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, 2009

[  ]
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
 Employer      
|incorporation or organization)  |  | Identification
 No.)

15 Linden Drive
Madison, NJ 07940
(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
 o

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 o   No
 o

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 o |  | Accelerated filer o         
| | Non-accelerated filer o   |  | 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
 o

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 $.001 per share, outstanding as of October
26, 2009.

---



24HOLDINGS INC.
Quarterly Report on Form 10-Q
For the Period Ended September 30, 2009

TABLE OF CONTENTS

|                                                                   |                                                                                                        |    |     
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------ | -- | ----
|PART I.
 FINANCIAL INFORMATION                                     |                                                                                                        |   
|                                                                   |                                                                                                        |    | Page
|ITEM 1.
 FINANCIAL STATEMENTS                                      |                                                                                                        |   
|                                                                   |                                                                                                        |    |     
|                                                                   | Balance
 Sheets as of September 30, 2009 (unaudited) and December 31, 2008                             |    | 3   
|                                                                   |                                                                                                        |    |     
|                                                                   | Statements
 of Operations for the Three and Nine Months Ended
 September 30, 2009 and 2008 (unaudited) |    | 4   
|                                                                   |                                                                                                        |    |     
|                                                                   | Statements
 of Cash Flows for the Nine Months Ended
 September 30, 2009 and 2008 (unaudited)           |    | 5   
|                                                                   |                                                                                                        |    |     
|                                                                   | NOTES TO
 FINANCIAL STATEMENTS (unaudited)                                                             |    | 6   
|                                                                   |                                                                                                        |    |     
|ITEM 2.                                                            | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATION                  |    | 10  
|                                                                   |                                                                                                        |    |     
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |                                                                                                        | 11
|                                                                   |                                                                                                        |   
|ITEM 4T. CONTROLS AND PROCEDURES                                   |                                                                                                        | 11
|                                                                   |                                                                                                        |   
|PART II OTHER INFORMATION                                          |                                                                                                        |   
|                                                                   |                                                                                                        |   
|ITEM 6. EXHIBITS                                                   |                                                                                                        | 11
|                                                                   |                                                                                                        |   
|SIGNATURES                                                         |                                                                                                        | 12

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

|                                                                                                        |  |                                |             |   |                    |   |             |  
|------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ------------------ | - | ----------- | -
|ASSETS                                                                                                  |  | September
 30, 2009(unaudited) |             |   | December 31,
 2008 |  
|                                                                                                        |  |                                |             |   |                    |  
|Current Assets                                                                                          |  |                                |             |   |                    |   |             |  
|Cash and cash
equivalents                                                                               |  | $                              | 10,326      |   |                    | $ | 16,339      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|TOTAL
 CURRENT ASSETS                                                                                   |  |                                | 10,326      |   |                    |   | 16,339      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|TOTAL ASSETS                                                                                            |  | $                              | 10,326      |   |                    | $ | 16,339      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|LIABILITIES
 AND STOCKHOLDERS EQUITY (DEFICIENCY)                                                      |  |                                |             |   |                    |   |             |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|Current Liabilities                                                                                     |  |                                |             |   |                    |   |             |  
|Accrued
 expenses                                                                                       |  | $                              | 7,883       |   |                    | $ | 21,800      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|TOTAL CURRENT
LIABILITIES                                                                               |  |                                | 7,883       |   |                    |   | 21,800      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|TOTAL LIABILITIES                                                                                       |  |                                | 7,883       |   |                    |   | 21,800      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|STOCKHOLDERS EQUITY
(DEFICIT):                                                                         |  |                                |             |   |                    |   |             |  
|Preferred
 stock; $0.001 par value, 5,000,000 shares authorized,
 none issued and outstanding           |  |                                | -           |   |                    |   | -           |  
|Common
 stock, $.001 par value; 100,000,000 shares
 authorized, 1,244,902 shares issued and outstanding |  |                                | 1,245       |   |                    |   | 1,245       |  
|Additional
 Paid-in Capital                                                                             |  |                                | 10,732,884  |   |                    |   | 10,702,358  |  
|Deficit accumulated during the
developmental period                                                     |  |                                | (10,731,686 | ) |                    |   | (10,709,064 | )
|                                                                                                        |  |                                |             |   |                    |   |             |  
|Total
 stockholders equity (deficit)                                                                   |  |                                | 2,443       |   |                    |   | (5,461      | )
|                                                                                                        |  |                                |             |   |                    |   |             |  
|                                                                                                        |  |                                |             |   |                    |   |             |  
|TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)                                                    |  | $                              | 10,326      |   |                    | $ | 16,339      |  
|                                                                                                        |  |                                |             |   |                    |   |             |  

