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: June 30, 2008

[ ] 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.)

                                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)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                Yes  [X]   No  [ ]

Indicate by check mark whether the registrant 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  [ ]                    Accelerated filer [ ]
Non-accelerated filer  [ ]                      Smaller reporting company [X]


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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: There were a total of 1,244,902
shares of the issuer's common stock, par value $.001 per share, outstanding as
of July 29, 2008.





<PAGE>


                                 24HOLDINGS INC.
                          Quarterly Report on Form 10-Q
                       For the Period Ended June 30, 2008

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007     3

         Statements of Operations for the Three and Six Months Ended
         June 30, 2008 and 2007 (unaudited)                                       4

         Statements of Cash Flows for the Six Months Ended
         June 30, 2008 and 2007 (unaudited)                                       5

         NOTES TO FINANCIAL STATEMENTS (unaudited)                                6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION                                                11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              12

ITEM 4T. CONTROLS AND PROCEDURES                                                 12

PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS                                                                12

SIGNATURES                                                                       13
</TABLE>


                           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
<PAGE>


                         PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

                                          24HOLDINGS INC
                                          BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                           JUNE 30, 2008     DECEMBER 31,
                                                                            (UNAUDITED)        2007
                                                                            ------------    ------------
<S>                                                                         <C>             <C>
                                     ASSETS
Current Assets
     Cash and cash equivalents                                              $     10,261    $     28,604
                                                                            ------------    ------------
                  TOTAL CURRENT ASSETS                                            10,261          28,604
                                                                            ------------    ------------
     TOTAL ASSETS                                                           $     10,261    $     28,604
                                                                            ============    ============
                   LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities

           Accrued expenses                                                 $      9,711    $     18,149
                                                                            ------------    ------------
                  TOTAL CURRENT LIABILITIES                                        9,711          18,149
                                                                            ------------    ------------
     TOTAL LIABILITIES                                                      $      9,711    $     18,149

     STOCKHOLDERS' EQUITY
     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           1,245
     Additional Paid-in Capital                                               10,687,358      10,687,358
     Deficit accumulated during the developmental period                     (10,688,053)    (10,678,148)
                                                                            ------------    ------------
                      TOTAL STOCKHOLDERS' EQUITY                                     550          10,455
                                                                            ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $     10,261    $     28,604
                                                                            ============    ============
</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                      Six Months Ended
                                             June 30,                               June 30,
                                       2008              2007               2008              2007
                                  -----------------------------          ---------------------------------
<S>                               <C>                <C>                 <C>                    <C>
Revenues                          $        -         $        -          $        -             $        -

Expenses
General and administrative             4,750             10,454               9,904                 23,111
                                  -----------        -----------         -----------            -----------
Total operating expenses               4,750             10,454               9,904                 23,111
                                  -----------        -----------         -----------            -----------
Net Loss                          $   (4,750)        $  (10,454)         $   (9,904)            $  (23,111)
                                  ===========        ===========         ===========            ===========
Weighted average number of
common shares outstanding          1,244,902          1,244,902           1,244,902              1,244,902
                                  ===========        ===========         ===========            ===========
Net loss per share - basic and
fully diluted                     $    (0.00)        $    (0.01)         $    (0.01)            $    (0.02)
                                  ===========        ===========         ===========            ===========
</TABLE>



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


                                       4
<PAGE>


                                 24HOLDINGS INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                          June 30
                                                              2008                      2007
                                                          ------------              ------------
<S>                                                        <C>                       <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $   (9,904)               $ (23,111)
Decrease in Accrued expenses                                   (8,439)                  (8,232)
                                                          ------------              ------------
NET CASH USED IN OPERATING ACTIVITIES                         (18,343)                 (31,343)
                                                          ------------              ------------
CASH FLOWS FROM INVESTING ACTIVITIES:                               -                        -
                                                          ------------              ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital                                                 -                   15,000
                                                          ------------              ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                           -                   15,000
                                                          ------------              ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                     (18,343)                 (16,343)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               28,604                   29,635
                                                          ------------              ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   10,261                $  13,292
                                                          ============              =============

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
                                  June 30, 2008
                                   (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 June 30, 2008 and for the three and six
month  periods  ended June 30, 2008 and 2007 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,
2007, 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 June 30, 2008,  results of operations for the three and six months ended June
30,  2008 and 2007,  and cash flows for the six months  ended June 30,  2008 and
2007,  have been made.  The results of  operations  for the three and six months
ended June 30, 2008 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
                                  June 30, 2008
                                   (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 June 30, 2008, 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
                                  June 30, 2008
                                   (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 June 30, 2008.  The results of
operations for the three and six months ended June 30, 2008 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, 2007, 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 June 30,
2008.  We consider  the  carrying  value of accrued  expenses  in the  financial
statements to approximate their face value.

