UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended: June 30, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the ~~quarterly~~transition period from ~~ended:~~_________ to ~~September 30, 2013~~__________

¨ 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~~131 ~~Summit~~Columbia ~~Avenue~~Turnpike, Suite 221

~~Summit~~Florham Park, NJ ~~07901~~07932

(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 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 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 2,071,644 shares of the issuer’s common stock, par value $.001 per share, outstanding as of ~~November~~August 511, ~~2013~~2014.

24HOLDINGS INC.

Quarterly Report on Form 10-Q

For the Period Ended ~~September~~June 30, ~~2013~~2014

TABLE OF CONTENTS

	Page
PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
		Page
ITEM 1. FINANCIAL STATEMENTS
ITEM 1.	FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	3
	Condensed Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	3
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	4
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 (unaudited)	4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)	5
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (unaudited)	5
~~NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)~~	6NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4. CONTROLS AND PROCEDURES	13
ITEM 4.	CONTROLS AND PROCEDURES	14
PART II. OTHER INFORMATION
PART II.	OTHER INFORMATION
ITEM 6. EXHIBITS	13
ITEM 6.	EXHIBITS	14
SIGNATURES	14	15

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.

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

24HOLDINGS INC.

CONDENSED BALANCE SHEETS

	September 30, 2013			December 31,
	June 30,				December 31,
	(unaudited)			2012
ASSETS	2014				2013
ASSETS
	(unaudited)
Current Assets
Cash	$	6,088			$	47,165
Cash and cash equivalents	$	55,166		$	7,863
Prepaid assets		2,167				4,667
Prepaid assets		8,625			0
TOTAL CURRENT ASSETS	$	8,255			$	51,832
TOTAL CURRENT ASSETS		63,791			7,863
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
TOTAL ASSETS	$	63,791		$	7,863
Accrued expenses	$	10,088			$	10,565
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
TOTAL CURRENT LIABILITIES		10,088				10,565
Current Liabilities
COMMITMENTS AND CONTINGENCIES		0				0
Accrued expenses	$	3,897		$	33,303
SHAREHOLDERS’ EQUITY (DEFICIT):
TOTAL CURRENT LIABILITIES		3,897			33,303
Preferred stock; $0.001 par value, 5,000,000 authorized, none issued and outstanding		0				0
TOTAL LIABILITIES		3,897			33,303
Common stock, $.001 par value; 100,000,000 shares authorized, 2,071,644 shares issued and outstanding, respectively		2,072				2,072
STOCKHOLDERS' EQUITY (DEFICIT):
Additional paid-in capital		10,993,481				10,993,481
Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued and outstanding		0			0
Accumulated deficit		(10,997,386	)			(10,954,286	)
Common stock, $.001 par value; 100,000,000 shares authorized, 2,071,644 and 1,244,902 shares issued and outstanding, respectively		2,072			1,245
Total shareholders' equity(deficit)		(1,833	)			41,267
Additional Paid-in Capital		10,993,481			10,833,384
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	8,255			$	51,832
Accumulated Deficit		(10,935,659)			(10,860,069)
Total stockholders' equity (deficit)		59,894			(25,440)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	63,791		$	7,863

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

~~24HOLDINGS INC.~~3

~~CONDENSED~~24HOLDINGS ~~STATEMENTS OF OPERATIONS~~INC.

CONDENSED ~~(unaudited)~~STATEMENTS OF OPERATIONS

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenues	$	0	$	0	$	0	$	0
Expenses
General and administrative		22,299		7,500		98,653		22,029
Total operating expenses		22,299		7,500		98,653		22,029
Other income
Debt settlement		0		0		23,063		0
Total other income		0		0		23,063		0
Income taxes		0		0		0		0
Net loss	$	(22,299)	$	(7,500)	$	(75,590)	$	(22,029)
Weighted average number of common shares outstanding		2,071,644		1,244,902		1,682,769		1,244,902
Net loss per share - basic and fully diluted	$	(0.01)	$	(0.01)	$	(0.04)	$	(0.02)

(unaudited)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Revenues	$	0		$	0		$	0		$	0

Expenses
General and administrative		18,100			69,604			43,100			76,354
Total operating expenses		18,100			69,604			43,100			76,354

Other income
Debt settlement		0			23,063			0			23,063
Total other income		0			23,063			0			23,063
Net loss before provision for income taxes		(18,100	)		(46,541	)		(43,100	)		(53,291	)
Income taxes		0			0			0			0
Net loss	$	(18,100	)	$	(46,541	)	$	(43,100	)	$	(53,291	)

Weighted average number of common shares outstanding		2,071,644			1,727,942			2,071,644			1,485,073

Basic and diluted net loss per share - basic and fully diluted	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.04	)

~~24HOLDINGS~~ The ~~INC~~accompanying notes are an integral part of these unaudited condensed financial statements.

~~CONDENSED STATEMENTS OF CASH FLOWS~~4

24HOLDINGS ~~(unaudited)~~INC.

	Nine Months Ended
	September 30,
	2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(75,590)	$	(22,029)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based settlement		26,924		0
Debt forgiveness		23,063		0
Changes in operating assets and liabilities
Accrued expenses		(52,469)		0
Prepaid assets		(8,625)		981
NET CASH USED IN OPERATING ACTIVITIES		(86,697)		(21,048)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		134,000		0
Contributed capital		0		27,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		134,000		27,500
NET CHANGE IN CASH AND CASH EQUIVALENTS		47,303		6,452
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,863		9,725
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	55,166	$	16,177
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest paid	$	0	$	0
Income taxes paid	$	0	$	0

CONDENSED STATEMENTS OF CASH FLOWS

~~The accompanying notes are an integral part of these~~ (unaudited) ~~condensed financial statements.~~

24HOLDINGS INC.

	Six Months Ended
	June 30,			June 30,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(43,100	)	$	(53,291	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based settlement		0			26,924
Debt forgiveness		0			23,063
Changes in operating assets and liabilities
Accrued expenses		(477	)		(48,969	)
Prepaid expenses		2,500			(10,500	)
NET CASH USED IN OPERATING ACTIVITIES		(41,077	)		(62,773	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		0			134,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		0			134,000

NET CHANGE IN CASH AND CASH EQUIVALENTS		(41,077	)		71,227

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		47,165			7,863
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,088		$	79,090

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
Interest paid	$	0		$	0
Income taxes	$	0		$	0

~~NOTES~~The TOaccompanying ~~CONDENSED~~notes ~~FINANCIAL~~are ~~STATEMENTS~~an integral part of these unaudited condensed financial statements.

~~September 30, 2013~~5

24HOLDINGS ~~(unaudited)~~INC.

