UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2013~~2014

Commission file number: 000-22281

24HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		33-0726608
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

131 Columbia Turnpike, Suite 1

Florham Park, NJ 07932

(Address of Principal Executive Offices)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

For the year ended December 31, ~~2013~~2014, the registrant ~~issuer~~ had no revenues.

As of June 2830, ~~2013~~2014, the aggregate market value of the voting stock held by non-affiliates of the registrant ~~issuer~~ (based upon the closing price on June 2830, ~~2013,~~ 2014, the last business day of the registrant’s most recently completed second fiscal quarter of $01.3000 per share) was ~~approximately~~ approximately $92309,~~956~~854.

The number of shares outstanding of the ~~issuer~~registrant’s common stock, $.001 par value, as of March 26, ~~2014~~2015 was 2,071,~~644~~544 shares.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

24HOLDINGS INC.

Form 10-K Annual Report

Table of Contents

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosure	10
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters
	and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1211
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Change in and Disagreements with Accountants on Accounting ~~and Financial Disclosure~~	14
Item 9A.	Controls And Procedures	14
	and Financial Disclosure	13
Item 9A.	Controls And Procedures	13
Item 9B.	Other Information	14
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1514
Item 11.	Executive Compensation.	1615
Item 12.	Security Ownership of Certain Beneficial Owners and Management and
	Related Stockholder Matters	17
	Related Stockholder Matters.	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1817
Item 14.	Principal Accountant Fees and Services	1817
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	18

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. 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 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 particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. 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.

PART 1

ITEM 1.

BUSINESS.

THE COMPANY’S HISTORY

We are a Delaware corporation formerly known as Scoop, Inc. In April 2001, Scoop, Inc. amended its Certificate of Incorporation to change its name to 24Holdings Inc. (“we”, “our”, “us” or “24Holdings”). Prior to September 30, 2005, 24Holdings was a holding company that conducted its business operations through its wholly owned subsidiary 24STORE (Europe) Limited, a company incorporated under the laws of England formerly known as 24STORE.com Limited ("24STORE"). 24STORE commenced business operations in 1996 and focused on the sale of media products and business information services. Commencing in July 1998, 24Holdings 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 the outstanding stock of 24Holdings 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 24Holding's operations, were devoted to supplying business customers with computer and electronics products.

On October 23, 2006 (the “Effective Date”), we implemented a 1 for 125 reverse stock split (the “Reverse Split”) of our common stock par value $0.001 per share (the “Common Stock”). Pursuant to the Reverse Split, each 125 shares of Common Stock issued and outstanding as of the Effective Date was converted into one (1) share of Common Stock. The Reverse Split also reduced the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock”) could be converted from 100 shares to 0.8 shares.

All per share data herein has been retroactively restated to reflect the Reverse Split.

CHANGE OF OWNERSHIP TRANSACTIONS

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

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

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

On September 30, 2005, 24Holdings and Infinicom completed the transactions contemplated in the 24STORE Sale, the IP Assignment and the Preferred Stock Agreement as described above. Infinicom forgave the $603,830 of debt 24Holdings owed to them in consideration of the IP Assignment.

Effective September 30, 2005, Infinicom completed the sale to the Purchasers, under the Infinicom Sale Agreement, of 597,693 shares of Common Stock (which represented 77.7% of the 769,226 shares of Common Stock then issued and outstanding) and 344,595 shares of Preferred Stock, constituting 83.6% in the aggregate of the then issued and outstanding Common Stock (assuming the conversion of the Preferred Stock into 275,676 shares of Common Stock). As a result, the Purchasers acquired control of 24Holdings from Infinicom, with R&R beneficially owning 698,696 shares of Common Stock (assuming the conversion by R&R of 275,676 shares of Preferred Stock into 220,541 shares of Common Stock) constituting 66.9% of the then issued and outstanding shares of Common Stock, and Moyo in the aggregate beneficially owning 174,674 shares of Common Stock (assuming the conversion by Moyo of 68,919 shares of Preferred Stock into 55,135 shares of Common Stock) constituting 16.7% of the then issued and outstanding shares of Common Stock.

Effective September 30, 2005 Urban von Euler resigned as our president and a director but remained our chief executive officer. Also, effective September 30, 2005, Larsake Sandin resigned as a director and each of Arnold P. Kling and Kirk M. Warshaw were appointed as directors of 24Holdings. On November 21, 2005, effective with the filing of our Form 10-Q for the quarter ended September 30, 2005, Mr. von Euler resigned as chief executive officer and Mr. Kling was appointed president and treasurer and Mr. Warshaw was appointed chief financial officer and secretary.

On November 25, 2005, the Infinicom Sale Agreement was amended to provide, among other criteria, that the fair market value of the Infinicom Additional Shares would be no less than $400,000 nor more than $600,000 at the time such shares are required to be issued to Infinicom.

On February 1, 2006, a total of 250,000 shares of Preferred Stock were authorized for issuance to two individuals who provided services to us. On May 12, 2006, we issued 150,000 and 100,000 shares of the Preferred Stock to Arnold P. Kling and Kirk M. Warshaw for their services as our president and chief financial officer, respectively. Each share of Preferred Stock was immediately convertible, at the holder's option, into 0.8 shares of Common Stock. Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services were valued at $7,500.

As a result of the Reverse Split we had adequate shares of Common Stock to facilitate the conversion of all the issued and outstanding shares of Preferred Stock. Prior to the Reverse Split, because the conversion terms of the Preferred Stock would have required more shares of Common Stock to be issued than were authorized and available for issuance, $249,628 of indebtedness had been recorded on our balance sheet as a long term liability. As a result of the Reverse Split this amount was reclassified, pursuant to the accounting guidance, as preferred equity.

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

On May 9, 2013, we 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~~222 shares of Common Stock. We recognized non-cash expense of $26,924 associated with this conversion.

On May 9, 2013, we 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 sales to Hudson and Iroquois were 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 (“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.

AsOn ofJuly ~~December 31~~24, ~~2013~~2014, ~~our~~we ~~authorized~~issued convertible promissory notes (the ~~capital~~“2014 ~~stock~~Notes”) ~~consists~~in the principal amount of ~~100~~$55,000~~,000~~ ~~shares~~to each of ~~Common~~Iroquois ~~Stock~~ and 5Hudson (an aggregate of $110,000~~,000~~). ~~shares~~The of2014 Notes ~~Preferred~~have ~~Stock~~a maturity date of ~~which~~December 231,~~071,644~~ ~~shares~~ 2015 and bear interest at the rate of ~~Common~~5.0% ~~Stock~~per annum, payable at maturity. The principal and noaccrued interest on the 2014 Notes are convertible at the “Conversion Price” (as defined in the 2014 Notes) into shares of ~~Preferred~~Common Stock at the option of the holder, ~~were~~subject ~~issued~~to ~~and~~the ~~outstanding.~~“Beneficial ~~All~~Ownership ~~shares~~Cap” (as defined in the 2014 Notes), or upon the consummation of ~~Common~~a ~~Stock~~“Fundamental ~~currently~~Transaction” ~~outstanding~~(as defined in the 2014 Notes). The proceeds from the ~~are~~2014 ~~validly~~Notes ~~issued~~have been, ~~fully~~and ~~paid~~will ~~and~~continue ~~non-assessable~~to be, utilized by us to fund working capital needs.

As of December 31, 2014, our authorized capital stock consists of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock of which 2,071,544 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.

THE COMPANY TODAY

Since September 30, 2005, 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, 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 operating company or business. We have no employees and no material assets.

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 has 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.

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

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

Our officers are only required to devote a small portion of their time (less than 10%) to our affairs on a part-time or as-needed basis. Our officers may be entitled to receive compensation from a target company they identify or provide services in connection with a business combination. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

We do not expect our present management to play any managerial role for us following a business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect.

In evaluating a prospective target business, we will consider several factors, including the following:

- experience and skill of management and availability of additional personnel of the target business; - costs associated with effecting the business combination; - equity interest retained by our stockholders in the merged entity;

-In ~~growth~~evaluating ~~potential~~a ofprospective ~~the~~ target business;, we -will ~~capital~~consider ~~requirements~~several offactors, ~~the~~including ~~target business; - capital available to~~ the target business; - stage of development of the target business; - proprietary features and degree of intellectual property or other protection of the target business; - the financial statements of the target business; and - the regulatory environment in which the target business operates.following:

experience and skill of management and availability of additional personnel of the target business;

costs associated with effecting the business combination;

equity interest retained by our stockholders in the merged entity;

growth potential of the target business;

capital requirements of the target business;

capital available to the target business;

stage of development of the target business;

proprietary features and degree of intellectual property or other protection of the target business;

the financial statements of the target business; and

the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation relating to the merits of a particular target business will be based, to the extent relevant, on the above factors, as well as other considerations we deem relevant. In connection with our evaluation of a prospective target business, we anticipate that we will conduct a due diligence review which will encompass, among other things, meeting with incumbent management as well as a review of financial, legal and other information.

