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

                                   FORM 10-QSB


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: September 30, 2007

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


                        COMMISSION FILE NUMBER 000-22281
                  ---------------------------------------------

                                 24HOLDINGS INC.

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





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


                                47 School Avenue
                                Chatham, NJ 07928
                    (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)

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

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

State the number of shares outstanding of issuer's common equity as of the last
practicable date: As of October 11, 2007, there were 1,244,902 shares of common
stock outstanding.

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


<PAGE>


                                 24HOLDINGS INC.
                         Quarterly Report on Form 10-QSB
                     For the Period Ended September 30, 2007

                                TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
                                                                          PAGE
                                                                          ----
ITEM 1. FINANCIAL STATEMENTS

        Balance Sheet as of September 30, 2007 (unaudited)                   3

        Statements of Operations for the Three and Nine Months Ended
        September 30, 2007 and 2006 (unaudited)                              4

        Statements of Cash Flows for the Nine Months Ended
        September 30, 2007 and 2006 (unaudited)                              5

        NOTES TO FINANCIAL STATEMENTS (unaudited)                            6

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

ITEM 3.  CONTROLS AND PROCEDURES                                            11


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                  11
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS        11
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                    11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                11
ITEM 5.  OTHER INFORMATION                                                  11
ITEM 6.  EXHIBITS                                                           11

SIGNATURES                                                                  12

                           FORWARD-LOOKING STATEMENTS

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


                                       2
<PAGE>

                         PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

                                 24HOLDINGS INC.
                                  BALANCE SHEET
                               September 30, 2007
                                   (unaudited)

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

<S>                                                                             <C>
Current Assets
     Cash and cash equivalents                                                  $     10,876
                                                                                ------------
        TOTAL CURRENT ASSETS                                                          10,876
                                                                                ------------
     TOTAL ASSETS                                                               $     10,876
                                                                                ============

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

Current Liabilities
     Accrued expenses                                                           $     11,946
                                                                                ------------
        TOTAL CURRENT LIABILITIES                                                     11,946
                                                                                ------------
TOTAL LIABILITIES                                                               $     11,946

STOCKHOLDER'S DEFICIT
Convertible Preferred stock; $0.001 par value, 5,000,000 authorized,
no shares issued and outstanding                                                 $         -
Common stock, $.001 par value; 100,000,000 shares
authorized, 1,244,902 shares issued and outstanding                                    1,245
Additional paid-in capital                                                        10,662,358
Deficit accumulated during the development period                                (10,664,673)
                                                                                ------------

        TOTAL STOCKHOLDER'S DEFICIT                                             $     (1,070)
                                                                                ------------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                                     $     10,876
                                                                                ============
</TABLE>


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



                                       3
<PAGE>

                                 24HOLDINGS INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                          Three Months Ended                     Nine Months Ended
                                             September 30,                         September 30,
                                         2007              2006              2007               2006
                                    --------------   ---------------    -------------     ---------------
<S>                                  <C>                <C>                <C>               <C>
Revenues                             $         -        $         -        $         -       $         -

Expenses
General and administrative                 7,975              2,892             31,086            57,248
                                     -----------        -----------        -----------       -----------
Total operating expenses                   7,975              2,892             31,086            57,248
                                     -----------        -----------        -----------       -----------
Net Loss                             $    (7,975)       $    (2,892)       $   (31,086)      $   (57,248)
                                     ===========        ===========        ===========       ===========

Weighted average number of
common shares outstanding              1,244,902            769,179          1,244,902           769,179
                                     ===========        ===========        ===========       ===========

Net loss per share - basic and
fully diluted                        $     (0.01)       $     (0.00)       $     (0.02)      $     (0.07)
                                     ===========        ===========        ===========       ===========
</TABLE>



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


                                       4
<PAGE>

                                 24HOLDINGS INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                  September 30,                   September 30,
                                                                      2007                             2006
                                                          ------------------------------    ---------------------------

<S>                                                                <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           $ (31,086)                      $ (57,248)
Preferred shares issues for services                                       -                          18,750
Changes in operating assets and liabilities
                 Accounts receivable                                       -                           7,500
                 Accrued expenses                                     (2,672)                        (31,438)
                                                                   ---------                       ---------
NET CASH USED IN OPERATING ACTIVITIES                                (33,759)                        (62,436)
                                                                   ---------                       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
                 Contributed capital                                  15,000                               -
                                                                   ---------                       ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             15,000                               -
                                                                   ---------                       ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS                            (18,759)                        (62,436)

CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD                                                                29,635                         100,000
                                                                   ---------                       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $  10,876                       $  37,564
                                                                   =========                       =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
                 Interest paid                                     $       -                       $       -
                                                                   =========                       =========
                 Income taxes paid                                 $       -                       $       -
                                                                   =========                       =========
</TABLE>



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


                                       5
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2007
                                   (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, 2007 and for the three and
nine month periods ended  September 30, 2007 and 2006 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-KSB for the year ended  December  31,
2006, 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, 2007,  and results of  operations  and cash flows for the three
and nine months ended  September  30, 2007 and 2006,  as  applicable,  have been
made.  The results of operations  for the three and nine months ended  September
30, 2007 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
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2007
                                   (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, 2007, 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
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2007
                                   (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, 2007. The results
of  operations  for the three and nine months ended  September  30, 2007 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-KSB for the year ended  December  31, 2006,  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, 2007.  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' DEFICIT

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, 2007, 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.