NOTES ~~NOTE~~TO 1CONDENSED -FINANCIAL ~~DESCRIPTION OF COMPANY:~~STATEMENTS

WeJune 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 (now known as Avalon Innovation 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.2014

~~On October 23, 2006~~ (~~the “Effective Date”~~unaudited), we implemented a 1 for 125 reverse stock split (the “Reverse Split”) of our common stock par value $.001 per share (“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~~NOTE ~~interim~~1 financial information as of September 30, 2013 and for the three and nine month periods ended September 30, 2013 and 2012 have 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~~DESCRIPTION ~~the~~OF ~~year ended December 31, 2012, previously filed with the SEC.~~COMPANY:

InWe ~~the~~are ~~opinion~~a ofDelaware ~~management~~corporation formerly known as Scoop, ~~all~~Inc. ~~adjustments~~In ~~(which~~April ~~include~~2001, ~~normal~~Scoop, ~~recurring~~Inc. ~~adjustments)~~amended ~~necessary~~its Certificate of Incorporation to ~~present~~change aits ~~fair~~name ~~statement~~to of24Holdings Inc. (“we”, “our”, ~~financial~~“us” ~~position~~or as“24Holdings”). ofPrior to September 30, ~~2013~~2005, ~~results~~24Holdings ofwas a holding company that conducted its business operations ~~for~~through its wholly owned subsidiary 24STORE (Europe) Limited, a company incorporated under the ~~three~~laws of England formerly known as 24STORE.com Limited ("24STORE"). 24STORE commenced business operations in 1996 and ~~nine~~focused ~~months~~on ~~ended~~the ~~September~~sale ~~30,~~of ~~2013~~media products and ~~2012~~business information services. Commencing in July 1998, ~~and~~we ~~cash~~underwent voluntary ~~flows~~reorganization ~~for~~under Chapter 11 of the ~~nine~~United ~~months~~States ~~ended~~Bankruptcy ~~September~~Code. 30In accordance with the Plan of Reorganization approved by the Bankruptcy Court in December 1999, ~~2013~~InfiniCom, ~~and~~AB ~~2012~~(now known as Avalon Innovation AB), ~~have~~a ~~been~~Swedish ~~made.~~registered ~~The~~company ~~results~~(“Infinicom”), acquired 91% of ~~operations~~our outstanding stock in exchange for 100% of the ~~three~~stock ~~and~~of ~~nine~~24STORE. ~~months~~Subsequent ~~ended~~to Infinicom’s acquisition in 1999 and until September 30, ~~2013~~2005, ~~are~~the ~~not~~business ~~necessarily~~operations ~~indicative~~ of ~~the~~24STORE, ~~operating~~which ~~results~~represented ~~that~~all ~~may~~of beour ~~expected~~operations, ~~for~~were ~~the~~devoted to ~~full~~supplying ~~fiscal~~business ~~year~~customers orwith ~~any~~computer ~~future~~and ~~periods~~electronics products.

On ~~CHANGE~~October OF23, ~~OWNERSHIP~~2006 ~~TRANSACTIONS~~(the “Effective Date”), we implemented a 1 for 125 reverse stock split (the “Reverse Split”) of our common stock par value $.001 per share (“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.

OnThe ~~May~~interim ~~26,~~financial ~~2005,~~information weas ~~entered into a series~~ of June ~~agreements~~30, ~~with~~2014 ~~Infinicom~~and infor ~~connection~~the ~~with~~three ~~our~~and ~~sale~~six ofmonth ~~all~~periods ofended ~~the~~June ~~outstanding~~30, ~~stock~~2014 ofand ~~24STORE~~2013 ~~(the~~have ~~“24STORE~~been ~~Sale”)~~prepared ~~and~~without ~~separately~~audit, pursuant to the ~~assignment~~rules ofand ~~all~~regulations ~~rights~~of ~~and~~the ~~title~~United toStates ~~certain~~Securities ~~trademarks~~ and ~~domain~~Exchange ~~names~~Commission (the “~~IP Assets~~SEC”). ~~that~~Certain weinformation and ~~held~~footnote ~~(the~~disclosures ~~“IP~~normally ~~Assignment”). Pursuant~~included toin ~~the~~financial ~~terms~~statements ofprepared ~~the~~in ~~24STORE~~accordance ~~Sale,~~with ~~Infinicom~~generally ~~paid~~accepted usaccounting ~~$100,000~~principles have ~~for~~been ~~our~~condensed ~~24STORE~~or ~~shares~~omitted ~~and~~ pursuant to ~~the~~such IPrules ~~Assignment~~and regulations, although we ~~paid~~believe ~~for~~that the IPdisclosures ~~Assets~~made ~~through~~are aadequate to ~~set-off~~provide ~~against~~for ~~all~~fair ~~outstanding~~presentation. ~~and~~These ~~contingent~~financial ~~liabilities~~statements weshould ~~owed~~be toread ~~Infinicom~~in ~~determined~~conjunction aswith ofthe financial statements and the notes ~~closing~~thereto, ~~date~~included ofin our Annual Report on Form 10-K for the ~~24STORE~~year ~~Sale~~ended December 31, ~~which~~2013, ~~amounted~~previously tofiled ~~$603,830~~with the SEC.

OnIn ~~May~~the ~~26,~~opinion ~~2005~~of management, weall ~~also~~adjustments (which ~~entered~~include ~~into~~normal recurring adjustments) necessary to present a ~~Preferred~~fair ~~Stock~~statement ~~Purchase~~of ~~Agreement~~our ~~with~~financial ~~Infinicom~~position ~~(the~~as ~~“Preferred~~of ~~Stock~~June ~~Agreement”)~~30, ~~pursuant~~2014, results toof ~~which~~operations wefor ~~sold~~the tothree ~~Infinicom~~and ~~344,595~~six ~~shares~~months ofended ~~our~~June ~~Preferred~~30, ~~Stock~~2014 inand ~~exchange~~2013, and cash flows for the ~~discharge~~six ofmonths ~~$230,879~~ended ofJune ~~outstanding~~30, 2014 ~~debt~~and ~~owed~~2013, tohave ~~Infinicom~~been made. ~~Each~~ ~~share~~The results of operations for the ~~Preferred~~six ~~Stock~~months ~~was~~ended ~~convertible~~June ~~into~~30, ~~0.8~~2014 ~~shares~~are not necessarily indicative of ~~our~~the ~~Common~~operating ~~Stock~~results atthat may be expected for the ~~holder’s~~full ~~option~~fiscal year or any future periods.

OnCHANGE ~~May~~OF ~~26,~~OWNERSHIP 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 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.TRANSACTIONS

~~24HOLDINGS~~On ~~INC~~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.

~~NOTES~~On TOMay ~~CONDENSED~~26, ~~FINANCIAL~~2005, ~~STATEMENTS~~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 was convertible into 0.8 shares of our Common Stock at the holder’s option.

~~September~~On 30May 26, ~~2013~~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 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.

~~(unaudited)~~6

24HOLDINGS ~~NOTE 1 - DESCRIPTION OF COMPANY (continued):~~INC.

