UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: September 30, 2010





 ̈
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 registrant as specified in its charter)





Delaware
            33-0726608(State
      or other jurisdiction of
            (IRS
      Employerincorporation
      or organization)
            Identification
      No.)





133
Summit Avenue Suite 22


Summit,
NJ 07901


(Address
of principal executive offices)





973-635-4047


(Issuer's
telephone number)





(Former
name, former address and former fiscal year,


if
changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈ No
 ̈


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):


Large
      Accelerated filer  ̈
              Non-accelerated
      filer   ̈
            
            Accelerated
      filer   ̈
              Smaller
      reporting company x





Indicate
by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act).


Yes x  No
 ̈





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: There were a total of 1,244,902 shares
of the issuer’s common stock, par value $0.001 per share, outstanding as of
October 28, 2010.








24HOLDINGS
INC.


Quarterly
Report on Form 10-Q


For the
Period Ended September 30, 2010





TABLE OF
CONTENTS





PagePART
      I. FINANCIAL INFORMATIONITEM
      1. FINANCIAL STATEMENTSBalance
      Sheets as of September 30, 2010 (unaudited) and December 31,
      2009
                    3Statements
      of Operations for the Three Months and Nine Months EndedSeptember
      30, 2010 and 2009 (unaudited)
                    4Statements
      of Cash Flows for the Nine Months EndedSeptember
      30, 2010 and 2009 (unaudited)
                    5NOTES
      TO FINANCIAL STATEMENTS (unaudited)
                    6ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION
                    10ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                    12ITEM
      4. CONTROLS AND PROCEDURES
                    12PART
      II.  OTHER INFORMATIONITEM
      6.  EXHIBITS
                    12SIGNATURES
                    13





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Quarterly Report on Form 10-Q 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





PART
I. – FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS:





24HOLDINGS
INC.


BALANCE
SHEETS





September
      30,2010
                    
                    
                    December
      31,(unaudited)
                    
                    
                    2009ASSETSCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    10,567
                    
                    
                    $
                    22,030TOTAL
      CURRENT ASSETS
                    
                    
                    10,567
                    
                    
                    
                    22,030TOTAL
      ASSETS
                    
                    $
                    10,567
                    
                    
                    $
                    22,030LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    10,375
                    
                    
                    $
                    15,509TOTAL
      CURRENT LIABILITIES
                    
                    
                    10,375
                    
                    
                    
                    15,509TOTAL
      LIABILITIES
                    
                    
                    10,375
                    
                    
                    
                    15,509STOCKHOLDERS'
      EQUITY:Preferred
      stock; $0.001 par value, 5,000,000 shares authorized, none issued and
      outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $0.001 par value; 100,000,000 shares authorized, 1,244,902 shares
      issued and outstanding
                    
                    
                    1,245
                    
                    
                    
                    1,245Additional
      Paid-in Capital
                    
                    
                    10,771,384
                    
                    
                    
                    10,753,384Accumulated
      Deficit
                    
                    
                    (10,772,437
                    )
                    
                    
                    (10,748,108
                    )Total
      stockholders' equity
                    
                    
                    192
                    
                    
                    
                    6,521TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                    
                    $
                    10,567
                    
                    
                    $
                    22,030





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


3





24HOLDINGS
INC.


STATEMENTS
OF OPERATIONS


(unaudited)





Three Months Ended
                
                
                Nine Months EndedSeptember 30,
                
                
                September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpensesGeneral
      and administrative
                
                
                7,250
                
                
                
                7,549
                
                
                
                24,328
                
                
                
                22,621Total
      operating expenses
                
                
                7,250
                
                
                
                7,549
                
                
                
                24,328
                
                
                
                22,621Net
      Loss
                
                $
                (7,250
                )
                
                $
                (7,549
                )
                
                $
                (24,328
                )
                
                $
                (22,621
                )Weighted
      average number of common shares outstanding
                
                
                1,244,902
                
                
                
                1,244,902
                
                
                
                1,244,902
                
                
                
                1,244,902Net
      loss per share - basic and fully diluted
                
                $
                (0.01
                )
                
                $
                (0.01
                )
                
                $
                (0.02
                )
                
                $
                (0.02
                )





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


4





24HOLDINGS
INC.