The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time. Our president intends to devote only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination may require a longer time than if he devoted his full time to our affairs. However, he will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or are engaged in active negotiation of a business combination.

We anticipate that various prospective target businesses will be brought to our attention from various sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, including, possibly, the executive officers and our affiliates.

As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. We will evaluate the possible tax consequences of any prospective business combination and will endeavor to structure a business combination so as to achieve the most favorable tax treatment to our company, the target business and our respective stockholders. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination. To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a business combination, there may be adverse tax consequences to our company, the target business, and our respective stockholders.

We may acquire a company or business by purchasing the securities of such company or business. However, we do not intend to engage primarily in such activities. Specifically, we intend to conduct our activities so as to avoid being classified as an "investment company" under the Investment Company Act of 1940, as amended (the “Investment Act”) and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and the regulations promulgated thereunder.

Section 3(a) of the Investment Company Act excepts from the definition of an "investment company" an entity which does not engage primarily in the business of investing, reinvesting or trading in securities, or which does not engage in the business of investing, owning, holding or trading "investment securities" (defined as "all securities other than government securities or securities of majority-owned subsidiaries") the value of which exceed 40% of the value of its total assets (excluding government securities, cash or cash items). We intend to operate any business in the future in a manner which will result in the availability of this exception from the definition of an investment company. Consequently, our acquisition of a company or business through the purchase and sale of investment securities will be limited. Although we intend to act to avoid classification as an investment company, the provisions of the Investment Company Act are extremely complex and it is possible that we may be classified as an inadvertent investment company. We intend to vigorously resist classification as an investment company, and to take advantage of any exemptions or exceptions from application of the Investment Company Act, which allows an entity a one-time option during any three-year period to claim an exemption as a "transient" investment company. The necessity of asserting any such resistance, or making any claim of exemption, could be time consuming and costly, or even prohibitive, given our limited resources.

Various impediments to a business combination may arise, such as appraisal rights afforded the stockholders of a target business under the laws of its state of organization. This may prove to be deterrent to a particular combination.

ITEM 1A.

RISK FACTORS.

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since September 30, 2005, we have no operating business or plans to develop one. We are currently seeking to enter into a merger or business combination with another company. To date, our efforts have been limited to meeting our regulatory filing requirements and searching for a merger target.

We Have Limited Resources and No Revenues From Operations, and WILL Need Additional Financing in Order to Execute ANY Business Plan.

We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the consummation of a merger and we cannot ascertain our capital requirements until such time. Further limiting our abilities to achieve revenues, in order to avoid status as an "Investment Company" under the Investment Company Act, we can only invest our funds prior to a merger in limited investments which do not invoke Investment Company status. There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives.

~~We Will Be Able to Effect At Most One Merger, and Thus May Not Have a Diversified Business.~~7

~~Our resources are limited and we will most~~We ~~likely~~Will ~~have~~Be ~~the~~Able ~~ability~~ to ~~effect~~Effect ~~only~~At aMost ~~single~~One ~~merger. This probable lack of diversification will subject us to numerous economic~~Merger, ~~competitive~~ and ~~regulatory~~Thus ~~developments,~~May ~~any~~Not orHave ~~all of which may have~~ a ~~material~~Diversified ~~adverse impact upon the particular industry in which we may operate subsequent to the consummation of a merger~~Business. ~~We will become dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~

7Our resources are limited and we will most likely have the ability to effect only a single merger. This probable lack of diversification will subject us to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which we may operate subsequent to the consummation of a merger. We will become dependent upon the development or market acceptance of a single or limited number of products, processes or services.

We Depend SUBSTANTIALLY upon OUR PRESIDENT, Whose Experience Is Limited, to Make All Management Decisions.

Our ability to effect a merger will be dependent upon the efforts of our president, Arnold Kling. Notwithstanding the importance of Mr. Kling, we have not entered into any employment agreement or other understanding with Mr. Kling concerning compensation or obtained any "key man" life insurance on any of his life. The loss of the services of Mr. Kling will have a material adverse effect on our business objectives and success. We rely upon the expertise of Mr. Kling and do not anticipate that we will hire additional personnel.

THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT ~~SHAREHOLDERS~~STOCKHOLDERS.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. Our officers may be entitled to receive compensation from a target company they identify or provide services to in connection with a business combination. A conflict of interest may arise between our management’s personal pecuniary interest and their fiduciary duty to our ~~shareholders~~stockholders. Further, our management’s own pecuniary interest may at some point compromise their fiduciary duty to our ~~shareholders~~stockholders. In addition, Messrs. Kling and Warshaw, our officers and directors, are currently involved with other blank check offerings and conflicts in the pursuit of business combinations with such other blank check companies with which they are, and may in the future be affiliated with, may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. We cannot assure you that conflicts of interest among us, our management and our ~~shareholders~~stockholders will not develop.

THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the closing of a merger or business combination, it is likely our current management will not retain any control or managerial responsibilities. Upon such event, Mr. Kling and Mr. Warshaw intend to resign from their positions with us.

CURRENT ~~SHAREHOLDERS~~STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR BUSINESS COMBINATION.

Our Certificate of Incorporation authorized the issuance of 100,000,000 shares of our Common Stock. There are currently 97,928,~~356~~456 authorized but unissued shares of Common Stock available for issuance. To the extent that additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our ~~shareholders~~stockholders could experience significant dilution of their respective ownership interests. Furthermore, the issuance of a substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for our Common Stock and could impair our ability to raise additional capital through the sale of equity securities.

CONTROL BY EXISTING ~~SHAREHOLDERS~~STOCKHOLDERS.

Hudson and Iroquois beneficially own almost 68% of the outstanding shares of our Common Stock. As a result, these ~~shareholders~~stockholders are able to exercise control over matters requiring ~~shareholder~~stockholder approval, including the election of directors, and the approval of mergers, consolidations and sales of all or substantially all of our assets.

OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price, as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Our Common Stock is not now quoted on a national exchange but is traded on the OTCQB of the OTC Markets (“OTCQB”). Thus, they are subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter, and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The "penny stock" rules, may restrict the ability of our stockholders to sell our Common Stock and warrants in the secondary market.

OUR COMMON STOCK HAS BEEN THINLY TRADED, LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET.

Our Common Stock is quoted on the OTCQB, which provides significantly less liquidity than a securities exchange (such as the NYSE MKT, New York Stock Exchange or the NASDAQ). There is uncertainty that we will ever be accepted for a listing on a national securities exchange.

Often there is currently a limited volume of trading in our Common Stock, and on many days there has been no trading activity at all. The purchasers of shares of our Common Stock may find it difficult to resell their shares at prices quoted in the market or at all.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.

PROPERTIES.

Our principal offices are located at 131 Columbia Turnpike, Suite 1, Florham Park, NJ ~~one of the office locations of Kirk M~~. ~~Warshaw,~~We ~~LLC~~have ~~(the~~occupied ~~“LLC”), an affiliated company of Kirk Warshaw,~~ our ~~chief financial officer and secretary. We occupy our~~ principal offices on a month to month basis ~~beginning~~since in January 2014. During the year ended December 31, 2013 and since March 2010 our principal offices were located at 133 Summit Avenue, Suite 22, Summit, NJ which had been owned by the LLC. On January 1, 2009, we began paying a quarterly fee of $500 to the LLC for the use and occupancy, and administrative services, related to our principal offices. We do not own or intend to invest in any real property. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3.

LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II

ITEM 5.

MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. Our Common Stock is traded on the OTCQB market under the symbol "TWFH". The following table sets forth the high and low bid prices for our Common Stock for the periods indicated and as reported on the OTCQB. ~~Prior to September 26, 2012 our Common Stock was trading on the Over-the-Counter Bulletin Board.~~ Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

	Bid Price
	High		~~Low~~	Low
2013
2014
First Quarter	$~~0.35~~	1.00	~~$0.10~~	$	0.024
Second Quarter	$~~0.33~~	1.00	~~$0.032~~	$	1.00
Third Quarter	$~~0.30~~	1.00	~~$0.01~~	$	0.01
Fourth Quarter	$~~0.025~~	0.101	~~$0.02~~	$	0.061

2012
2013
First Quarter	$~~0.35~~	0.35	~~$0.35~~	$	0.10
Second Quarter	$~~0.35~~	0.33	~~$0.25~~	$	0.032
Third Quarter	$~~025~~	030	~~$0.20~~	$	0.01
Fourth Quarter	$~~0.35~~	0.025	~~$0.0438~~	$	0.02

(b) Holders. As of March 26, ~~2014~~2015, there were ~~240 record~~ 124 record holders of ~~all of~~ our ~~issued and outstanding shares of~~ Common Stock.

(c) Dividend Policy

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6.

SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

11ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~GENERAL

~~GENERAL~~Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a "Merger Target") desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a "Merger Target") desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.11

We are not currently engaged in any business activities that provide cash flow. We believe that the costs of investigating and analyzing business combinations will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

(i)

filing of Exchange Act reports, and

(ii)

costs relating to identifying and consummating a transaction with a Merger Target.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

On November 22, 2005, following the filing of our 10-Q for the quarter ended September 30, 2005, Arnold P. Kling joined us as our president and Kirk M. Warshaw joined us as our chief financial officer and secretary. Messrs. Kling and Warshaw are only required to devote a small portion of their time (less than 10%) to our affairs on a part-time or as-needed basis. No regular compensation has or will be paid to any officer or director in their capacities as such. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating business opportunities.

Since September 30, 2005, we had not incurred any material costs or expenses other than those associated with our minimal operations necessary to meet regulatory requirements. As of December 31, ~~2013~~2014 we had cash on hand of $4775,~~165~~532 and negative working capital of $~~41,267~~843. Since we have no revenue or ~~plans to~~plan to generate any revenue, when our ~~our~~ accounts payable and accrued expenses exceed our cash on-hand we will be dependent upon loans or or contributions of capital to fund obligations in excess of our cash.

We have historically relied upon funding through capital contributions from our majority stockholders, Failure to receive funding will cause us to cease operations.

EQUIPMENT AND EMPLOYEES

As of December 31, ~~2013~~2014, we had no operating business, no equipment, and no employees. We do not intend to develop our own operating business but instead plan to merge with another operating company.

12Results of Operations

Continuing Operating Results ofFor ~~Operations~~The Fiscal Year Ended December 31, 2014 Compared To The Fiscal Year Ended December 31, 2013

~~Continuing~~Because ~~Operating~~we ~~Results~~have ~~For~~not ~~The~~had any business operations ~~Fiscal~~since ~~Year~~September ~~Ended~~30, 2005, we had no revenues during the years ended December 31, 2014 and 2013, ~~Compared~~respectively. ToWe 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. Total expenses for the years ended December 31, 2014 decreased to $97,110, as compared to $117,280 for the same period in 2013. The ~~Fiscal~~majority ~~Year~~of ~~Ended~~these expenses primarily constituted general and administrative expenses related to accounting and compliance with the Exchange Act. For the year ended December 31, ~~2012~~2013 expenses associated with the aforementioned events related to the conversion of Infinicom’s rights to the Infinicom Additional Shares and the sale and issuance of shares of our Common Stock to Hudson and Iroquois were incurred. For the year ended December 31, 2014 we incurred interest expense associated with the 2014 Notes to Hudson and Iroquois.

Because we have not had any business operations since September 30, 2005, we had no revenues during the years ended December 31, 2013 and 2012, respectively. 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. Total expenses for the years ended December 31, 2013 increased to $117,280, as compared to $36,559 for the same period in 2012. The majority of these expenses primarily constituted general and administrative expenses related to accounting and compliance with the Exchange Act and for the year ended December 31, 2013 expenses associated with the aforementioned events related to the conversion of Infinicom’s rights to the Infinicom Additional Shares and the sale and issuance of shares of our Common Stock to Hudson and Iroquois.12

Liquidity and Capital Resources

Our principal source of operating capital recently has been provided in the form of loans and capital contributions from our ~~shareholders~~stockholders. We do not have any revenues from any operations absent a merger or other combination with an operating company and no assurance can be given that such a merger or other combination will occur or that we can engage in any public or private sales of our equity or debt securities to raise working capital. We are dependent upon future loans from our present ~~shareholders~~stockholders or management and there can be no assurances that our present ~~shareholders~~stockholders or management will make any loans to us. At December 31, ~~2013~~2014, we had cash of $4775,~~165~~532 and ~~working~~negative working capital of $~~41,267~~843.

Our present material commitments are professional and administrative fees and expenses associated with the preparation of filings with the SEC and other regulatory requirements. In the event that we engage in any merger or other combination with an operating company, it is likely that we will have additional material commitments.

We have limited resources, no revenues from operations to date and our cash on hand is not sufficient to satisfy our cash requirements beyond the ~~second~~third fiscal quarter of ~~2014~~2015. We have historically relied upon funding through capital contributions and loans from our majority stockholders, . Failure to receive funding when needed or on terms acceptable to us will cause us to cease operations.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of December 31, ~~2013~~2014.

Off-Balance Sheet Arrangements

As of December 31, ~~2013~~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 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

13ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~ITEM 9~~None. ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~

~~None~~ITEM 9A. CONTROLS AND PROCEDURES.

~~ITEM~~(a) ~~9A.~~Evaluation ~~CONTROLS~~of ~~AND~~Disclosure ~~PROCEDURES.~~Controls and Procedures

Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (aas defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer, who are our sole officers and directors, concluded that as of ~~Disclosure~~the ~~Controls~~Evaluation Date, our disclosure controls and procedures ~~Procedures~~are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation 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 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer, who are our sole officers and directors, concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.13

Our management, including our president and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within 24Holdings have been detected.

(b)

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2013~~2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework in 1992 (the “1992 Framework”). Our management has concluded that, as of December 31, ~~2013~~2014, our internal control over financial reporting is effective based on these criteria. In May 2013, COSO updated the 1992 Framework (the “2013 Framework”). The 2013 Framework took effect on December 15, 2014 and superseded the 1992 Framework.

(c)

Changes in Internal Control over Financial Reporting

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

ITEM 9B.

OTHER INFORMATION

None.

14PART III

~~PART III~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~ITEM~~The ~~10.~~following ~~DIRECTORS,~~table ~~EXECUTIVE~~sets ~~OFFICERS~~forth ~~AND~~information concerning ~~CORPORATE~~our ~~GOVERNANCE.~~officers and directors as of March 1, 2014:

The following table sets forth information concerning our officers and directors as of March 1, 2014:

Name	Age	Title
Arnold P. Kling	56	President, treasurer and director
Kirk M. Warshaw	57	Chief financial officer, secretary and director

Name	Age	Title
Arnold P. Kling	55	President, treasurer and director
Kirk M. Warshaw	55	Chief financial officer, secretary and director

Arnold P. Kling. Mr. Kling has served as a director since September 2005 and as our president and treasurer since November, 2005. For the past 14 years, Mr. Kling has been the senior managing partner for a group of private equity investment funds that invest and manage early stage companies whose technologies have the potential to disrupt their targeted markets. From 1993 to 1995 he was a senior executive and general counsel of a Nasdaq listed licensing and multimedia company. From 1990 through 1993, Mr. Kling was an associate and partner in the corporate and financial services department of Tannenbaum, Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling received a Bachelor of Science degree from New York University in International Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of Law in 1983. Mr. Kling currently also serves as a director and president of Protalex, Inc. (OTCQB: PRTX) and Newtown Lane Marketing, Incorporated (OTCQB: NTWN). Mr. Kling’s professional experience and background with other companies and with us, as our president and director since 2005, have given him the expertise needed to serve as one of our directors.

~~Arnold P. Kling. Mr. Kling has served as a director since September 2005 and as our president and treasurer since November, 2005. For the past~~ 14 years, Mr. Kling has been the senior managing partner for a group of private equity investment funds that invest and manage early stage companies whose technologies have the potential to disrupt their targeted markets. From 1993 to 1995 he was a senior executive and general counsel of a Nasdaq listed licensing and multimedia company. From 1990 through 1993, Mr. Kling was an associate and partner in the corporate and financial services department of Tannenbaum, Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling received a Bachelor of Science degree from New York University in International Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of Law in 1983. Mr. Kling currently also serves as a director and president of Protalex, Inc. (OTCQB: PRTX) and Newtown Lane Marketing, Incorporated (OTCQB: NTWN). Mr. Kling’s professional experience and background with other companies and with us, as our president and director since 2005, have given him the expertise needed to serve as one of our directors.

Kirk M. Warshaw. Mr. Warshaw has served as a director since September 2005 and our chief financial officer and secretary, since November, 2005. Mr. Warshaw is a financial professional who, since 1990, has provided clients in various industries with advice on accounting, corporate finance, and general business matters. Prior to starting his own consulting firm, from 1983 to 1990, he held the various titles of controller, chief financial officer, president, and chief executive officer at three separate financial institutions in New Jersey. From 1980 through 1983, Mr. Warshaw was a senior accountant at the public accounting firm of Deloitte, Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has been a CPA in New Jersey since 1982. Mr. Warshaw is currently the chief financial officer of Protalex, Inc. (OTCQB: PRTX) and Newtown Lane Marketing, Incorporated (OTCQB: NTWN). Mr. Warshaw’s professional experience and background with other companies and with us, as our chief financial officer and director since 2005, have given him the expertise needed to serve as one of our directors.

Mr. Kling and Mr. Warshaw are not required to commit their full time to our business affairs and they will not devote a substantial amount of time to our business affairs.

Compensation and Audit Committees

As we only have two board members and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an "audit committee financial expert," as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our ~~shareholders~~stockholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the "Reporting Persons") to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, ~~2013~~2014 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

15Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

WeITEM ~~have not adopted a Code of Ethics given our limited operations~~11. WeEXECUTIVE ~~expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics~~COMPENSATION.