OnNOTES ~~September~~TO ~~30,~~CONDENSED ~~2005,~~FINANCIAL 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.STATEMENTS

~~Effective~~June ~~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.2014

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 and then later to Summit, New Jersey.(unaudited)

OnNOTE ~~November~~1 ~~25,~~- ~~2005,~~DESCRIPTION ~~the~~OF ~~Infinicom~~COMPANY 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.(continued):

On ~~February~~September 130, ~~2006~~2005, a24Holdings ~~total~~and Infinicom ofcompleted ~~250,000~~the ~~shares~~transactions ofcontemplated ~~Preferred~~in ~~Stock~~the ~~were~~24STORE ~~authorized for issuance to two individuals who provided services to us. On May 12~~Sale, ~~2006,~~the weIP ~~issued~~Assignment ~~150,000~~ and ~~100,000~~the ~~shares, respectively, of~~ Preferred Stock toAgreement ~~Arnold P. Kling and Kirk M. Warshaw for their services~~ as described ~~our president and chief financial officer, respectively~~above. ~~Each~~ ~~share~~Infinicom offorgave ~~Preferred Stock is immediately convertible, at~~ the ~~holder's option~~$603,830 ~~into 0.8 shares~~ of ~~Common~~debt ~~Stock. Mr.~~24Holdings ~~Kling's~~owed ~~services~~to ~~were~~them ~~valued~~in atconsideration ~~$11,250~~of ~~and~~the ~~Mr.~~IP ~~Warshaw's services were valued at $7,500~~Assignment.

OnEffective ~~November~~September 2930, ~~2006~~2005, Infinicom completed the ~~holders~~sale to the Purchasers, under the Infinicom Sale Agreement, of ~~all~~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, ~~elected~~constituting to83.6% in ~~convert~~the ~~all~~aggregate of ~~their~~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 ~~594~~Purchasers acquired control of 24Holdings from Infinicom,~~595~~ 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 ~~were~~shares ~~exchanged~~of ~~for 475~~Common Stock,~~676~~ 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.

OnEffective ~~May~~September 930, ~~2013,~~2005 ~~the~~Urban ~~Company~~von Euler ~~entered~~resigned ~~into~~as anour ~~amendment~~president toand ~~the~~a ~~Infinicom~~director ~~Sale~~but ~~Agreement~~remained ~~(the~~our ~~“Amendment”)~~chief ~~pursuant~~executive toofficer. ~~which~~Also, ~~Infinicom’s~~effective ~~rights~~September to30, ~~the~~2005, ~~Infinicom~~Larsake Sandin ~~Additional~~resigned ~~Shares~~as ~~was~~a ~~converted~~director ~~into~~and ~~138,322~~each ~~shares~~ of ~~Common~~Arnold ~~Stock~~P. ~~The~~ ~~Company~~Kling ~~recognized~~and ~~non-cash~~Kirk ~~expense~~M. Warshaw were appointed as directors of ~~$26~~24Holdings. On November 21,~~924~~ ~~associated~~2005, effective with ~~this~~the ~~conversion~~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.

On ~~May~~November 925, ~~2013~~2005, the ~~Company~~Infinicom ~~raised~~Sale Agreement ~~total~~was ~~gross~~amended ~~proceeds~~to ~~of $134~~provide,~~000~~ ~~from~~among ~~the~~other ~~sale~~criteria, ofthat anthe ~~aggregate~~fair ofmarket ~~688,420~~value ~~shares~~ of ~~Common~~the ~~Stock~~Infinicom atAdditional aShares ~~price~~would ofbe no ~~$0.1946488~~less ~~per~~than ~~share. 344~~$400,~~210~~000 ofnor ~~these~~more ~~shares~~than ~~were~~$600,000 ~~sold~~at ~~to Hudson Bay Master Fund Ltd. (“Hudson”) and~~ the ~~other~~time ~~344,210~~such shares ~~were~~are ~~sold~~required to ~~Iroquois~~be ~~Master~~issued ~~Fund Ltd. (“Iroquois”). The sale~~ to ~~Hudson and Iroquois was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Sections 4(a)(2) and 4(a)(5) of the Act~~Infinicom.

~~Prior~~On toFebruary ~~May 9~~1, ~~2013~~2006, ~~each~~a total of ~~Hudson and Iroquois acquired 349~~250,~~348~~ 000 shares of ~~Common~~Preferred Stock atwere aauthorized ~~purchase~~for ~~price~~issuance ofto ~~$68,000,~~two orindividuals ~~$0.194648~~who ~~per~~provided ~~share,~~services ~~from~~to ~~the~~us. ~~Chapter~~On 7May ~~Trustee~~12, of2006, ~~the~~we ~~Estates of Rodman & Renshaw~~issued 150,000 ~~LLC~~and ~~(“Rodman”)~~100,000 ~~Direct Markets~~shares, ~~Inc.~~respectively, ~~and~~of ~~Direct~~Preferred ~~Markets~~Stock ~~Holdings,~~to ~~Corp~~Arnold P. inKling ~~Chapter~~and 7Kirk ~~bankruptcy~~M. ~~proceedings~~Warshaw ~~pending~~for intheir ~~the~~services ~~United~~as ~~States~~our ~~Bankruptcy~~president and ~~Court~~chief ~~for~~financial ~~the~~officer, ~~Southern~~respectively. ~~District~~Each share of ~~New~~Preferred ~~York~~Stock ~~(Cases~~is ~~No.~~immediately ~~13-10087~~convertible, ~~13-10088~~at ~~and~~the ~~13-10089). These~~holder's ~~shares~~option, ~~were~~into 0.8 ~~all the~~ shares of Common Stock. ~~beneficially~~Mr. ~~owned~~Kling's byservices ~~R&R~~were valued at $11,250 anand ~~affiliate~~Mr. ofWarshaw's ~~Rodman~~services were valued at $7,500.

~~24HOLDINGS~~On ~~INC~~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.

~~NOTES~~On TOMay ~~CONDENSED~~9, ~~FINANCIAL~~2013, ~~STATEMENTS~~the Company entered into an amendment to the Infinicom Sale Agreement (the “Amendment”) pursuant to which Infinicom’s rights to the Infinicom Additional Shares was converted into 138,322 shares of Common Stock. The Company recognized non-cash expense of $26,924 associated with this conversion.

~~September~~On 30May 9, 2013, the Company raised total gross proceeds of $134,000 from the sale of an aggregate of 688,420 shares of Common Stock at a price of $0.1946488 per share. 344,210 of these shares were sold to Hudson Bay Master Fund Ltd. (“Hudson”) and the other 344,210 shares were sold to Iroquois Master Fund Ltd. (“Iroquois”). The sale to Hudson and Iroquois was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Sections 4(a)(2) and 4(a)(5) of the Act.

Prior to May 9, 2013, each of Hudson and Iroquois acquired 349,348 shares of Common Stock at a purchase price of $68,000, or $0.194648 per share, from the Chapter 7 Trustee of the Estates of Rodman & Renshaw, LLC (~~unaudited~~“Rodman”), Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of New York (Cases No. 13-10087, 13-10088 and 13-10089). These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.

