controls
and procedures are effective to ensure that information required to be disclosed
by us in the  reports  that we file or  submit  under  the  Exchange  Act (i) is
recorded, processed,  summarized and reported, within the time periods specified
in the SEC's rules and forms and (ii) is  accumulated  and  communicated  to our
management,  including our President and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.

        (b)  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  controls over  financial  reporting  that
occurred  during our fiscal first quarter that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                       11
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

            None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            On February 1, 2006, our Board approved and authorized a grant of an
aggregate  of  250,000  shares of  Series A  Preferred  valued at  approximately
$18,750  to  Arnold  P.  Kling  and Kirk M.  Warshaw,  our  President  and Chief
financial  Officer,  respectively,  for services  rendered to  24Holdings.  Such
preferred shares were also recorded as a liability  pursuant to EITF 00-19 until
we increase the authorized shares of common stock. In addition,  the issuance of
such  preferred  shares has been delayed  until we  effectuated  an amendment to
increase the number of preferred  shares  designated as Series A Preferred  from
500,000 to 600,000.

            On May 12, 2006, we  effectuated  a Certificate  of Amendment to the
Certificate  of  Designation  for the Series A Preferred  with the  Secretary of
State of the State of  Delaware  to  increase  the  number of  preferred  shares
designated as Series A Preferred from 500,000 to 600,000 shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

            None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None

ITEM 5. OTHER INFORMATION.

            None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:
---------

      Exhibit No.        Description
      -----------        -----------

          3.6     Certificate of Amendment to the  Certificate of  Designations,
                  Rights and  Preferences of Series A Preferred  Stock $.001 Par
                  Value of 24Holdings Inc, effective as of May 12, 2006.

         31.1     Certification of the President  pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.2     Certification  of Chief Financial  Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

         32.1     Certification of the President  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

         32.2     Certification  of Chief Financial  Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

Reports On Form 8-K:
--------------------

         We filed a current  report on form 8-K on March 13, 2006 in response to
Item 4.01 with respect our change in auditing firms.

                                       12
<PAGE>

                                   SIGNATURES


            In  accordance  with  the  requirements  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                    24Holdings Inc

Dated: May 12, 2006                 /s/ Arnold P. Kling
                                    --------------------------------------------
                                    Arnold P. Kling, President
                                    (Principal Executive Officer)

Dated: May 12, 2006                 /s/ Kirk M. Warshaw
                                    --------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       13