~~ITEM~~Messrs. 11Kling and Warshaw are our sole officers and directors. ~~EXECUTIVE~~Neither ~~COMPENSATION~~receives any regular compensation for their services rendered on our behalf. Neither Mr. Kling nor Mr. Warshaw received any compensation during the years ended December 31, 2014 and 2013. No officer or director is required to make any specific amount or percentage of his business time available to us.

~~Messrs.~~While ~~Kling~~we ~~and~~do ~~Warshaw~~not ~~are~~presently ~~our~~anticipate ~~sole~~engaging ~~officers~~the ~~and~~services ~~directors.~~of ~~Neither~~professional ~~receives~~firms that specialize in finding business acquisitions on any ~~regular~~formal ~~compensation~~basis, ~~for~~we ~~their~~may ~~services~~engage ~~rendered~~such onfirms in ~~our~~the ~~behalf.~~future, ~~Neither~~in Mrwhich event we may be required to pay a finder's fee or other compensation. ~~Kling~~In no event, however, will we pay ~~nor~~a ~~Mr.~~finder's ~~Warshaw~~fee ~~received~~or commission to any ~~compensation~~of ~~during~~our ~~the~~officers ~~years~~and ~~ended~~directors ~~December~~or ~~31,~~any ~~2013~~entity ~~and~~with ~~2012.~~which Noan officer or director is ~~required~~affiliated. toWe ~~make~~do ~~any~~not ~~specific~~have ~~amount~~any incentive or ~~percentage~~stock ofoption ~~his~~plan ~~business~~in ~~time available to us~~effect.

~~While~~Director weCompensation do not presently anticipate engaging the services of professional firms that specialize in finding business acquisitions on any formal basis, we may engage such firms in the future, in which event we may be required to pay a finder's fee or other compensation. In no event, however, will we pay a finder's fee or commission to any of our officers and directors or any entity with which an officer or director is affiliated. We do not have any incentive or stock option plan in effect.

~~Director~~We ~~Compensation~~do not currently pay any cash fees to our directors, nor do we pay directors' expenses in attending board meetings.

WeEmployment ~~do not currently pay any cash fees to our directors, nor do we pay directors' expenses in attending board meetings.~~Agreements

~~Employment~~We ~~Agreements~~are not a party to any employment agreements.

~~We are not a party to any employment agreements.~~15

16ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~ITEM~~The ~~12.~~following ~~SECURITY~~table ~~OWNERSHIP~~sets OFforth ~~CERTAIN~~certain information ~~BENEFICIAL~~as ~~OWNERS~~of ~~AND~~March ~~MANAGEMENT~~26, ~~AND~~2015 ~~RELATED~~regarding ~~STOCKHOLDER~~the ~~MATTERS~~number and percentage of our Common Stock (being our only voting securities) beneficially owned by each named executive officer, director, each person (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

The following table sets forth certain information as of March 26, 2014 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each named executive officer, director, each person (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)		Percentage of Ownership
Arnold P. Kling (2) 410 Park Avenue, Suite 1710 New York, NY 10022		294,674		14.2	%

Kirk M. Warshaw (3) 2640 Lake Shore Dr., Unit 1708 Riviera Beach, FL 33404		80,000		3.8	%

All Directors and Officers (2 persons) as a group		374,674		18.0	%

5% Stockholders

Hudson Bay Master Fund Ltd. (4)(7) 777 Third Avenue, 30th Floor New York, New York 10017		693,558		33.4	%

Iroquois Master Fund Ltd. (5)(7) 641 Lexington Avenue, 26th Floor New York, New York 10022		693,558		33.4	%

Moyo Partners, LLC (2) c/o Arnold P. Kling 410 Park Avenue, Suite 1710 New York, NY 10022		174,674		8.4	%

Avalon Innovation AB (formerly InfiniCom, AB) (6) Sveavagan 66 Stockholm, Sweden 111-34		177,950		8.5	%

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)	Percentage of Ownership
Arnold P. Kling (2) 410 Park Avenue, Suite 1710 New York, NY 10022	294,674	14.2%
Kirk M. Warshaw (3) 2640 Lake Shore Dr., Unit 1708 Riviera Beach, FL 33404	80,000	3.8%
All Directors and Officers (2 persons) as a group	374,674	18.0%
5% Shareholders
Hudson Bay Master Fund Ltd. (4) 777 Third Avenue, 30th Floor New York, New York 10017	693,558	33.4%
Iroquois Master Fund Ltd.(5) 641 Lexington Avenue, 26th Floor New York, New York 10022	693,558	33.4%
Moyo Partners, LLC (2) c/o Arnold P. Kling 410 Park Avenue, Suite 1710 New York, NY 10022	174,674	8.4%

(1)

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of March 26, 2015 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

(12) ~~Unless~~Arnold ~~otherwise~~P. ~~indicated~~Kling, weour ~~have~~president ~~been~~and ~~advised~~a ~~that~~director, ~~all~~controls ~~individuals~~Moyo orPartners, ~~entities~~LLC ~~listed have the sole power to vote~~ and ~~dispose~~therefore ofis the ~~number~~beneficial ofowner ~~shares set forth opposite their names. For purposes~~ of ~~computing~~ the ~~number and percentage of~~ shares ~~beneficially~~held ~~owned~~ by athis security holder, any shares which such person has the right to acquire within 60 days of March 26, 2014 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holderentity.

(23) ~~Arnold P~~Mr. ~~Kling,~~Warshaw is our ~~president~~chief ~~and~~financial ~~a director~~officer, ~~controls~~secretary ~~Moyo Partners, LLC~~ and ~~therefore~~a ~~is the beneficial owner of the shares held by this entity~~director.

(34) The shares held by Hudson are beneficially owned by Hudson Bay Capital Management LP (the “Investment Manager”) the investment manager to Hudson. Hudson Bay Capital GP LLC is the general partner of the Investment Manager and Mr. ~~Warshaw~~Sander Gerber is ~~our~~the ~~chief~~managing ~~financial~~member ~~officer,~~of ~~secretary~~Hudson Bay Capital GP LLC. The authority and aresponsibility ~~director~~for the investments made on behalf of Hudson rest with Mr. Gerber. Mr. Gerber disclaims beneficial ownership of the shares held by Hudson.

(45) The shares held by ~~Hudson~~Iroquois are beneficially owned by ~~Hudson~~Iroquois ~~Bay~~ Capital Management LPLLC (~~the~~ “~~Investment~~Iroquois ~~Manager~~Mgmt”), ~~the~~a registered investment ~~manager~~adviser tothat ~~Hudson.~~provides ~~Hudson~~investment ~~Bay~~advisory ~~Capital~~services GPto ~~LLC~~Iroquois. isRichard ~~the~~Abbe ~~general partner of the Investment Manager~~ and ~~Mr.~~Joshua ~~Sander~~Silverman ~~Gerber~~are is the ~~managing~~members ~~member~~ of ~~Hudson~~Iroquois ~~Bay~~Mgmt ~~Capital~~who GPhave ~~LLC.~~the ~~The~~ authority and responsibility for the investments made on behalf of ~~Hudson~~Iroquois. ~~rest~~Each ~~with~~of MrMessrs. ~~Gerber.~~Abbe ~~Mr.~~and ~~Gerber~~Silverman disclaims beneficial ownership of the shares held by ~~Hudson~~Iroquois, except to the extent of their pecuniary interest therein.

(56) ~~The shares held by Iroquois are beneficially owned by Iroquois Capital Management LLC (“Iroquois Mgmt”), a registered investment adviser that provides investment advisory services to Iroquois~~Mr. ~~Richard~~Per-Anders ~~Abbe~~Johansson ~~and~~is ~~Joshua Silverman are~~ the ~~members~~chairman of ~~Iroquois Mgmt who have the authority and responsibility for the investments made on behalf of Iroquois~~Infinicom. ~~Each of Messrs. Abbe and Silverman disclaims beneficial ownership of the shares held by Iroquois, except to the extent of their pecuniary interest therein.~~

We(7) ~~currently~~Excludes dothe number of shares of Common Stock issuable upon conversion of the principal and the accrued interest due and payable on the 2014 Note held by the stockholder because of the “Beneficial Ownership Cap” limitation applicable to the 2014 Note pursuant to which the holder thereof does not have the right to convert the principal and the accrued interest due and payable to the extent (i) the holder’s beneficial ownership of Common Stock is more than 9.99% of the total number of shares of Common Stock then issued and outstanding, or (ii) such conversion would result in beneficial ownership by the holder, or any ~~equity~~of ~~compensation~~its ~~plans~~affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

17We currently do not have any equity compensation plans.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~16

~~Our~~ITEM ~~Board of Directors consists of Arnold Kling and Kirk Warshaw~~13. ~~Neither~~ ofCERTAIN ~~them~~RELATIONSHIPS isAND ~~independent~~RELATED asTRANSACTIONS, ~~such~~AND ~~term~~DIRECTOR ~~is defined by a national securities exchange or an inter-dealer quotation system~~INDEPENDENCE.

