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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                    For the quarter ended September 30, 2005

[ ]  TRANSITION UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934


                          COMMISSION FILE NO: 000-22281

                                24HOLDINGS, INC.
                                ----------------
              (Exact name of small business issuer in its charter)

DELAWARE                                                    33-0726608
----------------------                             -----------------------------
State of incorporation                             (I.R.S. Employer File Number)


                  47 School Street, Chatham, New Jersey 07928
                  -------------------------------------------
                    (Address of principal executive offices)
                                 (973) 635-4047
                                 --------------
                (Issuer's telephone number, including area code)


                                  Cyberia House
                           Church Street, Basingstoke
                               Hampshire RG21 7QN
                                 United Kingdom
          (Former name or former address, if changed since last report)


       Securities Registered Under Section 12(b) of the Exchange Act: None
         Securities Registered Under Section 12(g) of the Exchange Act:
                     Common Stock, $.001 per share par value
                     ---------------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

State the number of shares  outstanding of each of the issuer's common equity as
of the last practicable date:

                                                                 OUTSTANDING AT
CLASS                                                          NOVEMBER 10, 2005
-----                                                          -----------------

Common Stock, $.001 par value, net of
  Treasury Stock                                                  96,147,396





                                       1
<PAGE>



                                    FORM 10-Q
                                24HOLDINGS, INC.
                                      INDEX

PART I. FINANCIAL INFORMATION
                                                                            Page
Item 1.
            Condensed Consolidated Financial Statements
                  Balance Sheets as of September 30, 2005 and
                    December 31, 2004                                         3
                  Statements of Operations for the three months and nine
                  months ended September 30, 2005 and 2004                    4
            Statements of Cash Flows for the three months ended
                  September 30, 2005 and 2004                                 5
            Notes to the Unaudited Financial Statements                       6
Item 2.     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         10
Item 3.     Qualitative and Quantitative Disclosures About Market Risk        11
Item 4.     Controls and Procedures                                           11


Part II     OTHER INFORMATION                                                 13
Item 1.     Legal Proceedings                                                 13
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       13
Item 3.     Defaults Upon Senior Securities                                   13
Item 4.     Submission of Matters to a Vote of Security Holders               13
Item 5.     Other information                                                 13
Item 6      Exhibits Index                                                    13
            Form 10-Q Signature Page                                          14
            Exhibit 31.1 Certification of CEO pursuant to Sec. 302            15
            Exhibit 31.2 Certification of CEO pursuant to Sec. 302            16
            Exhibit 32.1 Certification of CEO pursuant to Sec. 906            17
            Exhibit 32.2 Certification of CFO pursuant to Sec. 906            18





                                       2
<PAGE>

--------------------------------------------------------------------------------
                         PART 1 - FINANCIAL INFORMATION
--------------------------------------------------------------------------------


ITEM 1. Financial Statements:

                                24HOLDINGS, INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30, 2005             DECEMBER 31,
                                                                                   (UNAUDITED)                     2004
                                  ASSETS
                                  ------
<S>                                                                               <C>                            <C>
Cash and cash equivalents                                                         $           --                 $         928
Other receivables                                                                        100,000                            --
Discontinued Operations                                                                       --                       984,626
Total Current Assets                                                                     100,000                       984,626

TOTAL ASSETS                                                                      $      100,000                 $     985,554
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses                                                         --                 $     118,914
Accrued other expenses                                                                        --                       929,292
   Total current liabilities                                                                  --                     1,048,206
Long term note payable, related party                                                         --                       149,976
   STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
    344,595 shares issued and outstanding at September 30, 2005
    no shares issued and outstanding at December 31, 2004                                    345                            --
Common stock, $.001 par value, 100,000,000 shares
    authorized, 96,147,396 issued and outstanding                                         36,742                        36,742
Additional paid-in capital                                                            10,592,767                    10,363,233
Other comprehensive loss                                                                      --                      (181,785)
Accumulated deficit                                                                  (10,529,853)                  (10,429,818)
   Total stockholders' equity                                                            100,000                      (212,628)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $      100,000                  $    985,554
</TABLE>


          See accompanying notes to the unaudited financial statements.




