|                                                                                     
|-------------------------------------------------------------------------------------
|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: March 31, 2010                                      
|                                                                                     
|o 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.)

133 Summit Avenue Suite 22 
Summit, NJ 07901 
(Address of principal executive offices)

973-635-4047 
(Issuers telephone number)

15 Linden Drive 
Madison, NJ 07940
(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 April
 23, 2010.

---



24HOLDINGS INC. 
Quarterly Report on Form 10-Q 
For the Period Ended March 31, 2010

TABLE OF CONTENTS

|                                                                                               |                                                                                            |    |     
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | -- | ----
|                                                                                               |                                                                                            |    | Page
|                                                                                               |                                                                                            |    |     
|PART
 I. FINANCIAL INFORMATION                                                                 |                                                                                            |   
|                                                                                               |                                                                                            |    |     
|ITEM
 1. FINANCIAL STATEMENTS                                                                  |                                                                                            |   
|                                                                                               |                                                                                            |    |     
|                                                                                               | Balance
 Sheets as of March 31, 2010 (unaudited) and December 31, 2009                     |    | 3   
|                                                                                               |                                                                                            |    |     
|                                                                                               | Statements
 of Operations for the Three Months Ended 
 March 31, 2010 and 2009 (unaudited) |    | 4   
|                                                                                               |                                                                                            |    |     
|                                                                                               | Statements
 of Cash Flows for the Three Months Ended
 March 31, 2010 and 2009 (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                            |                                                                                            | 12
|                                                                                               |                                                                                            |    |     
|ITEM
 4. CONTROLS AND PROCEDURES                                                               |                                                                                            | 12
|                                                                                               |                                                                                            |    |     
|PART
 II OTHER INFORMATION                                                                     |                                                                                            |   
|                                                                                               |                                                                                            |    |     
|ITEM
 6. EXHIBITS                                                                              |                                                                                            | 12
|                                                                                               |                                                                                            |    |     
|SIGNATURES                                                                                     |                                                                                            | 13

FORWARD-LOOKING STATEMENTS

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

2

---



PART I.  FINANCIAL
INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

24HOLDINGS INC BALANCE SHEETS

|                                                                                                       |  |                           |             |                             |   |             |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------- | ----------- | --------------------------- | - | ----------- | -
|                                                                                                       |  | March 31, 2010(unaudited) |             | December 31,
 2009(audited) |  
|                                                                                                       |  |                           |             |                             |  
|ASSETS                                                                                                 |  |                           |             |                             |   |             |  
|Current Assets                                                                                         |  |                           |             |                             |   |             |  
|Cash and cash equivalents                                                                              |  | $                         | 19,030      |                             | $ | 22,030      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|TOTAL CURRENT ASSETS                                                                                   |  |                           | 19,030      |                             |   | 22,030      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|TOTAL ASSETS                                                                                           |  | $                         | 19,030      |                             | $ | 22,030      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|                                                                                                       |  |                           |             |                             |   |             |  
|LIABILITIES AND
 STOCKHOLDERS EQUITY (DEFICIT)                                                        |  |                           |             |                             |   |             |  
|                                                                                                       |  |                           |             |                             |   |             |  
|Current Liabilities                                                                                    |  |                           |             |                             |   |             |  
|Accrued expenses                                                                                       |  | $                         | 19,759      |                             | $ | 15,509      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|TOTAL CURRENT LIABILITIES                                                                              |  |                           | 19,759      |                             |   | 15,509      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|TOTAL LIABILITIES                                                                                      |  | $                         | 19,759      |                             | $ | 15,509      |  
|                                                                                                       |  |                           |             |                             |   |             |  
|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                                                                             |  |                           | 10,753,384  |                             |   | 10,753,384  |  
|Accumulated Deficit                                                                                    |  |                           | (10,755,358 | )                           |   | (10,748,108 | )
|                                                                                                       |  |                           |             |                             |   |             |  
|Total
 stockholders equity (deficit)                                                                  |  |                           | (729        | )                           |   | 6,521       |  
|                                                                                                       |  |                           |             |                             |   |             |  
|                                                                                                       |  |                           |             |                             |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                   |  | $                         | 19,030      |                             | $ | 22,030      |  
|                                                                                                       |  |                           |             |                             |   |             |  