OnOur ~~May~~Board ~~9, 2013, we raised total gross proceeds~~ of ~~$134,000~~Directors ~~from~~consists ~~the sale~~ of anArnold ~~aggregate~~Kling ofand ~~688,420~~Kirk ~~shares of Common Stock at a price of $0~~Warshaw.~~1946488~~ Neither ~~per share. 344,210~~ of ~~these shares~~them ~~were~~is ~~sold~~independent toas ~~Hudson~~such ~~and~~term ~~the~~is ~~other~~defined ~~344,210~~by ~~shares~~a ~~were~~national ~~sold~~securities toexchange ~~Iroquois.~~or ~~The~~an ~~sales~~inter-dealer toquotation ~~Hudson and Iroquois were exempt from the registration requirements of the Act pursuant to Sections 4(a)(2) and 4(a)(5) of the Act~~system.

~~ITEM~~On 14May 9, 2013, we 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 ~~PRINCIPAL~~per ~~ACCOUNTANT~~share. ~~FEES~~344,210 ~~AND~~of ~~SERVICES~~these shares were sold to Hudson and the other 344,210 shares were sold to Iroquois. The sales to Hudson and Iroquois were exempt from the registration requirements of the Act pursuant to Sections 4(a)(2) and 4(a)(5) of the Act.

~~The~~On July 24, 2014, we raised an aggregate ~~fees~~of $110,000 from the ~~billed~~issuance byof ~~our~~the ~~principal~~2014 ~~accounting~~Notes ~~firm,~~to ~~Liggett~~Iroquois and Hudson. The 2014 Notes have a maturity date of December 31, ~~Vogt~~2015 &and ~~Webb~~bear Pinterest at the rate of 5.A0% (per annum, payable at maturity. The principal and accrued interest on the 2014 Notes are convertible at the “~~Liggett~~Conversion Price”) (as defined in the ~~fiscal~~2014 ~~years~~Notes), ~~ended~~initially ~~December~~at $0.50 per share, into shares of our Common Stock at the option of the 31holder, ~~2013~~subject ~~and~~to ~~December~~the 31“Beneficial Ownership Cap” (as defined in the 2014 Notes), ~~2012~~or ~~are~~upon the consummation of a “Fundamental Transaction” (as ~~follows:~~defined in the 2014 Notes).

	2013		2012
Audit fees*	$	13,500	$	13,500(1)
Audit related fees		0		0
Tax fees		1,500		1,500
All other fees		0		0
Total fees	$	15,000	$	15,000

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

*The ~~Includes~~aggregate fees billed ~~for~~by ~~professional services~~our ~~rendered~~principal ~~for~~accounting ~~the~~firm, ~~audit~~Liggett, ofVogt ~~our~~& ~~annual~~Webb ~~financial~~P.A ~~statements~~(“Liggett”) ~~and~~in the ~~review~~fiscal ofyears ~~financial~~ended ~~statements included in our report~~December on31, ~~Form~~2014 ~~10-Qs~~and orDecember ~~services~~31, ~~that~~2013 are ~~normally~~as ~~provided in connection with statutory and regulatory filings.~~follows:

(1) Includes $4,000 billed by Sherb & Co., LLP, who served as our independent accountants through October 22,2012, for professional services rendered for the review of financial statements included in our reports on Form 10-Q for the first quarter and second quarters of fiscal 2012.

	2014		2013
Audit fees*	$	13,500	$	13,500
Audit related fees		0		0
Tax fees		1,500		1,500
All other fees		0		0
Total fees	$	15,000	$	15,000

~~Pre~~* Includes fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our report on Form 10-~~Approval~~Qs ~~Policy~~or services that are normally provided in connection with statutory and regulatory filings.

WePre-Approval ~~do not currently have a standing audit committee. The above services were approved by our Board of Directors.~~Policy

~~PART~~We IVdo not currently have a standing audit committee. The above services were approved by our Board of Directors.

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.~~17

~~(a)~~PART ~~The following documents are filed as part of this Report:~~IV

1.Item ~~Financial Statements~~15. ~~The~~Exhibits ~~following financial statements~~ and ~~the~~Financial ~~report~~Statement ~~of our independent registered public accounting firm are filed herewith.~~Schedules

·(a) ~~Report~~The offollowing ~~Independent~~documents ~~Registered~~are ~~Public~~filed ~~Accounting~~as ~~Firm~~part of this Report:

·1. ~~Balance~~Financial ~~Sheets~~Statements. atThe ~~December~~following financial ~~31,~~statements ~~2013~~ and ~~2012~~the report of our independent registered public accounting firm are filed herewith.

· ~~Statements~~Report of ~~Operations~~Independent ~~for~~Registered ~~the~~Public ~~years~~Accounting ~~ended December 31, 2013 and 2012~~Firm

· ~~Statements~~Balance ofSheets ~~Changes~~at ~~in Shareholders’ Equity (Deficit) for the years ended~~ December 31, ~~2013~~2014 and ~~2012~~2013

· Statements of ~~Cash~~Operations ~~Flows~~ for the years ended December 31, ~~2013~~2014 and ~~2012~~2013

· ~~Notes~~Statements toof ~~Financial~~Changes ~~Statements~~in Shareholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013

2.· ~~Financial~~Statements ~~Statement~~of ~~Schedules.~~Cash Flows for the years ended December 31, 2014 and 2013

~~Schedules~~· ~~are~~Notes ~~omitted~~to ~~because~~Financial ~~the information required is not applicable or the required information is shown in the financial statements or notes thereto.~~Statements

3 2. ~~Exhibits~~Financial ~~Incorporated~~Statement ~~by Reference or Filed with this Report~~Schedules.

18Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

Exhibit No.	Description
3.1	Certificate of Designations, Rights and Preferences of Series A Preferred Stock $.001 Par Value(1)
3.2	Certificate of Incorporation (2)
3.3	Certificate of Amendment of the Certificate of Incorporation dated October 20, 1999 (2)
3.4	Certificate of Amendment of the Certificate of Incorporation dated April 1, 2001 (2)
3.5	By-Laws of the Company(3)
3.6	Certificate of Amendment of the Bylaws of the Company (3)
3.7	Certificate of Amendment of the Certificate of Incorporation dated October 11, 2006 (5)
4.1	Form of Common Stock Certificate(4)
10.1	Occupancy Agreement between 24Holdings and Kirk M. Warshaw, LLC (6)
10.2	Form of Stock Subscription Agreement, dated May 9, 2013, between the Company and each of Hudson Bay Master Fund Ltd. and Iroquois Master Fund Ltd.(7)
10.3	Amendment to the Common Stock Purchase Agreement, dated May 9, 2013, between the Company and Infinicom, AB (now known as Avalon Innovation AB)(7)
31.1	Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Chief Financial Officer Certification 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*

3. Exhibits Incorporated by Reference or Filed with this Report.

____________________________

Exhibit No.		Description
3.1		Certificate of Designations, Rights and Preferences of Series A Preferred Stock $.001 Par Value(1)
3.2		Certificate of Incorporation (2)
3.3		Certificate of Amendment of the Certificate of Incorporation dated October 20, 1999 (2)
3.4		Certificate of Amendment of the Certificate of Incorporation dated April 1, 2001 (2)
3.5		By-Laws of the Company(3)
3.6		Certificate of Amendment of the Bylaws of the Company (3)
3.7		Certificate of Amendment of the Certificate of Incorporation dated October 11, 2006 (5)
4.1		Form of Common Stock Certificate(4)
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 Iroquois Master Fund Ltd. (7)
4.3		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. (7)
10.1		Form of Stock Subscription Agreement, dated May 9, 2013, between the Company and each of Hudson Bay Master Fund Ltd. and Iroquois Master Fund Ltd.(6)
10.2		Amendment to the Common Stock Purchase Agreement, dated May 9, 2013, between the Company and Infinicom, AB (now known as Avalon Innovation AB)(6)
31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Chief Financial Officer Certification 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*

* Included herewith

~~(1)~~** ~~Previously~~Furnished, not filed, ~~as an Exhibit~~ in accordance ~~the~~with ~~Company’s~~Item ~~Current~~601(32)(ii) ~~Report~~of onRegulation ~~Form 8~~S-K~~, filed on October 6, 2005, and incorporated herein by reference~~.

(21) Previously filed as an Exhibit in the Company’s ~~Annual~~Current Report on Form 108-K, filed on ~~April~~October 136, ~~2001~~2005, and incorporated herein by reference.

(32) Previously filed as an Exhibit in the Company’s Annual Report on Form 10-K, filed on ~~February~~April 2113, 2001, and incorporated herein by reference.