                                       3
<PAGE>

                                24HOLDINGS, INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                      THREE MONTHS ENDED                  NINE MONTHS ENDED
--------------------------------------------------------------------------------------------------------------------
                                                September 30,    September 30,     September 30,    September 30,
                                                    2005              2004             2005              2004
--------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>              <C>
REVENUE                                           $         --      $         --      $        --      $         --
--------------------------------------------------------------------------------------------------------------------
Cost of revenue                                             --                --               --                --
--------------------------------------------------------------------------------------------------------------------
Gross profit                                                --                --               --                --
--------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
--------------------------------------------------------------------------------------------------------------------
General and administrative                              72,098            26,301          125,838            79,711
--------------------------------------------------------------------------------------------------------------------
Inter-company Write-offs                                                                   56,894
--------------------------------------------------------------------------------------------------------------------
Gain on Sale of intellectual property rights          (606,830)                          (606,830)
--------------------------------------------------------------------------------------------------------------------
   Total expenses                                     (534,732)           26,301         (424,098)           79,711
--------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) from CONTINUING OPERATIONS
BEFORE INCOME TAXES                                    534,732           (26,301)         424,098           (79,711)
--------------------------------------------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES                                  --                --               --                --
--------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
                                                       534,732           (26,301)         424,098          (79,711)
--------------------------------------------------------------------------------------------------------------------
GAIN FROM SALE OF SUBSIDIARY                           391,358                --          391,358
--------------------------------------------------------------------------------------------------------------------
REALIZED TRANSLATION EXCHANGE LOSS
                                                            --                --          (76,490)
--------------------------------------------------------------------------------------------------------------------
(LOSS) FROM DISCONTINUED OPERATIONS, NET OF
TAXES                                                 (643,372)         (162,765)        (839,001)         (273,150)
--------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                      282,718          (189,066)        (100,035)         (352,861)
--------------------------------------------------------------------------------------------------------------------
Net Earnings per share from Continuing
Operations - basic and diluted                    $       0.01      $       0.00      $      0.00      $      (0.00)
--------------------------------------------------------------------------------------------------------------------
Net (Loss) per share from Discontinued
Operations - basic and diluted                    $      (0.01)     $       0.00      $     (0.01)     $      (0.00)
--------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Shares
--------------------------------------------------------------------------------------------------------------------
Outstanding  - basic and diluted                    96,147,396        96,147,396       96,147,396        96,147,396
--------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to the unaudited financial statements.



                                       4
<PAGE>

                                24HOLDINGS, INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED                    NINE MONTHS ENDED
                                                              SEPTEMBER 30, 2005                   SEPTEMBER 30, 2004
<S>                                                           <C>                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                             $     (100,035)                       $     (352,856)
Non-cash items-
   Depreciation and amortization                                          --                                49,827
   Gain on sale of building                                               --                              (180,247)
   Foreign currency translation                                       84,345                                 8,786
   Realized Exchange variances                                       (76,490)                                   --
   Gain on Sale of Subsidiary -
     discontinued operations,                                       (391,358)                                   --
   Gain on Sale of Intellectual Properties                          (606,830)                                   --
   Write-off of intercompany debt                                    364,139                                    --
Changes in assets and liabilities:
(Increase) decrease in assets:
   Accounts receivable                                               327,752                             1,665,451
   Loans receivable, related party                                   386,130                                60,000
   Inventory                                                         195,409                                59,117
   Prepaid expenses                                                  (83,594)                               12,066
Increase (decrease) in liabilities:
   Accounts payable                                                 (453,274)                           (1,421,845)
   Income taxes payable                                                   --                                95,519
   Deferred taxes                                                         --                               (86,800)
                                                              --------------                        --------------
      Total adjustments                                             (253,771)                              261,874
        Net cash used for operating activities                      (353,806)                              (90,982)
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of building                                         --                             1,569,032
    Due to / from related parties                                    258,773                                    --
        Net cash provided (used) by investing activities             258,773                             1,569,032
CASH FLOWS FROM FINANCING ACTIVITIES
   Credit facility                                                        --                            (1,048,017)
   Payment on long-term debt, bank                                        --                              (235,576)
        Net cash provided (used) by financing activities                  --                            (1,283,594)
NET INCREASE (DECREASE) IN CASH                                      (95,032)                              194,456
CASH, BEGINNING OF PERIOD                                             95,032                               147,841
CASH, END OF PERIOD                                           $           --                        $      342,297
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Income Taxes paid                                            $           --                        $       30,015
 Interest paid                                                $           --                        $      102,537
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION
  Issuance of Convertible Preferred Stock in
    satisfaction of debt                                      $      230,879                        $           --
 Sale of Intellectual property in satisfaction of debt        $      606,830                        $           --
</TABLE>