STATEMENTS
OF CASH FLOWS


(unaudited)





Nine
      Months EndedSeptember
      30,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (24,328
                )
                
                $
                (22,621
                )Changes
      in operating assets and liabilities decrease in accrued
      expenses
                
                
                (5,135
                )
                
                
                (13,918
                )NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (29,463
                )
                
                
                (36,539
                )CASH
      FLOWS FROM FINANCING ACTIVITIESContributed
      capital
                
                
                18,000
                
                
                
                30,526NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                18,000
                
                
                
                30,526NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                
                
                (11,463
                )
                
                
                (6,013
                )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                22,030
                
                
                
                16,339CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                10,567
                
                
                $
                10,326SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWS INFORMATIONInterest
      paid
                
                $
                -
                
                
                $
                -Income
      taxes paid
                
                $
                -
                
                
                $
                -





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


5





24HOLDINGS
INC.


NOTES TO
FINANCIAL STATEMENTS


September
30, 2010


(unaudited)





NOTE 1 -
DESCRIPTION OF COMPANY:





We are a
Delaware corporation formerly known as Scoop, Inc.  In April 2001,
Scoop, Inc. amended its Certificate of Incorporation to change its name to
24Holdings Inc. (“we”, “our”, “us” or “24Holdings”). Prior to September 30,
2005, 24Holdings was a holding company that conducted its business operations
through its wholly owned subsidiary 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, we 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
(“Infinicom”), acquired 91% of our outstanding stock in exchange for 100% of the
stock of 24STORE.  Subsequent to Infinicom’s acquisition in 1999 and
until September 30, 2005, the business operations of 24STORE, which represented
all of our operations, were devoted to supplying business customers with
computer and electronics products.





On
October 23, 2006 (the “Effective Date”), we implemented a 1 for 125 reverse
stock split (the “Reverse Split”) of our common stock par value $0.001 per share
(the “Common Stock”).  Pursuant to the Reverse Split, each 125 shares
of Common Stock issued and outstanding as of the Effective Date was converted
into one (1) share of Common Stock.  The Reverse Split also reduced
the number of shares of Common Stock into which each share of Series A
Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”)
could be converted from 100 shares to 0.8 shares.  All per share data
herein has been retroactively restated to reflect the Reverse
Split.





The
interim financial information as of September 30, 2010 and for the three and
nine month periods ended September 30, 2010 and 2009 have been prepared without
audit, pursuant to the rules and regulations of the United States 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 our Annual Report on Form 10-K for the year ended
December 31, 2009, previously filed with the SEC.





In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present a fair statement of our financial position as
of September 30, 2010, results of operations for the three and nine months ended
September 30, 2010 and 2009, and cash flows for the nine months ended September
30, 2010 and 2009, have been made. The results of operations for the nine months
ended September 30, 2010 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 in connection
with our sale of all of the outstanding stock of 24STORE (the “24STORE Sale”)
and separately, the assignment 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
paid us $100,000 for our 24STORE shares and pursuant to the IP Assignment, we
paid for the IP Assets through a set-off against all outstanding and contingent
liabilities we owed to Infinicom determined as of the closing date of the
24STORE Sale, which amounted to $603,830.





On May
26, 2005, we also entered into a Preferred Stock Purchase Agreement with
Infinicom (the “Preferred Stock Agreement”) pursuant to which we sold to
Infinicom 344,595 shares of our Preferred Stock in exchange for the discharge of
$230,879 of outstanding debt owed to Infinicom.  Each share of the
Preferred Stock is convertible into 0.8 shares of our Common Stock at the
holder’s option.