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

NOTE 4 - STOCKHOLDERS' EQUITY

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

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

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

As of June 30, 2008, 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 2007, a stockholder contributed an additional $40,000 to the Company.


                                       8
<PAGE>


                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (unaudited)

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

FASB 141(revised 2007) - Business Combinations

In December  2007,  the FASB  issued  FASB  Statement  No. 141  (revised  2007),
Business Combinations.  This Statement replaces FASB Statement No. 141, Business
Combinations.  This Statement retains the fundamental  requirements in Statement
141 that the acquisition  method of accounting  (which  Statement 141 called the
purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. This Statement defines the acquirer as
the entity  that  obtains  control  of one or more  businesses  in the  business
combination and  establishes the acquisition  date as the date that the acquirer
achieves control.  This Statement's scope is broader than that of Statement 141,
which  applied only to business  combinations  in which  control was obtained by
transferring  consideration.  By  applying  the same  method of  accounting--the
acquisition  method--to  all  transactions  and other events in which one entity
obtains control over one or more other businesses,  this Statement  improves the
comparability  of  the  information  about  business  combinations  provided  in
financial reports.

This  Statement  requires an  acquirer to  recognize  the assets  acquired,  the
liabilities  assumed,  and any  non-controlling  interest in the acquiree at the
acquisition  date,  measured at their fair values as of that date,  with limited
exceptions   specified  in  the  Statement.   That  replaces   Statement   141's
cost-allocation  process,  which  required  the  cost  of an  acquisition  to be
allocated to the individual  assets  acquired and  liabilities  assumed based on
their estimated fair values.

This Statement  applies to all  transactions  or other events in which an entity
(the  acquirer)  obtains  control  of one or  more  businesses  (the  acquirer),
including those  sometimes  referred to as "true mergers" or "mergers of equals"
and combinations achieved without the transfer of consideration, for example, by
contract  alone or through the lapse of minority  veto  rights.  This  Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture,  (b) The acquisition of
an  asset or a group of  assets  that  does not  constitute  a  business,  (c) A
combination  between  entities  or  businesses  under  common  control,   (d)  A
combination  between  not-for-profit  organizations  or  the  acquisition  of  a
for-profit business by a not-for-profit organization.

This Statement  applies  prospectively  to business  combinations  for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period  beginning  on or after  December  15,  2008.  An entity may not apply it
before that date.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.

FASB 160 - Non-controlling  Interests in Consolidated  Financial Statements - an
amendment of ARB No. 51

In  December  2007,  the FASB issued FASB  Statement  No. 160 -  Non-controlling
Interests  in  Consolidated  Financial  Statements - an amendment of ARB No. 51.
This  Statement  applies to all  entities  that prepare  consolidated  financial
statements,  except  not-for-profit  organizations,  but will  affect only those
entities  that  have  an  outstanding  non-controlling  interest  in one or more
subsidiaries or that  deconsolidate a subsidiary.  Not-for-profit  organizations
should  continue to apply the guidance in Accounting  Research  Bulletin No. 51,
Consolidated Financial Statements, before the amendments made by this Statement,
and any  other  applicable  standards,  until the  Board  issues  interpretative
guidance.

This Statement amends ARB 51 to establish accounting and reporting standards for
the  non-controlling  interest in a subsidiary and for the  deconsolidation of a
subsidiary.  It clarifies that a non-controlling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  Statement was issued,
limited guidance existed for reporting  non-controlling  interests. As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity.

A non-controlling interest, sometimes called a minority interest, is the portion
of equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance,  comparability, and
transparency of the financial


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<PAGE>


                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (unaudited)

Note 5 - New Accounting Pronouncements (continued):

information  that a  reporting  entity  provides in its  consolidated  financial
statements by establishing  accounting and reporting standards that require: (a)
The ownership interests in subsidiaries held by parties other than the parent be
clearly  identified,  labeled,  and presented in the  consolidated  statement of
financial position within equity, but separate from the parent's equity, (b) The
amount  of  consolidated  net  income  attributable  to  the  parent  and to the
non-controlling  interest be clearly identified and presented on the face of the
consolidated  statement of income,  (c) Changes in a parent's ownership interest
while the parent retains its controlling financial interest in its subsidiary be
accounted  for  consistently.  A parent's  ownership  interest  in a  subsidiary
changes if the parent purchases additional ownership interests in its subsidiary
or if the parent sells some of its  ownership  interests in its  subsidiary.  It
also changes if the subsidiary reacquires some of its ownership interests or the
subsidiary issues additional ownership interests.  All of those transactions are
economically  similar,  and this  Statement  requires that they be accounted for
similarly, as equity transactions, (d) When a subsidiary is deconsolidated,  any
retained non-controlling equity investment in the former subsidiary be initially
measured  at  fair  value.  The  gain  or  loss  on the  deconsolidation  of the
subsidiary  is  measured  using  the fair  value of any  non-controlling  equity
investment  rather than the carrying  amount of that  retained  investment,  (e)
Entities  provide  sufficient  disclosures that clearly identify and distinguish
between the  interests of the parent and the  interests  of the  non-controlling
owners.