~~NOTE 1 - DESCRIPTION OF COMPANY (continued):~~7

As24HOLDINGS of September 30, 2013, our authorized capital stock consists of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock of which 2,071,644 shares of Common Stock, and no shares of Preferred Stock, were issued and outstandingINC. ~~All shares of Common Stock currently outstanding are validly issued, fully paid and non-assessable.~~

~~THE~~NOTES ~~COMPANY~~TO ~~TODAY~~CONDENSED FINANCIAL STATEMENTS

~~Since~~June ~~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.2014

~~NOTE 2 – BASIS OF PRESENTATION~~(unaudited)

NOTE ~~The~~1 ~~condensed~~- ~~financial~~DESCRIPTION ~~statements~~OF ~~have~~COMPANY 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~~continued) necessary to make our, results of operations and cash flows not misleading as of September 30, 2013. The results of operations for the three and nine months ended September 30, 2013 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, 2012, previously filed with the SEC.:

As ~~NOTE~~of 3June –30, ~~SUMMARY~~2014, OFour ~~SIGNIFICANT~~authorized ~~ACCOUNTING~~capital stock ~~POLICIES~~consists of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock of which 2,071,644 shares of Common Stock, and no shares of Preferred Stock, were issued and outstanding. All shares of Common Stock currently outstanding are validly issued, fully paid and non-assessable.

~~Use~~THE ofCOMPANY 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.TODAY

~~Fair~~Since ~~Value~~September of30, ~~Financial~~2005, ~~Instruments~~our -purpose ~~Pursuant~~has been to ~~the~~serve ~~accounting~~as ~~guidance, "Disclosures~~a ~~About~~vehicle ~~Fair~~to ~~Value~~acquire ofan ~~Financial~~operating ~~Instruments,"~~business weand ~~are~~is ~~required~~currently toconsidered ~~estimate~~a ~~the~~"shell" ~~fair~~or ~~value~~blank ofcheck ~~all~~company inasmuch ~~financial~~as ~~instruments~~we ~~included~~are onnot ~~our~~generating ~~balance~~revenues, ~~sheet~~do asnot ofown ~~September~~an 30operating business, ~~2013.~~and Wehave ~~consider~~no ~~the~~specific ~~carrying~~plan ~~value~~other ofthan ~~accrued~~to ~~expenses~~engage in a ~~the~~merger ~~financial~~or ~~statements~~acquisition transaction with a yet-to-be ~~approximate~~identified ~~their~~company ~~face~~or ~~value~~business. We have no employees and no material assets.

~~Statements~~NOTE of2 ~~Cash~~– ~~Flows~~BASIS -OF ~~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.~~PRESENTATION

The ~~NOTE~~condensed 4financial –statements ~~STOCKHOLDERS’~~have been ~~EQUITY~~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, 2014. The results of operations for the three and six months ended June 30, 2014 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, 2013, previously filed with the SEC.

OnNOTE ~~February~~3 1,– ~~2006,~~SUMMARY aOF ~~total~~SIGNIFICANT ofACCOUNTING 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.POLICIES

~~24HOLDINGS~~Going ~~INC~~Concern - The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the Company continuing as a going concern. Our purpose has been to serve as a vehicle to acquire an operating business and we are currently considered a “shell” company inasmuch as we are not generating revenues, we do 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 operating company or business. We currently 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 our securities. 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 may have significant growth potential. While we may, under certain circumstances, seek to effect business combinations with more than one target business, unless additional financing is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations. There is no assurance that these plans will be realized in whole or in part. The financial statements do not include any adjustments that might result from the outcome these uncertainties.

~~NOTES~~Since TOinception, ~~CONDENSED~~the ~~FINANCIAL~~Company ~~STATEMENTS~~has incurred an accumulated deficit of $10,997,386 through June 30, 2014. For the years ended December 31, 2013 and 2012, the Company had net losses of $94,217 and $36,559, respectively. The Company has incurred negative cash flow from operating activities since its inception. The Company has spent, and subject to obtaining additional financing, expects to continue to spend, substantial amounts in connection with executing its business strategy. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

~~September~~Use ~~30,~~of ~~2013~~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.

~~(unaudited)~~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 June 30, 2014. We consider the carrying value of accrued expenses in the financial statements to approximate their face value.

~~NOTE 4 – STOCKHOLDERS’ EQUITY (continued):~~8

On24HOLDINGS ~~October 23, 2006, we effected a reverse stock split of our Common Stock~~INC. 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.

OnNOTES ~~November~~TO ~~29,~~CONDENSED ~~2006,~~FINANCIAL 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.STATEMENTS

AsJune ~~of September~~ 30, 2013, our authorized capital stock consists of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, of which 2,071,644 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.2014

~~During 2012, a stockholder contributed an additional $27,500 to the Company.~~(unaudited)

OnNOTE ~~May~~3 ~~9, 2013, the Company entered into the Amendment pursuant to which Infinicom’s rights to the Infinicom Additional Shares was converted into 138,322 shares of Common Stock. The Company recognized non~~-~~cash~~ ~~expense~~SUMMARY ofOF ~~$26,924~~SIGNIFICANT ~~associated~~ACCOUNTING POLICIES ~~with this conversion.~~(continued):

OnStatements ~~May~~of 9,Cash ~~2013,~~Flows ~~the~~- ~~Company~~For ~~raised total gross proceeds~~ purposes of ~~$134,000 from~~ the ~~sale~~statements of ancash ~~aggregate~~flows ofwe ~~688,420~~consider ~~shares~~all ofhighly ~~Common~~liquid ~~Stock~~investments atpurchased with a ~~price~~remaining ofmaturity ~~$0.1946488 per share. Of these shares, 344,210 were sold to Hudson and the other 344,210 shares were sold to Iroquois. The sale to Hudson and Iroquois was exempt from the registration requirements~~ of ~~the~~three ~~Securities~~months ~~Act~~or less ~~of 1933, as amended (the “Act”) pursuant~~ to ~~Sections~~be ~~4(a)(2)~~cash ~~and 4(a)(5) of the Act~~equivalents.

~~Prior~~NOTE to4 ~~May~~– 9,SHAREHOLDERS’ ~~2013,~~EQUITY each of Hudson and Iroquois acquired 349,348 shares of Common Stock at a purchase price of $68,000, or $0.194648 per share, from the Chapter 7 Trustee of the Estates of Rodman, Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of New York (~~Cases No. 13-10087, 13-10088 and 13-10089~~DEFICIT)~~. These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.~~

On ~~NOTE~~February 51, –2006, ~~OTHER~~a ~~INCOME~~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 InOctober ~~May~~23, ~~2013~~2006, ~~the~~we ~~Company~~effected ~~settled~~ a ~~trade~~reverse stock ~~payable~~split ~~resulting~~of inour aCommon ~~$23~~Stock. Pursuant to this reverse stock split,~~063~~ ~~gain~~each on125 shares of Common Stock issued and outstanding as of the ~~settlement~~date following the reverse stock split was converted into one (1) share of ~~such~~Common ~~payable~~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 ~~NOTE~~November 629, –2006, ~~NEW~~the ~~ACCOUNTING~~holders ~~PRONOUNCEMENTS~~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.

~~Management~~As ~~does~~of ~~not~~June ~~believe~~30, ~~that~~2014, ~~any~~our ~~new~~authorized ~~accounting~~capital stock ~~pronouncements~~consists ~~not~~of ~~yet~~100,000,000 ~~effective~~shares ~~will~~of ~~have~~Common aStock ~~material~~and ~~impact~~5,000,000 onshares ~~the~~of ~~Company’s~~Preferred ~~financial~~Stock ~~statements~~of ~~once~~which ~~adopted~~2,071,644 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.