(43) Previously filed as an Exhibit in the Company’s ~~Registration~~Annual ~~Statement~~Report on Form SB10-~~2 (Registration No. 333-15129)~~K, filed on ~~October~~February 3021, ~~1996~~2001, and incorporated herein by reference.

(54) Previously filed as an Exhibit in the Company’s ~~quarterly~~Registration ~~report~~Statement on Form 10SB-~~QSB~~2 ~~for~~(Registration ~~the~~No. ~~period~~333-15129), ~~ended~~filed ~~September~~on October 30, ~~2006,~~1996 and incorporated herein by ~~this~~ reference.

(65) Previously filed as an Exhibit in the Company’s ~~Annual~~quarterly ~~Report~~report on Form 10-K,QSB ~~filed~~for onthe ~~February~~period 23ended September 30, ~~2009~~2006, and incorporated herein by this reference.

(76) Previously filed as an Exhibit in the Company’s quarterly report on Form 10-Q for the period ended March 31, 2013, and incorporated herein by this reference.’

19(7) 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~~ 18

InSIGNATURES ~~accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

	24Holdings Inc.
Date: March 26, 2014
	By: /s/Arnold P. Kling
	Arnold P. Kling, President

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	24Holdings Inc.

Date: March 26, 2015

	By:	/s/ Arnold P. Kling
	Arnold P. Kling, President

Date: March 26, 2014
	By: /s/Arnold P. Kling
	Arnold P. Kling, President and Director
	(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 26, 2014
Date: March 26, 2015
	By: /s/Kirk M. Warshaw
	By:	/s/ Arnold P. Kling
	Kirk M. Warshaw, Chief Financial Officer and Director
	Arnold P. Kling, President and Director
	(Principal Financial and Accounting Officer)
	(Principal Executive Officer)
Date: March 26, 2015
	By:	/s/ Kirk M. Warshaw
	Kirk M. Warshaw, Chief Financial Officer and Director
	(Principal Financial and Accounting Officer)

2019

24Holdings Inc.

INDEX TO FINANCIAL STATEMENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
FINANCIAL STATEMENTS
Balance Sheets as of December 31, 2013 and 2012	F-3
Balance Sheets as of December 31, 2014 and 2013	F-3
Statements of Operations for the years ended December 31, 2013 and 2012	F-4
Statements of Operations for the years ended December 31, 2014 and 2013	F-4
Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2013 and 2012	F-5
Statements of Changes in Shareholders’ Equity (Deficit) for the years ended
Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-6
December 31, 2014 and 2013	F-5
NOTES TO FINANCIAL STATEMENTS	F-7 to F-14
Statements of Cash Flows for the years ended December 31, 2014 and 2013	F-6
NOTES TO FINANCIAL STATEMENTS	F-7 to F-16

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Directors

24Holdings Inc.

Florham Park, New Jersey

We have audited the accompanying balance sheets of 24Holdings Inc. as of December 31, ~~2013~~2014 and ~~2012~~2013, and the related statements of operations, shareholders’ equity (deficit), cash flows for each of the years then ended December 31, ~~2013~~2014 and ~~2012~~2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 24Holdings Inc. as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of its operations and its cash flows for each of the years then ended December 31, ~~2013~~2014 and ~~2012~~2013, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that 24Holdings Inc. will continue as a going concern. As more fully described in Note 2, the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Liggett, Vogt & Webb, P.A. Certified Public Accountants

	/s/ Liggett, Vogt & Webb, P.A.

	Certified Public Accountants

New York, NY

March 26, 2015

~~New York, NY~~F-2

~~March~~24HOLDINGS ~~18, 2014~~INC.

~~F-2~~BALANCE SHEETS

24HOLDINGS INC. BALANCE SHEETS
	December 31,
ASSETS	~~2013~~2014			~~2012~~2013
Cash	$	4775,~~165~~532		$	747,~~863~~165
Prepaid assets		45,~~667~~292			04,667
TOTAL CURRENT ASSETS	$	5180,~~832~~824		$	751,~~863~~832
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accrued expenses	$	109,~~565~~972		$	3310,~~303~~565
TOTAL CURRENT LIABILITIES		10,565			33,303
Convertible note payable – related party, net		71,695			0
TOTAL CURRENT LIABILITIES		81,667			10,565
COMMITMENTS AND CONTINGENCIES		0			0
SHAREHOLDERS’ EQUITY (DEFICIT):
Preferred stock; $0.001 par value, 5,000,000 authorized in 2013 and 2012 respectively, none issued		0			0
Preferred stock; $0.001 par value, 5,000,000 authorized in 2014 and 2013 respectively, none issued		0			0
Common stock, $.001 par value; 100,000,000 shares authorized, 2,071,644 and 1,244,902 shares issued and outstanding for 2013 and 2012, respectively		2,072			1,245
Common stock, $.001 par value; 100,000,000 shares authorized, 2,071,544 and 2,071,544 shares issued and outstanding for 2014 and 2013, respectively		2,072			2,072
Additional paid-in capital		1011,~~993~~048,481			10,~~833~~993,~~384~~481
Accumulated deficit		(1011,~~954~~051,~~286~~396	)		(10,~~860~~954,~~069~~286	)
Total shareholders' equity (deficit)		~~41,267~~(843	)		~~(25~~41,~~440~~267	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	5180,~~832~~824		$	751,~~863~~832

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

F-3

24HOLDINGS INC.
STATEMENTS OF OPERATIONS
	Year Ended
	December 31,
	2013			2012
Revenues	$	0		$	0
Expenses
General and administrative		117,280			36,559
Total operating expenses		117,280			36,559
Other income
Debt settlement		23,063			0
Total other income		23,063			0
Net loss before provision for income tax		(94,217	)		(36,559	)
Income taxes		0			0
Net loss	$	(94,217	)	$	(36,559	)
Basic and diluted loss per share	$	(0.05	)	$	(0.03	)
Weighted average number of common shares – basic and diluted		1,780,796			1,244,902

24HOLDINGS INC.

~~The~~STATEMENTS ~~accompanying~~OF ~~notes are an integral part of these financial statements.~~OPERATIONS

F-4

	Year Ended
	December 31,
	2014			2013
Revenues	$	0		$	0

Expenses
General and administrative		77,986			117,280
Interest expense		19,124			0
Total operating expenses		97,110			117,280

Other income
Debt settlement		0			23,063
Total other income		0			23,063
Net loss before provision for income tax		(97,110	)		(94,217	)
Income taxes		0			0
Net loss	$	(97,110	)	$	(94,217	)

Basic and diluted loss per share	$	(0.05	)	$	(0.05	)

Weighted average number of common shares – basic and diluted		2,071,544			1,780,796

24HOLDINGS INC
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2013 and 2012
														Total Shareholders'
	Preferred Stock				Common Stock				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2011		0		0		1,244,902		1,245		10,805,884		(10,823,510	)		(16,381	)
Capital Contribution		0		0		0		0		27,500		0			27,500
Net loss for year ended December 31, 2012		0		0		0		0		0		(36,559	)		(36,559	)
Balance at December 31, 2012		0		0		1,244,902		1,245		10,833,384		(10,860,069	)		(25,440	)
Proceeds from issuance of common stock		0		0		826,742		827		160,097		0			160,924
Net loss for year ended December 31, 2013		0		0		0		0		0		(94,217	)		(94,217	)
Balance at December 31, 2013		0	$	0		2,071,644	$	2,072	$	10,993,481	$	(10,954,286	)	$	41,267

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

~~The accompanying notes are an integral part of these financial statements.~~F-4

~~F-5~~24HOLDINGS INC

24 HOLDINGS INC.
STATEMENTS OF CASH FLOWS
	Year Ended
	December 31,			December 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(94,217	)	$	(36,559	)
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		(45,801	)		7,197
Prepaid assets		(4,667	)		0
NET CASH USED IN OPERATING ACTIVITIES		(94,698	)		(29,362	)
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 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		39,302			(1,862	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,863			9,725
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	47,165		$	7,863
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
Interest paid	$	0		$	0
Income taxes	$	0		$	0

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

~~The~~Years ~~accompanying~~Ended ~~notes~~December 31, ~~are~~2014 anand ~~integral part of these financial statements.~~2013

F-6

									Additional					Total Shareholders'
	Preferred Stock				Common Stock				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2012		0		0		1,244,902		1,245		10,833,384		(10,860,069	)		(25,440	)
Proceeds from issuance of common stock		0		0		826,642		827		160,097		0			160,924
Net loss for year ended December 31, 2013		0		0		0		0		0		(94,217	)		(94,217	)
Balance at December 31, 2013		0		0		2,071,544		2,072		10,993,481		(10,954,286	)		41,267
Beneficial Conversion Impact		0		0		0		0		55,000		0			55,000
Net loss for year ended December 31, 2014		0		0		0		0		0		(97,110	)		(97,110	)
Balance at December 31, 2014		0	$	0		2,071,544	$	2,072	$	11,048,481	$	(11,051,396	)	$	(843	)

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

~~NOTES TO FINANCIAL STATEMENTS~~F-5

~~YEARS~~24 ~~ENDED~~HOLDINGS ~~DECEMBER 31, 2013 and 2012~~INC.