          See accompanying notes to the unaudited financial statements.




                                       5
<PAGE>


                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2005

(1)     DESCRIPTION OF BUSINESS:

        GENERAL:

        24Holdings  Inc.,  formerly known as Scoop,  Inc.,  ("24Holdings" or the
        "Company") is a Delaware  corporation.  The Company's current purpose is
        to serve as a vehicle to acquire a business and is currently  considered
        a "blank  check"  company  inasmuch  as the  Company  is not  generating
        revenues,  does  not  own an  operating  business  and  has no  specific
        business  plan  other  than  to  engage  in  a  merger  or   acquisition
        transaction with a yet-to-be identified company or business. The Company
        has no employees and no material assets.


        INTERIM FINANCIAL STATEMENTS:

        The   accompanying   financial   statements   include  all   adjustments
        (consisting  of only  normal  recurring  accruals),  which  are,  in the
        opinion of management,  necessary for a fair presentation of the results
        of  operations  for  the  periods  presented.  Interim  results  are not
        necessarily  indicative  of the results to be expected  for a full year.
        The  financial  statements  should  be  read  in  conjunction  with  the
        financial  statements  included in the annual report of 24Holdings  Inc.
        and subsidiary  (the "Company") on Form 10-K for the year ended December
        31, 2004.

        BASIS OF PRESENTATION:

        The Company's financial statements have been presented on the basis that
        the Company will continue as a going  concern,  which  contemplates  the
        realization of assets and the  satisfaction of liabilities in the normal
        course of  business.  The Company  incurred  net losses of $100,035  and
        $486,398  during the nine months ended  September  30, 2005 and the year
        ended December 31, 2004, respectively, and had an accumulated deficit of
        $10,529,853 at September 30, 2005. These factors raise substantial doubt
        about the Company's ability to continue as a going concern.  The Company
        sold its  operating  subsidiary  on  September  30, 2005 in exchange for
        $100,000.

        The  Company's  current  purpose  is to serve as a vehicle  to acquire a
        business and is currently considered a "blank check" company inasmuch as
        the  Company  is not  generating  revenues,  does  not own an  operating
        business  and has no  specific  business  plan other than to engage in a
        merger or acquisition transaction with a yet-to-be identified company or
        business. The Company has no employees and no material assets.

        The financial  statements do not include any  adjustments  that might be
        necessary if the Company is unable to continue as a going concern.

        PRINCIPLES OF CONSOLIDATION:

        The  accompanying   consolidated  statements  include  the  accounts  of
        24Holdings   Inc.  and  subsidiaries.   All   significant   intercompany
        transactions and accounts have been eliminated.


                                       6
<PAGE>

         The financial  statements of the  subsidiary  outside the United States
         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  transactions are
         included in the determination of net income (loss).

         As discussed, the Company sold its subsidiary on September 30, 2005.

         RECENT ACCOUNTING PRONOUNCEMENTS:

         In May 2005, the FASB issued SFAS No.154, :Accounting Changes and Error
         Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board
         Opinions  No.  20  "Accounting  Changes"  and  SFAS No.  3,  "Reporting
         Accounting  Changes in Interim  Financial  Statements - An Amendment of
         APB Opinion No. 28." SFAS 154 provides  guidance on the  accounting for
         and  reporting  of  accounting  changes  and  error   corrections.   It
         establishes retrospective application, for the latest practicable date,
         as the required  method for reporting a change in accounting  principle
         and the  reporting of a correction  of an error.  SFAS 154 is effective
         for accounting  changes and  corrections of errors made in fiscal years
         beginning  after December 15, 2005 and is required to be adopted by the
         Company  in the  first  quarter  of  2006.  The  Company  is  currently
         evaluating  the effect  that the  adoption of SFAS 154 will have on its
         consolidated results of operations and financial condition but does not
         expect it to have a material impact.