On ~~NOTE~~May 79, –2013, ~~COMMITMENTS~~the ~~AND~~Company ~~CONTIGENCIES~~entered into the Amendment pursuant to which Infinicom’s rights to the Infinicom Additional Shares was converted into 138,322 shares of Common Stock. The Company recognized non-cash expense of $26,924 associated with this conversion.

On ~~January~~May 299, ~~2009~~2013, the Company ~~entered~~raised ~~into~~total gross anproceeds ~~agreement~~of ~~with~~$134,000 ~~Kirk~~from M.the ~~Warshaw~~sale of an aggregate of 688,420 ~~LLC~~shares ~~(the~~of ~~“LLC”)~~Common ~~for~~Stock ~~the~~at ~~use~~a ~~and~~price ~~occupancy~~of $0.1946488 per share. Of these shares, 344,210 were sold to Hudson and ~~administrative~~the ~~services~~other 344,210 ~~related~~shares towere ~~its~~sold ~~principal~~to ~~offices~~Iroquois. The ~~agreement~~sale ~~provides~~to ~~for~~Hudson ~~quarterly~~and ~~payments~~Iroquois was exempt from the ~~Company~~registration torequirements of the ~~LLC~~Securities Act of ~~$500. The~~1933, ~~effective~~as ~~date~~amended of (the ~~agreement~~“Act”) ~~was~~pursuant ~~January~~to 1,Sections 4(a)(2) ~~2009~~and 4(a)(5) of the Act.

~~NOTE~~Prior 8to –May ~~SUBSEQUENT~~9, ~~EVENTS~~2013, each of Hudson and Iroquois acquired 349,348 shares of Common Stock at a purchase price of $68,000, or $0.194648 per share, from the Chapter 7 Trustee of the Estates of Rodman, Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of New York (Cases No. 13-10087, 13-10088 and 13-10089). These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.

~~The~~NOTE ~~Company~~5 ~~has~~– ~~evaluated~~OTHER ~~all subsequent events and has determined that there were no subsequent events to recognize or disclose in these financial statements:~~INCOME

In ~~ITEM~~May ~~2. MANAGEMENT’S~~2013, ~~DISCUSSION~~the ~~AND~~Company ~~ANALYSIS~~settled OFa ~~FINANCIAL~~trade ~~CONDITION~~payable ~~AND~~resulting ~~RESULTS~~in a OF$23,063 ~~OPERATIONS~~gain on the settlement of such payable.

NOTE ~~Plan~~6 of– ~~Operation~~NEW ACCOUNTING PRONOUNCEMENTS

In ~~Since~~June ~~September 30~~2014, ~~2005~~FASB ~~our~~issued ~~purpose~~Accounting isStandards toUpdate ~~effect~~(“ASU”) No. a2014-12, ~~business~~“Compensation ~~combination~~– ~~with~~Stock anCompensation ~~operating~~( ~~business~~Topic ~~which~~718 we); ~~believe~~Accounting ~~has~~for ~~significant~~Share-Based ~~growth~~Payments ~~potential. We~~When ~~are~~the ~~currently~~Terms of ~~considered~~an toAward beProvide That a ~~“shell”~~Performance ~~company~~Target inCould asBe ~~much~~Achieved asafter wethe ~~have~~Requisite noService ~~operations,~~Period”. ~~revenues~~The oramendments ~~employees. We~~in this ~~have~~ASU noapply ~~definitive~~to ~~agreements~~all orreporting ~~understandings~~entities ~~with~~that ~~any~~grant ~~prospective~~their ~~business~~employees ~~combination~~share-based ~~candidates~~payments ~~and~~in ~~there~~which ~~are~~the noterms ~~assurances~~of ~~that~~the weaward ~~will~~provide that ~~find~~ a ~~suitable~~performance ~~business~~target ~~with~~that ~~which~~affects tovesting ~~combine.~~could ~~The~~be ~~implementation~~achieved ofafter ~~our~~the ~~business~~requisite ~~objectives~~service isperiod. ~~wholly~~The ~~contingent~~amendments ~~upon~~require that a ~~business~~performance ~~combination~~target ~~and/or~~that ~~the~~affects ~~successful~~vesting ~~sale~~and ofthat ~~securities~~could inbe ~~24Holdings.~~achieved Weafter ~~intend to utilize~~ the ~~proceeds~~requisite ofservice ~~any~~period ~~offering,~~be ~~any~~treated ~~sales~~as ofa ~~equity~~performance condition. ~~securities~~A orreporting ~~debt~~entity ~~securities,~~should ~~bank~~apply ~~and~~existing ~~other~~guidance ~~borrowings~~in orTopic a718 ~~combination~~as ofit ~~those~~relates ~~sources~~ to ~~effect~~awards ~~a business combination~~ with aperformance ~~target~~conditions ~~business~~that affect ~~which~~vesting weto ~~believe~~account ~~has~~for ~~significant~~such ~~growth potential~~awards. ~~While~~For weall ~~may~~entities, ~~under~~the ~~certain~~amendments ~~circumstances,~~in ~~seek~~this toASU ~~effect~~are ~~business~~effective ~~combinations~~for ~~with~~annual ~~more~~periods ~~than~~and ~~one~~interim periods ~~target~~within ~~business,~~those ~~unless~~annual ~~and~~periods ~~until~~beginning ~~additional~~after ~~financing~~December ~~is obtained~~15, we2015. ~~will~~Earlier ~~not~~adoption ~~have~~is ~~sufficient~~permitted. ~~proceeds~~The ~~remaining~~effective ~~after~~date anis ~~initial~~the same ~~business~~for ~~combination~~both topublic ~~undertake~~business ~~additional~~entities ~~business~~and ~~combinations~~all other entities.

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.9

24HOLDINGS ~~As a result of our limited resources, we expect to have sufficient proceeds to effect only a single business combination~~INC. 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.

NOTES ~~Our~~TO ~~officers~~CONDENSED ~~are~~FINANCIAL 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.STATEMENTS

June 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 business30, ~~our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine.~~2014

~~On May 9, 2013, we restructured the Common Stock Purchase Agreement, dated May 26, 2005, as amended to date~~ (~~the “Purchase Agreement”~~unaudited), among InfiniCom, AB (now known as Avalon Innovation AB), a Swedish registered company (“Infinicom”) 24Holdings, Moyo Partners, LLC and R&R Biotech Partners, LLC (“R&R”) (the “Amendment”). Pursuant to the Amendment, Infinicom’s right to receive $400,000 to $600,000 in equity value of 24Holdings upon the occurrence of one of several post-closing events, including a merger with one or more as yet unidentified private unaffiliated operating companies (the “Infinicom Additional Shares”), was converted into 138,322 shares of our common stock par value $.001 per share (“Common Stock”). The Company recognized non-cash expense of $26,924 associated with this conversion. The issuance to Infinicom was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(a)(2) of the Act.