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

3

---



24HOLDINGS INC.
STATEMENTS OF OPERATIONS
(unaudited)

|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|---------------------------------------------------- |  | ---------------------------------- | --------- | ---- | --------------------------------- | --------- | ---- |  | ---- | --------- | - | - | --------- | -
|                                                     |  | Three
 Months Ended
 September 30, |           |      | Nine
 Months Ended
 September 30, |          
|                                                     |  | 2009                               |           | 2008 |                                   |           | 2009 |  | 2008 |          
|                                                     |  |                                    |           |      |                                   |           |      |  |      |          
|Revenues                                             |  | $                                  |          |      | $                                 |          |      |  | $    |          |   | $ |          |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|Expenses                                             |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|General and administrative                           |  |                                    | 7,549     |      |                                   | 4,762     |      |  |      | 22,621    |   |   | 14,666    |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|Total operating expenses                             |  |                                    | 7,549     |      |                                   | 4,762     |      |  |      | 22,621    |   |   | 14,666    |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|Net Loss                                             |  | $                                  | (7,549    | )    | $                                 | (4,762    | )    |  | $    | (22,621   | ) | $ | (14,666   | )
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|Weighted average number of common shares outstanding |  |                                    | 1,244,902 |      |                                   | 1,244,902 |      |  |      | 1,244,902 |   |   | 1,244,902 |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  
|Net loss per share - basic and fully diluted         |  | $                                  | (0.01     | )    | $                                 | (0.00     | )    |  | $    | (0.02     | ) | $ | (0.01     | )
|                                                     |  |                                    |           |      |                                   |           |      |  |      |           |   |   |           |  

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

4

---



24HOLDINGS INC.
STATEMENTS OF CASH FLOWS
(unaudited)

|                                                   |  |                                   |         |   |      |   |         |  
|-------------------------------------------------- |  | --------------------------------- | ------- | - | ---- | - | ------- | -
|                                                   |  | Nine
 Months Ended
 September 30, |        
|                                                   |  |                                   |         |   |      |  
|                                                   |  | 2009                              |         |   | 2008 |  
|                                                   |  |                                   |         |   |      |  
|                                                   |  |                                   |         |   |      |   |         |  
|CASH FLOWS FROM OPERATING
 ACTIVITIES              |  |                                   |         |   |      |   |         |  
|Net loss                                           |  | $                                 | (22,621 | ) |      | $ | (14,666 | )
|Changes in operating
 assets and liabilities       |  |                                   |         |   |      |   |         |  
|Decrease in accrued
 expenses                      |  |                                   | (13,918 | ) |      |   | (9,873  | )
|                                                   |  |                                   |         |   |      |   |         |  
|NET CASH USED IN OPERATING
 ACTIVITIES             |  |                                   | (36,539 | ) |      |   | (24,540 | )
|                                                   |  |                                   |         |   |      |   |         |  
|                                                   |  |                                   |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING
 ACTIVITIES              |  |                                   |         |   |      |   |         |  
|Contributed capital                                |  |                                   | 30,526  |   |      |   | 15,000  |  
|                                                   |  |                                   |         |   |      |   |         |  
|NET CASH PROVIDED BY
 FINANCING ACTIVITIES         |  |                                   | 30,526  |   |      |   | 15,000  |  
|                                                   |  |                                   |         |   |      |   |         |  
|                                                   |  |                                   |         |   |      |   |         |  
|NET DECREASE IN CASH AND CASH
 EQUIVALENTS         |  |                                   | (6,013  | ) |      |   | (9,540  | )
|                                                   |  |                                   |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   |  |                                   | 16,339  |   |      |   | 28,604  |  
|                                                   |  |                                   |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD         |  | $                                 | 10,326  |   |      | $ | 19,064  |  
|                                                   |  |                                   |         |   |      |   |         |  
|                                                   |  |                                   |         |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURE OF
 CASH FLOWS INFORMATION |  |                                   |         |   |      |   |         |  
|                                                   |  |                                   |         |   |      |   |         |  
|Interest paid                                      |  | $                                 | -       |   |      | $ | -       |  
|                                                   |  |                                   |         |   |      |   |         |  
|Income taxes paid                                  |  | $                                 | -       |   |      | $ | -       |  
|                                                   |  |                                   |         |   |      |   |         |  