         In March 2005,  the staff of the SEC issued Staff  Accounting  Bulletin
         No. 107 ("SAB 107"). The  interpretations in SAB 107 expresses views of
         the staff regarding the  interaction  between SFAS 123R and certain SEC
         rules and  regulations  and  provide the staff's  views  regarding  the
         valuation of share-based payment arrangements for public companies.  In
         particular SAB 107 provides  guidance  related to  share-based  payment
         transactions  with  non-employees,  the  transition  from public entity
         status,  valuation  methods  (including  assumptions  such as  expected
         volatility and expected  term),  the accounting for certain  redeemable
         financial  instruments issued under share-based  payment  arrangements,
         the  classification  of  compensation   expense,   non  GAAP  financial
         measures,  first-time  adoption  of  SFAS  123R in an  interim  period,
         capitalization  of  compensation  cost related to  share-based  payment
         arrangements,  the  accounting  for income tax  effects of  share-based
         payment  arrangements  upon adoption of SFAS 123R, the  modification of
         employees  share options prior to adoption of SFAS 123R and disclosures
         in Management's  Discussion and Analysis subsequent to adoption of SFAS
         123R.







                                       7
<PAGE>


                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                          NOTES TO FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2005

(2)     ISSUANCE OF PREFERRED STOCK:

        On  September  30,  2005 the  Company  sold  344,595  shares of Series A
        Preferred  Stock to Infinicom AB for discharge of $230,879 of debt. Each
        share of Preferred Stock is convertible  into 100 shares of Common Stock
        at the option of the  holder.  The  holders  of the  Series A  Preferred
        Stock, $.001 par value have one vote for each share of Common Stock into
        which such Series A Preferred Stock could then be converted.


(3)     CHANGE OF OWNERSHIP OF 24HOLDINGS INC:

        The majority  stockholder  of the Company,  InfiniCom AB, entered into a
        Common Stock Purchase  Agreement  dated as of May 26, 2005, by and among
        InfiniCom,  the Company, Moyo Partners, LLC and R&R Biotech Partners LLC
        (the "Purchase  Agreement"),  to sell all of its shares of the Company's
        Common  Stock  to  Moyo  Partners,  LLC and R&R  Biotech  Partners  LLC.
        Effective  September  30,  2005,  Infinicom  completed  the sale to Moyo
        Partners  LLC and  R&R  Biotech  Partners  LLC of all of its  shares  in
        24Holdings  Inc. The  Purchasers  acquired  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  Preferred
        Stock,  constituting  83.6%  in the  aggregate  of the then  issued  and
        outstanding  Common Stock of the Company,  (assuming  conversion  of the
        Preferred  Stock into 34,459,500  shares of Common Stock).  The purchase
        price was  $500,000 in cash and 1% of the  outstanding  shares of Common
        Stock of the Company following the occurrence of one of several possible
        post-closing events. As a result, the Purchasers acquired control of the
        Company from Infinicom.


        The  closing  under  the  Purchase   Agreement  was  contingent  on  the
        contemporaneous  purchase by Infinicom of all the issued and outstanding
        capital  stock of 24Store  (Europe) Ltd plus all  trademarks  and domain
        names held by 24Holdings Inc. (see Note 4 below).


        Effective September 30, 2005 Urban von Euler resigned as President and a
        Director  of the  Company.  However  he  agreed  to  continue  as  Chief
        Executive Officer of the Company through the filing date of this report.
        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.