Entities Onmay ~~May~~apply 9,the ~~2013,~~amendments wein ~~raised~~this ~~total~~ASU ~~gross~~either ~~proceeds~~(a) ofprospectively to ~~$134,000~~all ~~from~~awards granted or modified after the ~~sale~~effective ofdate anor ~~aggregate~~(b) retrospectively to all awards with performance targets that are outstanding as of ~~688,420~~the ~~shares~~beginning of ~~Common~~the ~~Stock~~earliest atannual aperiod ~~price~~presented ofin ~~$0.1946488~~the ~~per~~financial ~~share~~statements and to all new or modified awards thereafter. Of ~~these~~If ~~shares,~~retrospective ~~344~~transition is adopted,~~210~~ ~~were~~the ~~sold~~cumulative toeffect ~~Hudson~~of ~~Bay~~applying ~~Master~~this ~~Fund~~Update ~~Ltd.~~as ~~(“Hudson”)~~of ~~and~~the beginning of the ~~other~~earliest ~~344,210~~annual ~~shares~~period ~~were~~presented ~~sold~~in the financial statements should be recognized as an adjustment to ~~Iroquois~~the ~~Master~~opening ~~Fund~~retained earnings ~~Ltd.~~balance ~~(“Iroquois”)~~at that date. ~~The~~ ~~sale~~Additionally, toif ~~Hudson~~retrospective ~~and~~transition ~~Iroquois~~is ~~was~~adopted, ~~exempt~~an ~~from~~entity ~~the~~may ~~registration~~use ~~requirements~~hindsight ofin measuring and recognizing the ~~Securities~~compensation ~~Act~~cost. ofThe ~~1933,~~Company asis ~~amended~~currently (reviewing the ~~“Act”)~~provisions ~~pursuant~~of this ASU to ~~Sections~~determine ~~4(a)(2)~~if ~~and~~there ~~4(a)(5)~~will be any impact on its results of ~~the~~operations, ~~Act~~cash flows or financial condition.

NOTE ~~Prior to May 9, 2013, each of Hudson and Iroquois acquired 349,348 shares of Common Stock at a purchase price of $68,000, or $0.194648 per share, from the Chapter~~ 7 ~~Trustee~~– ofCOMMITMENTS ~~the~~AND Estates of Rodman & Renshaw, LLC (“Rodman”), Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of New York (Cases No. 13-10087, 13-10088 and 13-10089). These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.CONTIGENCIES

On ~~RESULTS~~January OF29, ~~OPERATIONS~~2009, ~~FOR~~the ~~THE~~Company ~~THREE~~entered into ~~MONTHS~~an ~~ENDED~~agreement ~~SEPTEMBER~~with 30Kirk M. Warshaw, ~~2013~~LLC ~~COMPARED~~(the TO“LLC”) ~~THE~~for ~~THREE~~the ~~MONTHS~~use ~~ENDED~~and ~~SEPTEMBER~~occupancy, 30and administrative services, ~~2012~~related to its principal offices. The agreement provided for quarterly payments from the Company to the LLC of $500. Such agreement was terminated as of December 31, 2013.

NOTE We8 ~~currently~~– doSUBSEQUENT ~~not have any business operations and did not have any revenues during the three month periods ended September 30, 2013 and 2012.~~EVENTS

On ~~Total~~July ~~expenses~~24, ~~from~~2014, ~~continuing~~the ~~operations~~Company ~~for~~raised ~~the~~gross proceeds, ~~three~~in ~~months~~a ~~ended~~debt ~~September~~financing 30transaction, ~~2013~~of $55,000 from each of Iroquois and ~~2012~~Hudson ~~were~~(an aggregate of $22110,~~299~~000) and issued convertible promissory notes (the “2014 Notes”) in the principal amount of $755,~~500,~~000 ~~respectively~~to each of them. The ~~majority~~2014 ofNotes ~~these~~have ~~expenses~~a ~~primarily~~maturity date ~~constituted~~of ~~general~~December 31, 2015 and ~~administrative~~bear ~~expenses~~interest ~~related~~at tothe ~~accounting~~rate of 5.0% per annum, payable at maturity. The principal and ~~compliance~~accrued ~~with~~interest on the ~~Securities~~2014 ~~Exchange~~Notes ~~Act~~are convertible at the “Conversion Price” (as defined in the 2014 Notes), initially at $0.50 per share, into shares of ~~1934~~our common stock at the option of the holder, assubject ~~amended~~to the “Beneficial Ownership Cap” (as defined in the 2014 Notes), or upon the consummation of a “~~Exchange~~Fundamental ~~Act~~Transaction” (as defined in the 2014 Notes).

The ~~RESULTS~~Company OFhas ~~OPERATIONS~~evaluated ~~FOR~~all ~~THE~~other ~~NINE~~subsequent events ~~MONTHS~~and ~~ENDED~~has ~~SEPTEMBER~~determined ~~30,~~that ~~2013~~there ~~COMPARED~~were TOno ~~THE~~other ~~NINE~~subsequent ~~MONTHS~~events ~~ENDED~~to ~~SEPTEMBER~~recognize ~~30,~~or ~~2012~~disclose in these financial statements.

We currently do not have any business operations and did not have any revenues during the nine month periods ended September 30, 2013 and 2012. We did, however, recognize $23,063 of Other Income in 2013 which was realized when we negotiated a discounted payment to a vendor in full satisfaction of an obligation to that vendor.10

ITEM Total expenses from continuing operations including the aforementioned $26,924 expense associated with the conversion of Infinicom Additional Shares into 138,322 shares of Common Stock, for the nine months ended September 30, 2013 and 2012 were $98,653 and $22,029, respectively2. ~~The~~ majority of these expenses primarily constituted general and administrative expenses related to accounting and compliance with the Exchange Act and for the nine months ended September 30, 2013 expenses associated with the aforementioned events related to the conversion of InfinicomMANAGEMENT’sS ~~rights~~DISCUSSION toAND ~~the~~ANALYSIS ~~Infinicom~~OF ~~Additional~~FINANCIAL ~~Shares~~CONDITION ~~and~~AND ~~the~~RESULTS ~~sale~~OF ~~and issuance of shares of our Common Stock to Hudson and Iroquois.~~OPERATIONS

Plan ~~Liquidity~~of ~~and Capital Resources~~Operation

Since At September 30, ~~2013,~~2005 our purpose is to effect a business combination with an operating business which we ~~did~~believe ~~not~~has significant growth potential. We are currently considered to be a “shell” company in as much as we have ~~any~~no operations, revenues ~~from~~or ~~operations~~employees. ~~Absent~~ aWe ~~merger~~have no definitive agreements or ~~other~~understandings with any prospective business combination ~~with~~candidates anand ~~operating~~there ~~company,~~are no assurances that we dowill ~~not~~find a ~~expect~~suitable business with which to ~~have~~combine. ~~any~~The ~~revenues~~implementation ~~from~~of ~~operations. No~~our ~~assurance~~business ~~can~~objectives beis ~~given~~wholly ~~that~~contingent ~~such~~upon a ~~merger~~business combination and/or ~~other~~the ~~combination~~successful ~~will~~sale ~~occur~~of orsecurities ~~that~~in we24Holdings. ~~can~~We ~~engage~~intend into ~~any~~utilize ~~public~~the orproceeds ~~private~~of any offering, any sales of ~~its~~ equity securities or debt securities, bank and other borrowings or a combination of those sources to ~~raise~~effect ~~working~~a ~~capital. We~~business ~~are~~combination ~~dependent~~with a ~~upon~~target ~~future~~business ~~loans~~which orwe ~~capital~~believe ~~contributions~~has ~~from~~significant ~~our~~growth ~~present~~potential. ~~stockholders~~While ~~and/or~~we ~~management~~may, ~~and~~under ~~there~~certain ~~can~~circumstances, beseek noto ~~assurances~~effect business ~~that~~combinations ~~our~~with ~~present~~more ~~stockholders~~than orone ~~management~~target business, unless and until additional financing is obtained, we will ~~make~~not ~~any~~have ~~loans~~sufficient proceeds orremaining ~~capital~~after ~~contributions~~an initial business combination to usundertake additional business combinations.