~~NOTE~~STATEMENTS ~~1 - DESCRIPTION~~ OF ~~COMPANY:~~CASH FLOWS

We are a Delaware corporation formerly known as Scoop, Inc. In April 2001 Scoop, Inc. amended its Certificate of Incorporation to change its name to 24Holdings Inc. (“we”, “our”, “us”, “24Holdings” or the “Company”). 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, the Company 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 the outstanding stock of the Company 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 the Company's operations, were devoted to supplying business customers with computer and electronics products.

	Year Ended
	December 31,			December 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(97,110	)	$	(94,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based settlement		0			26,924
Debt forgiveness		0			23,063
Debt discount		16,695			0
Changes in operating assets and liabilities
Accrued expenses		(593	)		(45,801	)
Prepaid assets		(625	)		(4,667	)
NET CASH USED IN OPERATING ACTIVITIES		(81,633	)		(94,698	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		0			134,000
Issuance of convertible related party note		110,000			0
NET CASH PROVIDED BY FINANCING ACTIVITIES		110,000			134,000

NET INCREASE IN CASH AND CASH EQUIVALENTS		28,367			39,302

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		47,165			7,863
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	75,532		$	47,165

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

On October 23, 2006 (the “Effective Date”), the Company implemented a 1 for 125 reverse stock split (the “Reverse Split”) of its common stock par value $0.001 per share (the “Common Stock”). Pursuant to the Reverse Split, each 125 shares of Common Stock issued and outstanding as of the Effective Date was converted into one (1) share of Common Stock. The ~~Reverse~~accompanying ~~Split~~notes ~~also~~are ~~reduced~~an ~~the~~integral ~~number~~part of ~~shares~~these ~~of Common~~financial ~~Stock into which each share of our Series A Convertible Preferred Stock, par value $0~~statements.~~001 (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.~~

Since September 30, 2005, 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, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yetF-~~to-be identified operating company or business. We have no employees and no material assets.~~6

~~CHANGE~~24HOLDINGS OFINC.NOTES ~~OWNERSHIP~~TO ~~TRANSACTIONS~~FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, 2014 and 2013

OnNOTE ~~May~~1 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~~DESCRIPTION ~~all~~OF ~~outstanding and contingent liabilities we owed to Infinicom determined as of the closing date of the 24STORE Sale, which amounted to $603,830.~~COMPANY:

~~F-7~~We are a Delaware corporation formerly known as Scoop, Inc. In April 2001 Scoop, Inc. amended its Certificate of Incorporation to change its name to 24Holdings Inc. (“we”, “our”, “us”, “24Holdings” or the “Company”). 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, the Company 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 the outstanding stock of the Company 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 the Company's operations, were devoted to supplying business customers with computer and electronics products.

~~24HOLDINGS~~On ~~INC~~October 23, 2006 (the “Effective Date”), the Company implemented a 1 for 125 reverse stock split (the “Reverse Split”) of its common stock par value $0.001 per share (the “Common Stock”). Pursuant to the Reverse Split, each 125 shares of Common Stock issued and outstanding as of the Effective Date was converted into one (1) share of Common Stock. The Reverse Split also reduced the number of shares of Common Stock into which each share of our Series A Convertible Preferred Stock, par value $0.001 (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.

~~NOTES~~Since TOSeptember ~~FINANCIAL~~30, ~~STATEMENTS~~2005, 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, 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 operating company or business. We have no employees and no material assets.

~~YEARS~~CHANGE ~~ENDED~~OF ~~DECEMBER~~OWNERSHIP ~~31, 2013 and 2012~~TRANSACTIONS

~~NOTE~~On 1May -26, ~~DESCRIPTION~~2005, OFwe ~~COMPANY~~entered into a series of agreements with Infinicom in connection with our sale of all of the outstanding stock of 24STORE (~~continued~~the “24STORE Sale”): and separately, the assignment of all rights and title to certain trademarks and domain names (the “IP Assets”) that we held (the “IP Assignment”). Pursuant to the terms of the 24STORE Sale, Infinicom paid us $100,000 for our 24STORE shares and pursuant to the IP Assignment, we paid for the IP Assets through a set-off against all outstanding and contingent liabilities we owed to Infinicom determined as of the closing date of the 24STORE Sale, which amounted to $603,830.

On May 26, 2005, we also entered into a Preferred Stock Purchase Agreement with Infinicom (the “Preferred Stock Agreement”) pursuant to which we sold to Infinicom 344,595 shares of Preferred Stock in exchange for the discharge of $230,879 of outstanding debt owed to Infinicom. Each share of the Preferred Stock is convertible into 0.8 shares of our Common Stock at the holder’s option.F-7

On24HOLDINGS May 26, 2005, Infinicom, 24Holdings, Moyo Partners, LLC (“Moyo”) and R&R Biotech Partners, LLC (“R&R”, and together with Moyo, the “Purchasers”) entered into a Common Stock Purchase Agreement (the “Infinicom Sale Agreement”) pursuant to which, Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares of Common Stock (which included shares issuable upon conversion of the Preferred Stock) which represented approximately 83INC.6%NOTES ofTO ~~the~~FINANCIAL ~~then~~STATEMENTSYEARS ~~issued~~ENDED ~~and~~DECEMBER ~~outstanding shares of Common Stock (the “Infinicom Sale”). In return~~31, ~~the~~2014 ~~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.2013

OnNOTE ~~September~~1 ~~30,~~- ~~2005,~~DESCRIPTION ~~24Holdings~~OF ~~and~~COMPANY 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.(continued):

~~Effective~~On ~~September~~May 3026, 2005, ~~Infinicom~~we ~~completed~~also ~~the~~entered ~~sale~~into ~~to the~~a ~~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~~Purchase ~~then~~Agreement ~~issued~~with ~~and~~Infinicom ~~outstanding Common Stock~~ (~~assuming~~ the ~~conversion of the~~ “Preferred Stock ~~into 275,676 shares of Common Stock~~Agreement”)~~. As~~ apursuant ~~result,~~to ~~the~~which ~~Purchasers~~we ~~acquired~~sold ~~control~~to ~~of 24Holdings from~~ Infinicom, ~~with R&R beneficially owning 698~~344,~~696~~595 shares of ~~Common~~ ~~Stock (assuming the conversion by R&R of 275,676 shares of~~ Preferred Stock ~~into~~in ~~220,541~~exchange ~~shares~~for ~~of Common Stock) constituting 66.9% of~~ the ~~then~~discharge ~~issued and outstanding shares~~ of ~~Common Stock~~$230,879 ~~and~~of ~~Moyo~~outstanding indebt ~~the~~owed ~~aggregate~~to ~~beneficially~~Infinicom. ~~owning~~Each ~~174,674~~share ~~shares~~ of ~~Common~~ ~~Stock (assuming~~ the ~~conversion by Moyo of 68,919 shares of~~ Preferred Stock is convertible into ~~55,135~~0.8 shares of our Common Stock) ~~constituting 16.7%~~at of the ~~then~~holder’s ~~issued and outstanding shares of Common Stock~~option.

FOn May 26, 2005, Infinicom, 24Holdings, Moyo Partners, LLC (“Moyo”) and R&R Biotech Partners, LLC (“R&R”, and together with Moyo, the “Purchasers”) entered into a Common Stock Purchase Agreement (the “Infinicom Sale Agreement”) pursuant to which, Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares of Common Stock (which included shares issuable upon conversion of the Preferred Stock) which represented approximately 83.6% of the then issued and outstanding shares of Common Stock (the “Infinicom Sale”). In return, the Purchasers (i) paid to Infinicom $500,000 in cash, and (ii) agreed that upon the occurrence of one of several post-8closing 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.

~~24HOLDINGS~~On ~~INC~~September 30, 2005, 24Holdings and Infinicom completed the transactions contemplated in the 24STORE Sale, the IP Assignment and the Preferred Stock Agreement as described above. Infinicom forgave the $603,830 of debt 24Holdings owed to them in consideration of the IP Assignment.

~~NOTES~~Effective TOSeptember ~~FINANCIAL~~30, ~~STATEMENTS~~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.

~~YEARS~~Effective ~~ENDED~~September ~~DECEMBER~~30, 312005 Urban von Euler resigned as our president and a director but remained our chief executive officer. Also, ~~2013~~effective September 30, 2005, Larsake Sandin resigned as a director and ~~2012~~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.

~~NOTE~~On 1November -25, ~~DESCRIPTION~~2005, OFthe ~~COMPANY~~Infinicom ~~(continued):~~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 or more than $600,000 at the time such shares are required to be issued to Infinicom.