On May
26, 2005, Infinicom, 24Holdings, 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 “Infinicom Sale Agreement”) pursuant to
which, Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares
of Common Stock (which included shares issuable upon conversion of the Preferred
Stock) which represented approximately 83.6% of the then issued and outstanding
shares of Common Stock (the “Infinicom Sale”).  In return, the
Purchasers (i) paid to Infinicom $500,000 in cash, and (ii) agreed that upon the
occurrence of one of several post-closing events, including a merger with one or
more as yet unidentified private unaffiliated operating companies, to cause
24Holdings to issue to Infinicom shares of Common Stock representing 1% of the
then issued and outstanding shares of Common Stock on a fully diluted basis (the
“Infinicom Additional Shares”).  The consummation of the Infinicom
Sale was contingent on the contemporaneous closing of the 24STORE Sale and the
IP Assignment.


6





24HOLDINGS
INC.


NOTES TO
FINANCIAL STATEMENTS


September
30, 2010


(unaudited)





NOTE 1 -
DESCRIPTION OF COMPANY (continued):





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





Effective
September 30, 2005, Infinicom completed the sale to the Purchasers, under the
Infinicom Sale Agreement, of 597,693 shares of Common Stock (which represented
77.7% of the 769,226 shares of Common Stock then issued and outstanding) and
344,595 shares of Preferred Stock, constituting 83.6% in the aggregate of the
then issued and outstanding Common Stock (assuming the conversion of the
Preferred Stock into 275,676 shares of Common Stock).  As a result,
the Purchasers acquired control of 24Holdings from Infinicom, with R&R
beneficially owning 698,696 shares of Common Stock (assuming the conversion by
R&R of 275,676 shares of Preferred Stock into 220,541 shares of Common
Stock) constituting 66.9% of the then issued and outstanding shares of Common
Stock, and Moyo in the aggregate beneficially owning 174,674 shares of Common
Stock (assuming the conversion by Moyo of 68,919 shares of Preferred Stock into
55,135 shares of Common Stock) constituting 16.7% of the then issued and
outstanding shares of Common Stock.





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 P. Kling and Kirk
M. Warshaw were appointed as directors of 24Holdings.  On November 21,
2005, effective with the filing of our Form 10-Q for the quarter ended September
30, 2005, Mr. von Euler resigned as chief executive officer and Mr. Kling was
appointed president and treasurer and Mr. Warshaw was appointed chief financial
officer and secretary.  As of that same date, 24Holdings relocated its
headquarters to Chatham, New Jersey.





On
November 25, 2005, the Infinicom Sale Agreement was amended to provide, among
other criteria, that the fair market value of the Infinicom Additional Shares
would be no less than $400,000 nor more than $600,000 at the time such shares
are required to be issued to Infinicom.





On
February 1, 2006, a total of 250,000 shares of Preferred Stock were authorized
for issuance to two individuals who provided services to us.  On May
12, 2006, we issued 150,000 and 100,000 shares, respectively, of Preferred Stock
to Arnold P. Kling and Kirk M. Warshaw for their services as our president and
chief financial officer, respectively.  Each share of Preferred Stock
is immediately convertible, at the holder's option, into 0.8 shares of Common
Stock.  Mr. Kling's services were valued at $11,250 and Mr. Warshaw's
services were valued at $7,500.





On
November 29, 2006, the holders of all the issued and outstanding shares of
Preferred Stock elected to convert all of their Preferred Stock into shares of
Common Stock.  As a result, the 594,595 shares of Preferred Stock
outstanding were exchanged for 475,676 shares of Common Stock.





As of
September 30, 2010, our authorized capital stock consists of 100,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock of which 1,244,902
shares of Common Stock, and no shares of Preferred Stock, are issued and
outstanding.  All shares of Common Stock currently outstanding are
validly issued, fully paid and non-assessable.





THE
COMPANY TODAY





Since
September 30, 2005, our purpose has been to serve as a vehicle to acquire an
operating business.  We are 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.


7





24HOLDINGS
INC.


NOTES TO
FINANCIAL STATEMENTS


September
30, 2010


(unaudited)





NOTE 2 –
BASIS OF PRESENTATION





The
financial statements have been prepared by us, without audit, pursuant to the
rules and regulations of 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. In the opinion of management, the accompanying condensed
financial statements include all adjustments (consisting of normal, recurring
adjustments) necessary to make our, results of operations and cash flows not
misleading as of September 30, 2010.  The results of operations for
the nine months ended September 30, 2010 are not necessarily indicative of the
results of operations for the full year or any other interim
period.  These financial statements should be read in conjunction with
the financial statements and the notes thereto, included in our Annual Report on
Form 10-K for the year ended December 31, 2009, previously filed with the
SEC.