A Oncommon ~~May~~reason 9,for ~~2013,~~a wetarget ~~raised~~company ~~total~~to enter ~~gross~~into ~~proceeds~~a ofmerger ~~$134,000~~with ~~from~~a shell company is the ~~sale~~desire ofto anestablish ~~aggregate~~a ofpublic ~~688,420~~trading ~~shares~~market offor ~~Common~~its ~~Stock~~shares. atSuch a ~~price~~company ofwould hope ~~$0.1946488~~to ~~per~~avoid ~~share. Of~~the ~~these~~perceived ~~shares,~~adverse ~~344,210~~consequences ~~were~~of ~~sold~~undertaking toa ~~Hudson~~public ~~and~~offering itself, such as the ~~other~~time ~~344,210~~delays ~~shares~~and ~~were~~significant expenses ~~sold~~incurred to ~~Iroquois. At~~comply ~~September~~with ~~30,~~the ~~2013,~~various weFederal ~~had~~and ~~cash~~state ofsecurities ~~$55,166~~law ~~and~~that ~~working~~regulate ~~capital~~initial ofpublic ~~$59,894~~offerings.

As ~~Our~~a ~~present~~result ~~material~~of ~~commitments~~our ~~are~~limited ~~professional~~resources, ~~and~~we expect ~~administrative~~to ~~fees~~have ~~and~~sufficient ~~expenses~~proceeds ~~associated~~to ~~with~~effect only a single business combination. Accordingly, the ~~preparation~~prospects offor our ~~filings~~success ~~with~~will be entirely dependent upon the ~~SEC~~future ~~and~~performance ~~other~~of ~~regulatory~~a ~~requirements~~single business. In ~~the~~Unlike ~~event~~certain entities that wehave ~~engage~~the resources to consummate several business combinations or entities operating in ~~any~~multiple ~~merger~~industries or ~~other~~multiple ~~combination~~segments ~~with~~of ana ~~operating~~single ~~company~~industry, we will not have ~~additional~~the ~~material~~resources ~~professional~~to ~~commitments~~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 ~~Critical~~officers ~~Accounting~~are ~~Policies~~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 ~~Our~~expect ~~unaudited~~our ~~financial~~present ~~statements~~management ~~are~~to ~~prepared~~play no inmanagerial ~~conformity~~role ~~with accounting principles generally accepted~~ in ~~the~~24Holdings ~~United~~following ~~States~~a ofbusiness ~~America~~combination. ~~(“GAAP”),~~Although ~~which~~we ~~require~~intend ~~management~~ to ~~make~~scrutinize ~~estimates~~closely ~~and~~the ~~assumptions~~management ~~that~~of ~~affect~~a prospective ~~the~~target ~~amounts~~business ~~reported~~ in ~~such~~connection ~~financial~~with ~~statements~~our ~~and~~evaluation ~~related~~of ~~notes. Actual~~a ~~results~~business ~~can~~combination ~~and~~with ~~will~~a ~~differ~~target ~~from~~business, ~~estimates.~~our ~~These~~assessment of ~~differences~~management ~~could~~may be ~~material to the financial statements~~incorrect. We ~~believe~~cannot ~~our~~assure ~~application~~you ofthat ~~accounting~~we ~~policies~~will ~~and~~find ~~the~~a ~~estimates~~suitable ~~required~~business ~~therein~~with ~~are~~which ~~reasonable. Outlined~~to ~~below are those policies considered particularly significant~~combine.

On ~~Use~~May 9, 2013, we restructured the Common Stock Purchase Agreement, dated May 26, 2005, as amended to date (the “Purchase Agreement”), among InfiniCom, AB (now known as Avalon Innovation AB), a Swedish registered company (“Infinicom”) 24Holdings, Moyo Partners, LLC and R&R Biotech Partners, LLC (“R&R”) (the “Amendment”). Pursuant to the Amendment, Infinicom’s right to receive $400,000 to $600,000 in equity value of ~~Estimates~~24Holdings upon the occurrence of one of several post-closing events, including a merger with one or more as yet unidentified private unaffiliated operating companies (the “Infinicom Additional Shares”), was converted into 138,322 shares of our common stock par value $.001 per share (“Common Stock”). The Company recognized non-cash expense of $26,924 associated with this conversion. The issuance to Infinicom was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(a)(2) of the Act.

On InMay ~~preparing~~9, ~~financial~~2013, ~~statements~~we inraised ~~accordance~~total ~~with~~gross ~~GAAP~~proceeds of $134,000 ~~management~~from ~~makes~~the ~~certain~~sale ~~estimates~~of ~~and~~an ~~assumptions,~~aggregate ~~where~~of ~~applicable~~688,420 ~~that~~shares ~~affect~~of ~~the~~Common ~~reported~~Stock ~~amounts~~at a price of ~~assets~~$0.1946488 ~~and~~per ~~liabilities~~share. ~~and~~Of ~~disclosures~~these ofshares, 344,210 ~~contingent~~were ~~assets~~sold ~~and~~to ~~liabilities~~Hudson atBay ~~the~~Master ~~date~~Fund ofLtd. (“Hudson”) and the ~~financial~~other ~~statements~~344,210 asshares ~~well~~were assold ~~the~~to ~~reported~~Iroquois ~~amounts~~Master Fund ofLtd. ~~revenues~~(“Iroquois”). ~~and~~The ~~expenses~~sale ~~during~~to ~~the~~Hudson ~~reporting~~and ~~period.~~Iroquois ~~While~~was ~~actual~~exempt ~~results~~from ~~could~~the ~~differ~~registration ~~from~~requirements ~~those~~of ~~estimates,~~the ~~management~~Securities Act ~~does~~of ~~not~~1933, ~~expect~~as ~~such~~amended ~~variances,~~(the if“Act”) ~~any,~~pursuant to ~~have~~Sections 4(a)(2) ~~material~~and ~~effect~~4(a)(5) onof the ~~financial statements~~Act.

Prior ~~Income~~to ~~Taxes~~May 9, 2013, each of Hudson and Iroquois acquired 349,348 shares of Common Stock at a purchase price of $68,000, or $0.194648 per share, from the Chapter 7 Trustee of the Estates of Rodman & Renshaw, LLC (“Rodman”), Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of New York (Cases No. 13-10087, 13-10088 and 13-10089). These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.