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

5

---



24HOLDINGS INC.NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(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 $.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, 2009 and for the three and nine month
periods ended September 30, 2009 and 2008 has 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, 2008, 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, 2009, results of operations for the three and nine months ended September
30, 2009 and 2008, and cash flows for the nine months ended September 30, 2009
and 2008, have been made. The results of operations for the three and nine
months ended September 30, 2009 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

6

---



24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(unaudited)

NOTE 1 -
DESCRIPTION OF COMPANY (continued):

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.

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, 2009, 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 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.

7

---



24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(unaudited)

NOTE 2  BASIS OF PRESENTATION

The condensed
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, 2009. The
results of operations for the three and Nine months ended September 30, 2009
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, 2008, 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 SFAS No. 107, 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, 2009. 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, 2009, 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 2008
and 2007, a stockholder contributed an additional $15,000 and $40,000, respectively,
to the Company. During the first nine
months of 2009, a stockholder contributed an additional $30,526 to the Company.

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24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(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.

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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 AND NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008

We currently
do not have any business operations and did not have any revenues during the
three and nine month periods ended September 30, 2009 and 2008, respectively.

Total general
and administrative expenses for the three month periods ended September 30,
2009 and 2008 were $7,549 and $4,762, respectively. Total general and administrative expenses for the nine month
periods ended September 30, 2009 and 2008 were $22,621 and $14,666,
respectively. These expenses are
primarily constituted by professional and filing fees. The increase in expenses
in 2009 is due to an increase in our transfer agent fees.

Liquidity and Capital Resources

At September
30, 2009, 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, 2009, 24Holdings had cash
of $10,326 and working capital of $2,443.

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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.

Off-Balance Sheet
Arrangements

As of
September 30, 2009, 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 4T. CONTROLS AND PROCEDURES.

(a)  Evaluation
of Disclosure Controls and ProceduresOur 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 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 our chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

(b)  Changes
in Internal Control over Financial ReportingThere were no changes in our internal controls over
financial reporting that occurred during the period covered by this report that
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. |  | Description                                                                                          
| |             |  |                                                                                                      
| | 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.

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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 Inc                               
|                        |                                              
|Dated: October 26, 2009 | /s/ Arnold P. Kling                          
|                        | ----------------------------------------     
|                        | Arnold P. Kling, President                   
|                        | (Principal Executive
 Officer)               
|                        |                                              
|Dated: October 26, 2009 | /s/ Kirk M. Warshaw                          
|                        | ----------------------------------------     
|                        | Kirk M. Warshaw, Chief
 Financial Officer    
|                        | (Principal
 Financial and Accounting Officer)

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