        Effective on the date this report is filed,  Arnold P. Kling and Kirk M.
        Warshaw  will  become the  President,  and Chief  Financial  Officer and
        Secretary of the Company, respectively. The Company's officers will only
        be required  to devote a small  portion of their time (less than 10%) to
        its affairs on a part-time or as-needed  basis.  The Company  expects to
        use  outside  consultants,   advisors,   attorneys  and  accountants  as
        necessary,  none of which will be hired on a retainer basis. The Company
        does not  anticipate  hiring any  full-time  employees  as long as it is
        seeking and evaluating business opportunities.



                                       8
<PAGE>

        The Company does not expect  management to play any  managerial  role in
        the  Company  following  a business  combination.  Although  the Company
        intends to scrutinize  closely the  management  of a prospective  target
        business in connection with an evaluation of a business combination with
        a target  business,  the assessment of management may be incorrect.  The
        Company will be considered as being in the development  stage, since its
        inception  on  September  30,  2005,  in  accordance  with  Statement of
        Financial Accounting Standards No. 7.


(4)     SALE OF STOCK IN 24STORE (EUROPE) LTD.:

        The  Company  sold  all of the  outstanding  stock of  24STORE  (Europe)
        Limited, a Company incorporated under the laws of England formerly known
        as  24STORE.com  Limited and currently  operating in the United  Kingdom
        ("24STORE"),   to  InfiniCom  AB  for  consideration  of  $100,000.   In
        connection  with the sale,  the  Company,  24STORE  and  InfiniCom  also
        entered  into an  Agreement  for the Sale and  Purchase of  Intellectual
        Property  Rights,  pursuant to which the  Company and 24STORE  agreed to
        transfer  all of their right,  title and interest in certain  trademarks
        and domain names to  InfiniCom AB in  consideration  of  forgiveness  of
        $606,830 of debt.

(5)     SUBSEQUENT EVENTS

        On October 25, 2005 the Board of  Directors  of the Company  unanimously
        adopted a resolution seeking stockholder approval to amend the Company's
        Certificate  of  Incorporation  to effect a reverse  stock  split of the
        Company's Common Stock upon a ration of not less than one-for-twenty nor
        more than one-for-one  hundred fifty shares at any time prior to October
        25,  2006.   Not   withstanding   approval  of  this   proposal  by  the
        stockholders,  the  Board  of  Directors  may  in its  sole  discretion,
        determine  not to effect,  and abandon,  the reverse stock split without
        further  action  by  stockholders.   This  resolution  will  not  become
        effective  until 20 days after an Information  Statement with respect to
        this matter is first mailed to stockholders.  As the reverse stock split
        is not  final  there  have  not been any  adjustments  to the  financial
        statements.




                                       9
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

USE OF FORWARD-LOOKING STATEMENTS

         Some of the statements in this Form 10-Q,  including some statements in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and "Business" are forward-looking  statements about what may happen
in the future. They include statements regarding our current beliefs, goals, and
expectations about matters such as our expected financial position and operating
results,  our business  strategy,  and our financing plans. These statements can
sometimes  be   identified  by  our  use  of   forward-looking   words  such  as
"anticipate,"   "estimate,"  "expect,"  "intend,"  "may,"  "will,"  and  similar
expressions.  We cannot guarantee that our forward-looking  statements will turn
out to be correct or that our  beliefs  and goals  will not  change.  Our actual
results could be very different from and worse than our expectations for various
reasons.  You are urged to carefully  consider these  factors,  as well as other
information  contained in this Form 10-Q and in our other  periodic  reports and
documents filed with the Securities and Exchange Commission.

         In our Form 10-K filed with the Securities and Exchange  Commission for
the year ended December 31, 2004 and in the Footnotes to the unaudited Financial
Statements for this report, we have identified  critical accounting policies and
estimates for our business.

RESULTS OF CONTINUING OPERATIONS

For the Three Months ended September 30, 2005: Continuing Operations

Selling,   General   and   Administrative   Expenses  -  Selling,   general  and
administrative  ("SG&A") expenses for the three months ended September 30, 2005,
were $72,098  compared to $26,301 for the three months ended September 30, 2004.
The increase was due to the incurrence of Legal fees related to the  preparation
of a 14C regarding the sales of the stock of 24Holdings Inc.