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.11

RESULTS ~~Financial~~OF ~~Instruments~~OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2013

We ~~The~~currently ~~estimated~~do ~~fair~~not ~~values~~have ofany ~~all~~business ~~reported assets~~ operations and ~~liabilities~~did ~~which~~not ~~represent~~have ~~financial~~any ~~instruments,~~revenues ~~none~~during ofthe ~~which~~three ~~are~~month ~~held~~periods ~~for~~ended ~~trading~~June ~~purposes~~30, ~~approximate~~2014 ~~their~~and ~~carrying value because of the short term maturity of these instruments or the stated interest rates are indicative of market interest rates~~2013.

Total ~~Equity~~expenses ~~Based~~from ~~Compensation~~continuing operations for the three months ended June 30, 2014 and 2013 were $18,100 and $69,604, respectively. For the three month ended June 30, 2014, the majority of these expenses primarily constituted general and administrative expenses related to accounting and compliance with the Securities Exchange Act of 1934, as amended (“Exchange Act”). For the three months ended June 30, 2013, the expenses incurred were of a similar nature as those incurred in 2014 but also included expenses associated with the aforementioned issuance of common stock to InfiniCom and the purchase of common stock by Hudson and Iroquois.

RESULTS ~~The~~OF ~~accounting~~OPERATIONS ~~guidance~~FOR ~~for~~THE ~~“Share~~SIX ~~Based~~MONTHS ENDED ~~Payments”~~JUNE ~~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~~30, ~~the~~2014 ~~fair~~COMPARED ~~value~~TO ofTHE ~~each~~SIX ~~option~~MONTHS isENDED ~~estimated~~JUNE 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 estimates30, 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.2013

We ~~New~~currently ~~Accounting~~do ~~Pronouncements~~not have any business operations and did not have any revenues during the six month periods ended June 30, 2014 and 2013.

Total ~~All~~expenses ~~new~~from ~~accounting~~continuing ~~pronouncements~~operations for ~~issued~~the ~~but~~six ~~not~~months ~~yet~~ended ~~effective~~June ~~have~~30, ~~been~~2014 ~~reviewed~~and 2013 were $43,100 and ~~determined~~$76,354, respectively. The majority of these expenses primarily constituted general and administrative expenses related to beaccounting ~~not~~and ~~applicable. As~~compliance awith ~~result~~the Securities Exchange Act of 1934, as amended (“Exchange Act”). During the ~~adoption~~six ofmonths ~~such~~ended ~~new~~June ~~accounting~~30, ~~pronouncements~~2013, ~~when~~we ~~effective,~~also isincurred ~~not~~expenses ~~expected~~associated with the aforementioned issuance of common stock to ~~have~~InfiniCom aand ~~material~~the ~~impact~~purchase onof ~~our~~common ~~financial~~stock ~~position~~by Hudson and Iroquois.

Liquidity ~~Off-Balance~~and ~~Sheet~~Capital ~~Arrangements~~Resources

At AsJune ~~of September~~ 30, ~~2013~~2014, we did not have noany ~~off-balance~~revenues from ~~sheet~~operations. ~~arrangements~~Absent ~~such~~a asmerger ~~guarantees~~or other combination with an operating company, ~~retained~~we do not expect to have any revenues from operations. No assurance can be given that such a merger or ~~contingent~~other ~~interest~~combination will occur or that we can engage in ~~assets~~any ~~transferred,~~public ~~obligation~~or ~~under~~private asales of ~~derivative~~its ~~instrument~~equity or debt securities to raise working capital. We are dependent upon future loans or capital contributions from our present stockholders and/or ~~obligation~~management ~~arising~~and ~~out~~there ofcan be no assurances that our present stockholders or amanagement ~~variable~~will ~~interest~~make inany loans anor ~~unconsolidated~~capital ~~entity~~contributions to us.

~~ITEM~~At ~~3. QUANTITATIVE~~June ~~AND~~30, ~~QUALITATIVE~~2014, ~~DISCLOSURES~~we ~~ABOUT~~had ~~MARKET~~cash ~~RISK~~of $6,088 and negative net working capital of $1,833.

AsOur apresent ~~smaller~~material ~~reporting~~commitments ~~company,~~are weprofessional and ~~are~~administrative ~~not~~fees ~~required~~and toexpenses ~~provide~~associated with the ~~information~~preparation ~~required~~of byour ~~this~~filings ~~Item~~with the SEC and other regulatory requirements. In the event that we engage in any merger or other combination with an operating company, we will have additional material professional commitments.

~~ITEM~~Subsequent ~~4. CONTROLS AND PROCEDURES.~~Event

On July 24, 2014, we raised gross proceeds of $55,000 from each of Iroquois and Hudson (aan aggregate of $110,000) ~~Evaluation~~ and issued convertible promissory notes (the “2014 Notes”) in the principal amount of ~~Disclosure~~$55,000 ~~Controls~~to each of them. The 2014 Notes have a maturity date of December 31, 2015 and bear ~~Procedures~~interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the 2014 Notes are convertible at the “Conversion Price” (as defined in the 2014 Notes), initially at $0.50 per share, into shares of our common stock at the option of the holder, subject to the “Beneficial Ownership Cap” (as defined in the 2014 Notes), or upon the consummation of a “Fundamental Transaction” (as defined in the 2014 Notes). The proceeds of the 2014 Notes will be used to fund our working capital needs.

~~Our~~Critical ~~management,~~Accounting 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.Policies

Our unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (b“GAAP”) ~~Changes~~, which require management to make estimates and assumptions that affect the amounts reported in ~~Internal~~such ~~Control~~financial ~~over~~statements ~~Financial~~and ~~Reporting~~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.

There were no changes in our internal controls over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.12

~~PART~~Use ~~II.~~of ~~- OTHER INFORMATION~~Estimates

In ~~ITEM~~preparing 6financial 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. ~~EXHIBITS~~ 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.

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.*
101.INS		XBRL Instance Document.*
101.SCH		XBRL Taxonomy Extension Schema Document.*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.*

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 * Filed herewith.Instruments

The ~~SIGNATURES~~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.

InEquity ~~accordance~~Based ~~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.~~Compensation

	24Holdings Inc
Dated: November 6, 2013	/s/ Arnold P. Kling
	Arnold P. Kling, President
	(Principal Executive Officer)
Dated: November 6, 2013	/s/ Kirk M. Warshaw
	Kirk M. Warshaw, Chief Financial Officer
	(Principal Financial and Accounting Officer)

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.

New Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

Off-Balance Sheet Arrangements

As of June 30, 2014, 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 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

PART II. - OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.		Description

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. ⁽¹⁾

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. ⁽¹⁾

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.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

⁽¹⁾ Previously filed as an Exhibit in the Company’s Current Report on Form 8-K, filed on July 29, 2014, and incorporated herein by reference.

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: August 11, 2014	/s/ Arnold P. Kling
	Arnold P. Kling, President
	(Principal Executive Officer)

Dated: August 11, 2014	/s/ Kirk M. Warshaw
	Kirk M. Warshaw, Chief Financial Officer
	(Principal Financial and Accounting Officer)

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