NOTE 3 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period.  Actual results
could differ from those estimates.





Fair
Value of Financial Instruments - Pursuant to the accounting
guidance,   "Disclosures About Fair Value of Financial
Instruments," we are required to estimate the fair value of all financial
instruments included on our balance sheet as of September 30, 2010. We consider
the carrying value of accrued expenses in the financial statements to
approximate their face value.





Statements
of Cash Flows - For purposes of the statements of cash flows we consider all
highly liquid investments purchased with a remaining maturity of three months or
less to be cash equivalents.





NOTE 4 –
STOCKHOLDERS’ EQUITY





On
February 1, 2006, a total of 250,000 shares of Preferred Stock were authorized
for issuance to two individuals who provided services to us.  On May
12, 2006, we filed a Certificate of Amendment to the Certificate of Designation
for the Preferred Stock with the Secretary of State of the State of Delaware,
increasing the number of shares designated as Preferred Stock from 500,000 to
600,000 shares.  As a result of this filing, we issued 150,000 and
100,000 shares of the Preferred Stock to Arnold Kling and Kirk Warshaw for their
services as our president and chief financial officer,
respectively.  Each share of Preferred Stock is convertible, at the
holder's option, into 100 shares of Common Stock.  Mr. Kling's
services were valued at $11,250 and Mr. Warshaw's services were valued at
$7,500.





On
October 23, 2006, we effected a reverse stock split of our Common
Stock.  Pursuant to this reverse stock split, each 125 shares of
Common Stock issued and outstanding as of the date following the reverse stock
split was converted into one (1) share of Common Stock.  This reverse
stock split reduced the number of shares of Common Stock into which each share
of Preferred Stock could be converted from 100 shares to .8
shares.  All per share data has been retroactively restated to reflect
this reverse stock split.





On
November 29, 2006, the holders of all the issued and outstanding shares of
Preferred Stock elected to convert all of their Preferred Stock into shares of
Common Stock.  As a result, the 594,595 shares of Preferred Stock
outstanding were exchanged for 475,676 shares of Common Stock.





As of
September 30, 2010, our authorized capital stock consists of 100,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock, of which 1,244,902
shares of Common Stock, and no shares of Preferred Stock, are issued and
outstanding.  All shares of Common Stock currently outstanding are
validly issued, fully paid and non-assessable.





During
the nine months ended September 30, 2010, a stockholder contributed an
additional $18,000 to the Company.  During 2009, the same stockholder
contributed an additional $51,026 to the Company.


8





24HOLDINGS
INC.


NOTES TO
FINANCIAL STATEMENTS


September
30, 2010


(unaudited)





NOTE 5 –
NEW ACCOUNTING PRONOUNCEMENTS





Management
does not believe that any new accounting pronouncements not yet effective will
have a material impact on the Company’s financial statements once
adopted.





NOTE 6 –
COMMITMENTS AND CONTIGENCIES





On
January 29, 2009, the Company entered into an agreement with Kirk M. Warshaw,
LLC (the “LLC”) for the use and occupancy, and administrative services, related
to its principal offices.  The agreement provides for quarterly
payments from the Company to the LLC of $500.   The effective
date of the agreement was January 1, 2009.





NOTE 7 –
SUBSEQUENT EVENTS





The
Company has evaluated subsequent events and has determined that there were no
subsequent events to recognize or disclose in these financial
statements.


9


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





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
definitive agreements or understandings with any prospective business
combination candidates and there are no 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 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. 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.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2009





We
currently do not have any business operations and did not have any revenues
during the three month periods ended September 30, 2010 and 2009.





Total
general and administrative expenses for the three month periods ended September
30, 2010 and 2009 were $7,250 and $7,549, respectively.  These
expenses are primarily constituted by professional and filing fees.





RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE
MONTHS ENDED SEPTEMBER 30, 2009





We
currently do not have any business operations and did not have any revenues
during the nine month periods ended September 30, 2010 and 2009.





Total
general and administrative expenses for the nine month periods ended September
30, 2010 and 2009 were $24,328 and $22,621, respectively.  These
expenses are primarily constituted by professional and filing fees.





Liquidity and Capital
Resources





At
September 30, 2010, 24Holdings did not have any revenues from
operations.  Absent a merger or other combination with an operating
company, 24Holdings does not expect to have any revenues from
operations.  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 its equity or debt securities to raise working
capital.  24Holdings is dependent upon future loans or capital
contributions from its present stockholders and/or management and there can be
no assurances that its present stockholders or management will make any loans or
capital contributions to 24Holdings.  At September 30, 2010,
24Holdings had cash of $10,567 and working capital of $192.


10





24Holdings's
present material commitments are professional and administrative fees and
expenses associated with the preparation of its filings with the SEC 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 professional commitments.





Critical
Accounting Policies





Our
unaudited financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (“GAAP”), which
require management to make estimates and assumptions that affect the amounts
reported in such financial statements and related notes.  Actual
results can and will differ from estimates. These differences could be material
to the financial statements.  We believe our application of accounting
policies and the estimates required therein are reasonable.  Outlined
below are those policies considered particularly significant.





Use
of Estimates





In
preparing financial statements in accordance with GAAP, 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.





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
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.





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.





Equity
Based Compensation





The
accounting guidance for “Share Based Payments” requires the recognition of the
fair value of employee stock options and similar awards and applies to all
outstanding and vested stock-based awards.  In computing the impact,
the fair value of each option is estimated on the date of grant based on the
Black-Scholes options-pricing model utilizing certain assumptions for a risk
free interest rate; volatility; and expected remaining lives of the awards. The
assumptions used in calculating the fair value of share-based payment awards
represent management’s best estimates, but these estimates involve inherent
uncertainties and the application of management judgment. As a result, if
factors change and we use different assumptions, our stock-based compensation
expense could be materially different in the future. In addition, we are
required to estimate the expected forfeiture rate and only recognize expense for
those shares expected to vest.  In estimating our forfeiture rate, we
analyzed its historical forfeiture rate, the remaining lives of unvested
options, and the amount of vested options as a percentage of total options
outstanding.  If our actual forfeiture rate is materially different
from its estimate, or if we reevaluate the forfeiture rate in the future, the
stock-based compensation expense could be significantly different from what we
have recorded in the current period.  The last equity based
compensation issued by us was more than two years ago and such shares were fully
vested upon issuance, hence an expense was recorded at that
time.


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New
Accounting Pronouncements





All new
accounting pronouncements issued but not yet effective have been reviewed and
determined to be not applicable.  As a result, the adoption of such
new accounting pronouncements, when effective, is not expected to have a
material impact on our financial position.





Off-Balance
Sheet Arrangements





As of
September 30, 2010, we have no off-balance sheet arrangements such as
guarantees, retained or contingent interest in assets transferred, obligation
under a derivative instrument and obligation arising out of or a variable
interest in an unconsolidated entity.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





As a
smaller reporting company we are not required to provide the information
required by this Item.





ITEM
4.  CONTROLS AND PROCEDURES.





(a)   Evaluation of
Disclosure Controls and Procedures


Our
management, with the participation of both of our 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, both of our president and chief financial officer concluded that as
of the Evaluation Date, our disclosure controls and procedures are
effectiveto 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 ourpresidentand
our 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 the period
covered by this reportthat has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.





PART
II. - OTHER INFORMATION





ITEM
6.  EXHIBITS





Exhibit No.
              
              Description31.1
              
              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.


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SIGNATURES





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





24Holdings
      IncDated:
      October 29, 2010
              /s/ Arnold P. KlingArnold
      P. Kling, President(Principal
      Executive Officer)Dated:
      October 29, 2010
              /s/ Kirk M. WarshawKirk
      M. Warshaw, Chief Financial Officer(Principal
      Financial and Accounting
Officer)


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