For the Nine Months ended September 30, 2005: Continuing Operations

Selling, General and Administrative Expenses - SG&A expenses for the nine months
ended September 30, 2005,  were $125,838 compared to $79,711 for the nine months
ended  September 30, 2004. The increase was due to the incurrence  of Legal fees
related  to the  preparation  of a 14C  regarding  the  sales  of the  stock  of
24Holdings Inc.


PLAN OF OPERATION

         The  Company's  current  purpose  is to serve as a vehicle to acquire a
business and is currently  considered a "blank  check"  company  inasmuch as the
Company is not generating  revenues,  does not own an operating business and has
no  specific  business  plan  other  than to engage  in a merger or  acquisition
transaction with a yet-to-be identified company or business.  The Company has no
employees and no material assets.

         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



                                       10
<PAGE>

accountants as necessary, none of which will be hired on a retainer basis. We do
not  anticipate  hiring any  full-time  employees  as long as we are seeking and
evaluating business opportunities.

         We expect our  present  management  to play no  managerial  role in the
Company  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.  The  Company  is  considered  as  being  in the
development stage, since its inception on September 30, 2005, in accordance with
Statement of Financial  Accounting Standards No. 7, and its year-end is December
31.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had a $0 cash balance at the end of September 2005 compared
to $928 as of December 31, 2004

         Because  the Company  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 the
Company  can engage in any public or private  sales of the  Company's  equity or
debt securities to raise working  capital,  the Company is dependent upon future
loans from its present shareholders or management and there can be no assurances
that its present  shareholders or management will make any loans to the Company.
At  September  30,  2005,  the Company  had Other  Receivables  of $100,000  and
positive working capital of $100,000.

         The  Company'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 the Company engages in any merger or other combination with an
operating company,  it will have additional material  commitments,  although the
Company  presently  is not engaged in any  material  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.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4.   CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within  specific  time  periods.  As of the end of the fiscal  quarter
covered by this report on Form 10-Q. The Company's Chief  Executive  Officer and
Chief  Financial  Officer  evaluated  the  effectiveness  of these  controls and
procedures. Based on the evaluation of the Company's Chief Executive Officer and
Chief  Financial  Officer  concluded  that the failure of the Company to have an
audit  committee  and the  failure  of the Board to assume  the audit  committee
functions,  results in the absence of an  important  oversight,  constituting  a
material weakness in the Company's corporate governance structure.  Accordingly,
the Company's controls and procedures are not effective.


                                       11
<PAGE>

There were not any significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the evaluation.




                                       12
<PAGE>


PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

There are no material  pending legal  proceedings,  which the Company is a party
to.

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

         On September 30, 2005, the Company sold 344,595 shares of newly created
and issued Series A Preferred Stock, par value $.001 (the "Preferred  Stock") to
Infinicom in exchange for the discharge of debt owed by the Company to Infinicom
in the  amount  of  $230,879,  in a  private  transaction  in  reliance  upon an
exemption from  registration  available under Section 4(2) of the Securities Act
of 1933, as amended, and Rule 506 promulgated  thereunder.  The Company believes
the issuance was exempt from  registration  because  Infinicom is an  accredited
investor and the transaction otherwise meets the requirements for exemption from
registration.  Each share of  Preferred  Stock is  convertible  into one hundred
(100)  shares of Common  Stock of the  Company  immediately  upon  election  and
written notice to the Company by the holder of the Preferred Stock.


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

EXHIBIT
NO.                 DESCRIPTION

31.1                Certification of CEO Pursuant to Sec. 302
31.2                Certification of CFO pursuant to Sec. 302
32.1                Certification of CEO pursuant to Sec. 906
32.2                Certification of CFO pursuant to Sec. 906




                                       13
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





DATE: NOVEMBER 21, 2005               24HOLDINGS INC.

                                      BY:  /s/ URBAN VON EULER
                                           ------------------------------------
                                           URBAN VON EULER
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                      BY:  /s/ ROGER WOODWARD
                                           ------------------------------------
                                           ROGER WOODWARD
                                           CHIEF FINANCIAL OFFICER AND SECRETARY
                                           (PRINCIPAL ACCOUNTING OFFICER)





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