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

3

---



24HOLDINGS INC.
STATEMENTS OF OPERATIONS
(unaudited)

|                                                      |  |                               |           |      |   |           |  
|----------------------------------------------------- |  | ----------------------------- | --------- | ---- | - | --------- | -
|                                                      |  | Three Months Ended
 March 31, |          
|                                                      |  |                               |          
|                                                      |  | 2010                          |           | 2009 |  
|                                                      |  |                               |           |      |  
|Revenues                                              |  | $                             |          |      | $ |          |  
|                                                      |  |                               |           |      |   |           |  
|Expenses                                              |  |                               |           |      |   |           |  
|General and administrative                            |  |                               | 7,250     |      |   | 7,546     |  
|                                                      |  |                               |           |      |   |           |  
|Total operating expenses                              |  |                               | 7,250     |      |   | 7,546     |  
|                                                      |  |                               |           |      |   |           |  
|Net Loss                                              |  | $                             | (7,250    | )    | $ | (7,546    | )
|                                                      |  |                               |           |      |   |           |  
|                                                      |  |                               |           |      |   |           |  
|Weighted average number of
 common shares outstanding |  |                               | 1,244,902 |      |   | 1,244,902 |  
|                                                      |  |                               |           |      |   |           |  
|                                                      |  |                               |           |      |   |           |  
|Net loss per share - basic
 and fully diluted         |  | $                             | (0.01     | )    | $ | (0.01     | )
|                                                      |  |                               |           |      |   |           |  

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

4

---



24HOLDINGS INC.
STATEMENTS OF CASH FLOWS 
(unaudited)

|                                                   |  |                               |        |      |   |         |  
|-------------------------------------------------- |  | ----------------------------- | ------ | ---- | - | ------- | -
|                                                   |  | Three Months Ended
 March 31, |       
|                                                   |  |                               |       
|                                                   |  | 2010                          |        | 2009 |  
|                                                   |  |                               |        |      |  
|                                                  
|CASH FLOWS FROM OPERATING
 ACTIVITIES              |  |                               |        |      |   |         |  
|Net loss                                           |  | $                             | (7,250 | )    | $ | (7,546  | )
|Changes in operating assets
 and liabilities       |  |                               |        |      |   |         |  
|Increase (decrease) in accrued expenses            |  |                               | 4,250  |      |   | (7,504  | )
|                                                   |  |                               |        |      |   |         |  
|NET CASH USED IN OPERATING
 ACTIVITIES             |  |                               | (3,000 | )    |   | (15,050 | )
|                                                   |  |                               |        |      |   |         |  
|                                                   |  |                               |        |      |   |         |  
|CASH FLOWS FROM FINANCING
 ACTIVITIES              |  |                               |        |      |   |         |  
|Contributed capital                                |  |                               |       |      |   | 2,500   |  
|                                                   |  |                               |        |      |   |         |  
|NET CASH PROVIDED BY
 FINANCING ACTIVITIES         |  |                               |       |      |   | 2,500   |  
|                                                   |  |                               |        |      |   |         |  
|                                                   |  |                               |        |      |   |         |  
|NET DECREASE IN CASH AND
 CASH EQUIVALENTS         |  |                               | (3,000 | )    |   | (12,550 | )
|                                                   |  |                               |        |      |   |         |  
|CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD  |  |                               | 22,030 |      |   | 16,339  |  
|                                                   |  |                               |        |      |   |         |  
|CASH AND CASH EQUIVALENTS
 AT END OF PERIOD        |  | $                             | 19,030 |      | $ | 3,789   |  
|                                                   |  |                               |        |      |   |         |  
|                                                   |  |                               |        |      |   |         |  
|SUPPLEMENTAL DISCLOSURE OF
 CASH FLOWS INFORMATION |  |                               |        |      |   |         |  
|                                                   |  |                               |        |      |   |         |  
|Interest paid                                      |  | $                             |       |      | $ |        |  
|                                                   |  |                               |        |      |   |         |  
|Income taxes paid                                  |  | $                             |       |      | $ |        |  
|                                                   |  |                               |        |      |   |         |  

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

5

---



24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
(unaudited)

NOTE 1 - DESCRIPTION OF
COMPANY:

We are a Delaware corporation
formerly known as Scoop, Inc. In April 2001, Scoop, Inc. amended its
Certificate of Incorporation to change its name to 24Holdings Inc. (we,
our, us or 24Holdings). Prior to September 30, 2005, 24Holdings was a
holding company that conducted its business operations through its wholly owned
subsidiary 24STORE (Europe) Limited, a company incorporated under the laws of
England formerly known as 24STORE.com Limited (24STORE). 24STORE commenced
business operations in 1996 and focused on the sale of media products and
business information services. Commencing in July 1998, we underwent voluntary
reorganization under Chapter 11 of the United States Bankruptcy Code. In
accordance with the Plan of Reorganization approved by the Bankruptcy Court in
December 1999, InfiniCom, AB, a Swedish registered company (Infinicom),
acquired 91% of our outstanding stock in exchange for 100% of the stock of
24STORE. Subsequent to Infinicoms acquisition in 1999 and until September 30,
2005, the business operations of 24STORE, which represented all of our
operations, were devoted to supplying business customers with computer and
electronics products.

On October 23, 2006 (the
Effective Date), we implemented a 1 for 125 reverse stock split (the Reverse
Split) of our common stock par value $0.001 per share (the Common Stock).
Pursuant to the Reverse Split, each 125 shares of Common Stock issued and
outstanding as of the Effective Date was converted into one (1) share of Common
Stock. The Reverse Split also reduced the number of shares of Common Stock into
which each share of Series A Convertible Preferred Stock, par value $.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 March 31, 2010 and for the three month period ended March 31,
2010 and 2009 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, 2009, previously
filed with the SEC.

In the opinion of management,
all adjustments (which include normal recurring adjustments) necessary to
present a fair statement of our financial position as of March 31, 2010,
results of operations for the three months ended March 31, 2010 and 2009, and
cash flows for the three months ended March 31, 2010 and 2009, have been made.
The results of operations for the three months ended March 31, 2010 are not
necessarily indicative of the operating results that may be expected for the
full fiscal year or any future periods.

CHANGE OF OWNERSHIP
TRANSACTIONS

On May 26, 2005, we entered
into a series of agreements with Infinicom in connection with our sale of all
of the outstanding stock of 24STORE (the 24STORE Sale) and separately, the
assignment of all rights and title to certain trademarks and domain names (the
IP Assets) that we held (the IP Assignment). Pursuant to the terms of the
24STORE Sale, Infinicom paid us $100,000 for our 24STORE shares and pursuant to
the IP Assignment, we paid for the IP Assets through a set-off against all
outstanding and contingent liabilities we owed to Infinicom determined as of
the closing date of the 24STORE Sale, which amounted to $603,830.

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

On May 26, 2005, Infinicom,
24Holdings, Moyo Partners, LLC (Moyo) and R&R Biotech Partners, LLC
(R&R, and together with Moyo, the Purchasers) entered into a Common
Stock Purchase Agreement (the Infinicom Sale Agreement) pursuant to which,
Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares of
Common Stock (which included shares issuable upon conversion of the Preferred
Stock) which represented approximately 83.6% of the then issued and outstanding
shares of Common Stock (the Infinicom Sale). In return, the Purchasers (i)
paid to Infinicom $500,000 in cash, and (ii) agreed that upon the occurrence of
one of several post-closing events, including a merger with one or more as yet
unidentified private unaffiliated operating companies, to cause 24Holdings to
issue to Infinicom shares of Common Stock representing 1% of the then issued
and outstanding

6

---



24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS 
March 31, 2010
(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 March 31, 2010, our
authorized capital stock consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock of which 1,244,902 shares of Common Stock,
and no shares of Preferred Stock, are issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and
non-assessable.

THE COMPANY TODAY

Since September 30, 2005, our
purpose has been to serve as a vehicle to acquire an operating business 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 
March 31, 2010 
(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 March 31, 2010. The results of operations for the three months
ended March 31, 2010 are not necessarily indicative of the results of
operations for the full year or any other interim period. These financial
statements should be read in conjunction with the financial statements and the
notes thereto, included in our Annual Report on Form 10-K for the year ended
December 31, 2009, previously filed with the SEC.

NOTE 3  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

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

Fair Value of Financial
Instruments - Pursuant to the accounting guidance, Disclosures About Fair
Value of Financial Instruments, we are required to estimate the fair value of
all financial instruments included on our balance sheet as of March 31, 2010.
We consider the carrying value of accrued expenses in the financial statements
to approximate their face value.