                                       8
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

In February 2007,  The Financial  Accounting  Standards  Board (the FASB) issued
Statement of Financial  Accounting  Standards No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities" (SFAS No. 159). SFAS No. 159 permits
entities to choose,  at specified  election dates, to measure  eligible items at
fair value (the "fair value option").  A business entity shall report unrealized
gains and  losses on items for which the fair value  option has been  elected in
earnings  at  each  subsequent  reporting  date.  The  objective  is to  improve
financial  reporting  by providing  entities  with the  opportunity  to mitigate
volatility  in  reported   earnings  caused  by  measuring  related  assets  and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  SFAS No. 159 is effective as of the beginning of an entity's  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the  beginning  of a fiscal year that begins on or before  November 15, 2007,
provided the entity also elects to apply the  provisions of SFAS No. 157,  "Fair
Value  Measurements"  (SFAS No. 157).  Management believes SFAS No. 159 will not
have a material impact on our financial statements once adopted.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the  Effects of Prior  Year  Misstatements  when  quantifying  Misstatements  in
Current Year Financial  Statements  ("SAB 108").  SAB 108 requires  companies to
evaluate the  materiality  of  identified  unadjusted  errors on each  financial
statement and related  financial  statement  disclosure  using both the rollover
approach and the iron curtain  approach,  as those terms are defined in SAB 108.
The rollover approach quantifies  misstatements based on the amount of the error
in the current  year  financial  statement,  whereas the iron  curtain  approach
quantifies  misstatements  based on the effects of correcting  the  misstatement
existing in the balance  sheet at the end of the current year,  irrespective  of
the  misstatement's  year(s)  of  origin.  Financial  statements  would  require
adjustment  when either approach  results in quantifying a misstatement  that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a company determines that
an  adjustment to prior year  financial  statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must  recognize  the  cumulative  effect  of  applying  SAB 108 in  fiscal  2006
beginning  balances of the affected assets and liabilities  with a corresponding
adjustment to the fiscal 2006 opening balance in retained  earnings.  SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006.  The  adoption  of SAB  108  did  not  have  an  impact  on our  financial
statements.

In September  2006,  the FASB issued SFAS No. 157.  SFAS 157 defines fair value,
establishes  a  framework  for  measuring  fair  value  in  generally   accepted
accounting  principles,  and expands  disclosures about fair value measurements.
SFAS 157 applies under other  accounting  pronouncements  that require or permit
fair  value  measurements,  the  board  having  previously  concluded  in  those
accounting  pronouncements that fair value is a relevant measurement  attribute.
Accordingly, SFAS 157 does not require any new fair value measurements. However,
for some entities,  the  application of SFAS 157 will change current  practices.
SFAS 157 is effective for financial  statements for fiscal years beginning after
November  15, 2007.  Early  adoption is permitted  provided  that the  reporting
entity has not yet issued financial statements for that fiscal year.  Management
believes SFAS 157 will not have a material  impact on our  financial  statements
once adopted.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.


                                       9
<PAGE>

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

PLAN OF OPERATION

Since September 30, 2005 our purpose is to effect a business combination with an
operating  business which we believe has significant  growth  potential.  We are
currently  considered  to  be a  "shell"  company  in as  much  as  we  have  no
operations,   revenues  or  employees.  We  have  no  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, 2007
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006

We currently do not have any business  operations  and have not had any revenues
during the three and nine  month  periods  ended  September  30,  2007 and 2006,
respectively.

Total general and  administrative  expenses for the three and nine month periods
ended September 30, 2007 were $7,975 and $31,086,  respectively,  as compared to
$2,892 and $57,248,  respectively,  for the same periods in 2006. These expenses
are primarily constituted by professional and filing fees.


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2007,  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, 2007,  24Holdings  had cash of
$10,876 and a working capital deficit of $1,070.

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.


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<PAGE>

COMMITMENTS

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of September 30, 2007.


ITEM 3.  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 effective to
ensure that  information  required to be  disclosed by us in the reports that we
file or submit under the Exchange Act (i) is recorded, processed, summarized and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) is accumulated and communicated to our management,  including our president
and chief financial officer,  as appropriate to allow timely decisions regarding
required disclosure.

       (B)   CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  controls over  financial  reporting  that
occurred during 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 1.  LEGAL PROCEEDINGS.

         None.

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

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS

       EXHIBIT NO.        DESCRIPTION
       -----------        -----------

           31.1    Certification of 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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<PAGE>

                                   SIGNATURES


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

                                    24Holdings Inc

Dated: October 11, 2007             /s/ Arnold P. Kling
                                    --------------------------------------------
                                    Arnold P. Kling, President
                                    (Principal Executive Officer)

Dated: October 11, 2007             /s/ Kirk M. Warshaw
                                    --------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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