EXHIBIT 31.2

                                  CERTIFICATION


I, Kirk M. Warshaw, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of 24Holdings Inc.;

2.  Based on my knowledge,  this report does not contain any untrue statement of
    material  fact or omit  to  state a  material  fact  necessary  to make  the
    statements made, in light of the  circumstances  under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information included in this report, fairly present in all material respects
    the financial  condition,  results of operations and cash flows of the small
    business issuer as of, and for, the periods presented in this report;

4.  The  small  business   issuer's  other  certifying   officer(s)  and  I  are
    responsible  for  establishing  and  maintaining   disclosure  controls  and
    procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for
    the small business issuer and have:

        a)  Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small  business  issuer is made known to us by others  within  those
            entities,  particularly  during the  period in which this  report is
            being prepared;

        b)  Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

        c)  Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.  The  small  business  issuer's  other  certifying   officer(s)  and  I  have
    disclosed,  based on our most recent  evaluation  of internal  control  over
    financial  reporting,  to the small business issuer's auditors and the audit
    committee of the small  business  issuer's  board of  directors  (or persons
    performing the equivalent functions):

        a)  All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

        b)  Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: May 12, 2006

                                    /s/  KIRK M. WARSHAW
                                    --------------------
                                    Kirk M. Warshaw
                                    Chief Financial Officer