UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~July 2224, ~~2012~~2014

24HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-22281		33-0726608
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

133 Summit Avenue, Suite 22, Summit, NJ		07901
131 Columbia Turnpike, Suite #1, Florham Park, NJ		07932
(Address Of Principal Executive Office)		(Zip Code)

Registrant's telephone number, including area code (973) 635-4047

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 42.0103 ~~Changes~~Creation inof ~~Registrant’s~~a ~~Certifying~~Direct ~~Accountant~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~Effective~~On ~~October~~July 2224, ~~2012,~~ ~~24Holdings~~2014, 24Holdings Inc., a Delaware corporation (OTCQB: TWFH) (the “Company”) ~~dismissed~~issued ~~Sherb~~convertible &promissory ~~Co.,~~notes ~~LLP~~ (the “~~Sherb~~2014 Notes”) ~~from~~in ~~serving~~the asprincipal ~~the~~amount ~~Company’s~~of $55,000 to each of Iroquois Master Fund Ltd and Hudson Bay Master Fund Ltd. (an aggregate ~~independent~~of ~~accountants~~$110,000). AsThe 2014 Notes have a maturity date of ~~October~~December 2231, ~~2012~~2015 ~~the~~and ~~Company~~bear ~~engaged~~interest ~~Liggett,~~at ~~Vogt~~the &rate ~~Webb~~of 5.0% per annum, Ppayable at maturity.A. (The principal and accrued interest on the 2014 Notes are convertible at the “~~Liggett~~Conversion Price”) (as ~~its~~defined ~~new~~in ~~independent~~the ~~accountants.~~2014 ~~The~~Notes) into shares of the Company’s ~~Board~~common stock at the option of ~~Directors~~the ~~unanimously~~holder, ~~recommended~~subject ~~that~~to the ~~Company~~“Beneficial Ownership ~~change~~Cap” ~~audit~~(as ~~firms~~defined in the 2014 Notes), ~~directed~~ or upon the ~~process~~consummation of ~~review~~a of“Fundamental ~~candidate~~Transaction” ~~firms~~(as todefined in ~~replace~~the ~~Sherb~~2014 ~~and~~Notes). ~~made~~The proceeds of the ~~final~~2014 ~~decision~~Notes will be utilized by the Company to ~~engage~~fund ~~Liggett~~working capital needs.

The ~~reports~~foregoing ~~of Sherb~~description ~~on the financial statements~~ of the ~~Company~~2014 ~~for~~Notes ~~the~~is ~~years ended December 31, 2010 and 2011 contained no adverse opinion or disclaimer of opinion and were not~~ qualified orin ~~modified as to uncertainty, audit scope or accounting principle. In connection with~~ its ~~audits of~~entirety by the ~~years~~full ~~ended~~text ~~December 31, 2010 and 2011 and reviews~~ of the ~~Company’s~~2014 ~~financial statements through October 22~~Notes, ~~2012, there~~which ~~were~~are nofiled ~~disagreements~~as ~~with~~Exhibits ~~Sherb~~4.1 onand ~~any matter of accounting principles or practices~~4.2, ~~financial statement disclosure~~respectively, or ~~auditing~~hereto ~~scope~~and orincorporated ~~procedure,~~by ~~which disagreements, if not resolved to the satisfaction of Sherb, would have caused them to make~~ reference ~~thereto in their report on the financial statements for such years~~herein.

~~The Company has furnished to Sherb the statements made in this~~ Item 49.01. ~~Attached~~Financial asStatements ~~Exhibit~~and ~~16.1 to this Form 8-K is Sherb’s letter to the Commission, dated October 22, 2012 regarding these statements.~~Exhibits

~~During the two most recent fiscal years and through October 22, 2012, the Company has not consulted with Liggett on any matter that~~ (id) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, in each case where a written report was provided or oral advice was provided that Liggett concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-KExhibits.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description of Exhibits
4.1		Convertible Note, dated July 24, 2014, in the principal amount of $55,000, bearing interest at the rate of 5.0% per annum issued by the Company to Iroquois Master Fund Ltd.
4.2		Convertible Note, dated July 24, 2014, in the principal amount of $55,000, bearing interest at the rate of 5.0% per annum issued by the Company to Hudson Bay Master Fund Ltd.

~~(c) Exhibits~~********

Exhibit No.		Description
16.1		Letter, dated October 22, 2012 from Sherb & Co., LLP to the Securities and Exchange Commission, regarding change in certifying accountant of the Company.

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

SIGNATURES

	24Holdings Inc.


Dated: July 28, 2014	By:	/s/ Arnold P. Kling
		Arnold P. Kling,
		President

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	24Holdings, Inc.
Dated: October 23, 2012	By:	/s/ Arnold Kling
		Arnold P. Kling,
		President

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