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

NOTE 4  STOCKHOLDERS EQUITY
(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 March 31, 2010, our
authorized capital stock consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock, of which 1,244,902 shares of Common Stock,
and no shares of Preferred Stock, are issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and
non-assessable.

During 2009 and 2008, a
stockholder contributed an additional $51,026 and $15,000, respectively, to the
Company.

8

---



24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
(unaudited)

NOTE 5  NEW ACCOUNTING
PRONOUNCEMENTS

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

NOTE 6  COMMITMENTS AND
CONTIGENCIES

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

NOTE 7  SUBSEQUENT EVENTS

The Company has evaluated
subsequent events through April 16, 2010, and has determined that there were no
subsequent events to recognize or disclose in these financial statements.

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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 MONTHS ENDED MARCH 31, 2010 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2009

We currently do not have any
business operations and did not have any revenues during the three month
periods ended March 31, 2010 and 2009.

Total general and
administrative expenses for the three month periods ended March 31, 2010 and
2009 were $7,250 and $7,546, respectively. These expenses are primarily
constituted by professional and filing fees.

Liquidity and Capital
Resources

At March 31, 2010, 24Holdings
did not have any revenues from operations. Absent a merger or other combination
with an operating company, 24Holdings does not expect to have any revenues from
operations. No assurance can be given that such a merger or other combination
will occur or that 24Holdings can engage in any public or private sales of its
equity or debt securities to raise working capital. 24Holdings is dependent
upon future loans or capital contributions from its present stockholders and/or
management and there can be no assurances that its present stockholders or
management will make any loans or capital contributions to 24Holdings. At March
31, 2010, 24Holdings had cash of $19,030 and negative working capital of $729.

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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Critical Accounting Policies

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

Use
of Estimates

In preparing financial
statements in accordance with GAAP, management makes certain estimates and
assumptions, where applicable, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. While actual results could differ from
those estimates, management does not expect such variances, if any, to have a
material effect on the financial statements.

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.

Earnings
(Loss) Per Share

Basic earnings (loss) per
share has been computed on the basis of the weighted average number of common
shares outstanding during each period presented according to the the Financial
Accounting Standards Boards (FASB) guidance for EARNINGS PER SHARE. Diluted
earnings (loss) per share reflects the potential dilution that could occur if
options or other contracts to issue shares of common stock were exercised or
converted to common stock as long as the effect of their inclusion is not
anti-dilutive. We currently have no options or contracts to issue shares of
common stock outstanding.

Income
Taxes

The asset and liability
method is used in accounting for income taxes. Under this method, deferred tax
assets and liabilities are recognized for operating loss and tax credit carry
forwards and for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that includes
the enactment date. A valuation allowance is recorded to reduce the carrying
amounts of deferred tax assets unless it is more likely than not that such
assets will be realized.

Financial
Instruments

The estimated fair values of
all reported assets and liabilities which represent financial instruments, none
of which are held for trading purposes, approximate their carrying value
because of the short term maturity of these instruments or the stated interest
rates are indicative of market interest rates.

Equity
Based Compensation

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

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New
Accounting Pronouncements

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

Off-Balance Sheet Arrangements

As of March 31, 2010, we have
no off-balance sheet arrangements such as guarantees, retained or contingent
interest in assets transferred, obligation under a derivative instrument and
obligation arising out of or a variable interest in an unconsolidated entity.

ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

(a)
Evaluation of Disclosure Controls and Procedures

Our management, with the
participation of both of our president and chief financial officer, carried out
an evaluation of the effectiveness of our disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 (the Exchange Act) Rules
13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report
(the Evaluation Date). Based upon that evaluation, both of our president and
chief financial officer concluded that as of the Evaluation Date, our
disclosure controls and procedures are 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 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 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.

12

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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: April
 23, 2010 | /s/ Arnold
 P. Kling                          | 
|                       |                                               | 
|                       | Arnold P.
 Kling, President                  
|                       | (Principal
 Executive Officer)               
|                       |                                              
|Dated: April
 23, 2010 | /s/ Kirk M.
 Warshaw                          | 
|                       |                                               | 
|                       | Kirk M.
 Warshaw, Chief Financial Officer    
|                       | (Principal
 Financial and Accounting Officer)

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