This Statement is effective for fiscal years,  and interim  periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar  year-ends).  Earlier  adoption is  prohibited.  This
Statement shall be applied  prospectively as of the beginning of the fiscal year
in which this Statement is initially  applied,  except for the  presentation and
disclosure  requirements.  The presentation and disclosure requirements shall be
applied  retrospectively  for all periods  presented.  Management  believes this
Statement  will have no impact on the  financial  statements of the Company 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.


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<PAGE>



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

PLAN OF OPERATION

Since September 30, 2005 our purpose is to effect a business combination with an
operating  business which we believe has significant  growth  potential.  We are
currently  considered  to  be a  "shell"  company  in as  much  as  we  have  no
operations,   revenues  or  employees.  We  have  no  definitive  agreements  or
understandings with any prospective  business  combination  candidates and there
are no assurances  that we will find a suitable  business with which to combine.
The  implementation  of our  business  objectives  is wholly  contingent  upon a
business combination and/or the successful sale of securities in 24Holdings.  We
intend to utilize the proceeds of any offering,  any sales of equity  securities
or debt securities,  bank and other borrowings or a combination of those sources
to effect a business  combination  with a target  business  which we believe has
significant growth potential. While we may, under certain circumstances, seek to
effect  business  combinations  with more than one target  business,  unless and
until  additional  financing is obtained,  we will not have sufficient  proceeds
remaining after an initial business combination to undertake additional business
combinations.

A common reason for a target company to enter into a merger with a shell company
is the  desire to  establish  a public  trading  market for its  shares.  Such a
company would hope to avoid the perceived adverse  consequences of undertaking a
public  offering  itself,  such as the  time  delays  and  significant  expenses
incurred  to comply  with the  various  Federal  and state  securities  law that
regulate initial public offerings.

As a result of our limited resources,  we expect to have sufficient  proceeds to
effect only a single business  combination.  Accordingly,  the prospects for our
success  will be  entirely  dependent  upon the future  performance  of a single
business.  Unlike certain entities that have the resources to consummate several
business  combinations or entities operating in multiple  industries or multiple
segments of a single  industry,  we will not have the resources to diversify our
operations  or benefit from the possible  spreading  of risks or  offsetting  of
losses.  A target  business  may be  dependent  upon the  development  or market
acceptance of a single or limited number of products,  processes or services, in
which case there will be an even higher risk that the target  business  will not
prove to be commercially viable.

Our  officers  are only  required to devote a small  portion of their time (less
than 10%) to our affairs on a part-time  or  as-needed  basis.  We expect to use
outside consultants, advisors, attorneys and accountants as necessary. We do not
anticipate  hiring  any  full-time  employees  so  long  as we are  seeking  and
evaluating business opportunities.

We expect  our  present  management  to play no  managerial  role in  24Holdings
following a business  combination.  Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business,  our assessment of management may
be incorrect.  We cannot  assure you that we will find a suitable  business with
which to combine.

RESULTS OF OPERATIONS  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 COMPARED
TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2007

We currently do not have any business  operations  and did not have any revenues
during the six month periods ended June 30, 2008 and 2007, respectively.

Total general and administrative expenses for the three month periods ended June
30,  2008 and 2007 were  $4,750 and  $10,454,  respectively.  Total  general and
administrative  expenses for the six month  periods ended June 30, 2008 and 2007
were $9,904 and $23,111, respectively.  These expenses are primarily constituted
by  professional  and filing fees.  The decrease in expenses in 2007 is due to a
decline in our professional fees.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2008, 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 June 30, 2008,  24Holdings had cash of $10,261
and working capital of $550.


                                       11
<PAGE>


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.

COMMITMENTS

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of June 30, 2008.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information  required
by this Item.

ITEM 4T.  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
<PAGE>


                                   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: July 29, 2008             /s/ Arnold P. Kling
                                 --------------------------------------------
                                 Arnold P. Kling, President
                                 (Principal Executive Officer)

Dated: July 29, 2008             /s/ Kirk M. Warshaw
                                 --------------------------------------------
                                 Kirk M. Warshaw, Chief Financial Officer
                                 (Principal Financial and Accounting Officer)




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