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 10F-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.8

On24HOLDINGS ~~November~~INC.NOTES ~~25,~~TO ~~2005,~~FINANCIAL ~~the~~STATEMENTSYEARS ~~Infinicom~~ENDED ~~Sale~~DECEMBER ~~Agreement was amended to provide~~31, ~~among~~2014 ~~other~~and ~~criteria, that the fair market value of the Infinicom Additional Shares would be no less than $400,000 or more than $600,000 at the time such shares are required to be issued to Infinicom.~~2013

OnNOTE ~~February~~ 1, ~~2006,~~- aDESCRIPTION ~~total~~OF ofCOMPANY 250,000 shares of Preferred Stock were authorized for issuance to two individuals who provided services to the Company. On May 12, 2006, we issued 150,000 and 100,000 shares of the Preferred Stock to Arnold P. Kling and Kirk M. Warshaw for their services as the Company's president and chief financial officer, respectively. Each share of Preferred Stock is immediately convertible, at the holder's option, into 0.8 shares of Common Stock. Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services were valued at $7,500.(continued):

AsOn aFebruary ~~result~~1, of2006, ~~the~~a ~~Reverse~~total ~~Split~~of we250,000 ~~had adequate~~ shares of ~~Common~~Preferred Stock towere ~~facilitate~~authorized ~~the~~for ~~conversion~~issuance ofto ~~all~~two ~~the~~individuals ~~issued~~who ~~and~~provided ~~outstanding~~services ~~shares~~to ofthe ~~Preferred Stock~~Company. ~~Prior~~On toMay ~~the~~12, ~~Reverse Split~~2006, ~~because~~we issued 150,000 ~~the~~and ~~conversion~~100,000 ~~terms~~shares of the Preferred Stock ~~would~~to ~~have~~Arnold ~~required~~P. ~~more~~Kling ~~shares~~and ofKirk ~~Common~~M. ~~Stock~~Warshaw tofor betheir ~~issued~~services ~~than~~as ~~were~~the ~~authorized~~Company's ~~and~~president ~~available~~and ~~for~~chief ~~issuance,~~financial ~~$249~~officer,~~628~~ ofrespectively. ~~indebtedness~~Each ~~had~~share ~~been~~of ~~recorded~~Preferred onStock ~~our~~is ~~balance~~immediately ~~sheet~~convertible, asat athe ~~long~~holder's ~~term~~option, ~~liability~~into 0.8 Asshares aof ~~result~~Common ~~of the~~Stock. ~~Reverse~~Mr. ~~Split~~Kling's ~~this~~services ~~amount~~were ~~was~~valued ~~reclassified~~at $11,250 ~~pursuant~~and toMr. ~~the~~Warshaw's ~~accounting~~services ~~guidance,~~were asvalued ~~preferred~~at ~~equity~~$7,500.

OnAs ~~November~~a ~~29,~~result ~~2006,~~of the ~~holders~~Reverse Split we had adequate shares of Common Stock to facilitate the conversion of all the issued and outstanding shares of Preferred Stock. ~~elected~~Prior to ~~convert~~the ~~all~~Reverse Split, because the conversion terms of ~~their~~the Preferred Stock ~~into~~would have required more shares of Common Stock to be issued than were authorized and available for issuance, $249,628 of indebtedness had been recorded on our balance sheet as a long term liability. As a result, of the ~~594,595 shares~~Reverse ofSplit ~~Preferred~~this ~~Stock~~amount ~~outstanding~~was ~~were~~reclassified, ~~exchanged~~pursuant ~~for~~to ~~475,676~~the ~~shares~~accounting ofguidance, ~~Common~~as ~~Stock~~preferred equity.

On ~~May~~November 929, ~~2013~~2006, ~~we entered into an amendment to~~ the ~~Infinicom~~holders ~~Sale~~of ~~Agreement~~all (the ~~“Amendment”)~~issued ~~pursuant~~and tooutstanding shares ~~which~~of ~~Infinicom’s~~Preferred ~~rights~~Stock elected to ~~the~~convert ~~Infinicom~~all ~~Additional Shares~~of ~~was~~their ~~converted~~Preferred Stock into ~~138,322~~ shares of Common Stock. WeAs ~~recognized~~a ~~non-cash~~result, ~~expense~~the 594,595 shares of ~~$26~~Preferred Stock outstanding were exchanged for 475,~~924~~676 ~~associated~~shares ~~with~~of ~~this~~Common ~~conversion~~Stock.

On May 9, 2013, we ~~raised~~entered ~~total~~into ~~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~~amendment ~~shares were sold~~ to ~~Hudson~~the ~~Bay~~Infinicom ~~Master~~Sale ~~Fund~~Agreement ~~Ltd.~~ (~~“Hudson”) and~~ the ~~other 344,210 shares were sold to Iroquois Master Fund Ltd. (~~“~~Iroquois~~Amendment”). ~~The~~pursuant ~~sale~~ to ~~Hudson~~which ~~and~~Infinicom’s ~~Iroquois~~rights ~~was~~to ~~exempt from~~ the ~~registration~~Infinicom ~~requirements~~Additional Shares ofwas ~~the~~converted ~~Securities Act~~into ~~of 1933~~138,222 asshares ~~amended~~of ~~(the~~Common ~~“Act”)~~Stock. ~~pursuant~~We torecognized ~~Sections~~non-cash ~~4(a)(2)~~expense ~~and~~of ~~4(a)(5)~~$26,924 ofassociated ~~the~~with ~~Act~~this conversion.

~~Prior~~On to May 9, 2013, ~~each~~we ofraised ~~Hudson~~total ~~and~~gross proceeds ~~Iroquois~~of ~~acquired~~$134,000 ~~349~~from the sale of an aggregate of 688,~~348~~420 shares of Common Stock at a ~~purchase~~ price of $~~68,000, or $~~0.~~194648~~1946488 per share. 344,210 ~~from~~of ~~the Chapter 7 Trustee~~these ofshares ~~the~~were ~~Estates~~sold ofto ~~Rodman~~Hudson &Bay ~~Renshaw,~~Master ~~LLC~~Fund Ltd. (“~~Rodman~~Hudson”), ~~Direct~~and ~~Markets,~~the ~~Inc.~~other 344,210 ~~and~~shares ~~Direct~~were ~~Markets~~sold ~~Holdings,~~to ~~Corp.~~Iroquois inMaster ~~Chapter~~Fund 7Ltd. ~~bankruptcy~~(“Iroquois”). ~~proceedings~~The ~~pending~~sale into ~~the~~Hudson ~~United~~and ~~States~~Iroquois ~~Bankruptcy~~was ~~Court~~exempt ~~for~~from the ~~Southern~~registration ~~District~~requirements of ~~New~~the ~~York~~Securities Act ~~(Cases~~of ~~No. 13-10087~~1933, ~~13-10088~~as ~~and~~amended ~~13-10089). These shares were all~~ (the ~~shares~~“Act”) ofpursuant ~~Common~~to ~~Stock~~Sections ~~beneficially~~4(a)(2) ~~owned~~and by4(a)(5) ~~R&R, an affiliate~~ of ~~Rodman~~the Act.

F-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 (“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.

~~24HOLDINGS~~On ~~INC~~July 24, 2014, we issued convertible promissory notes (the “2014 Notes”) in the principal amount of $55,000 to each of Iroquois and Hudson (an aggregate of $110,000). The 2014 Notes have a maturity date of December 31, 2015 and bear 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) into shares of the Company’s 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 have been utilized by the Company to fund working capital needs.

~~NOTES TO FINANCIAL STATEMENTS~~F-9

~~YEARS~~24HOLDINGS INC.NOTES TO FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, ~~2013~~2014 and ~~2012~~2013

NOTE 1 - DESCRIPTION OF COMPANY (continued):

As of December 31, ~~2013~~2014, 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~~544 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.

~~During~~THE ~~the~~COMPANY ~~year ended December 31, 2012, R&R Biotech Partners, LLC made a $27,500 capital contribution to the Company.~~TODAY

~~THE~~Since ~~COMPANY~~September ~~TODAY~~30, 2005, 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, 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 operating company or business. We have no employees and no material assets.

~~Since~~NOTE ~~September~~2 30, 2005, 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, 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~~SUMMARY ~~operating~~OF ~~company~~SIGNIFICANT orACCOUNTING ~~business. We have no employees and no material assets.~~POLICIES:

~~NOTE~~The 2Company's -accounting ~~SUMMARY~~policies OFare ~~SIGNIFICANT~~in ~~ACCOUNTING~~accordance ~~POLICIES:~~with accounting principles generally accepted in the United States of America. Outlined below are those policies considered particularly significant.

~~The~~(a) ~~Company's~~Going ~~accounting policies are in accordance with accounting principles generally accepted in the United States of America. Outlined below are those policies considered particularly significant.~~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~~going ~~Concern~~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.

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 yetF-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.10

~~Since~~24HOLDINGS ~~inception, the Company has incurred an accumulated deficit of $10,954,286 through December 31, 2013~~INC.NOTES ~~For~~TO ~~the~~FINANCIAL ~~years~~STATEMENTSYEARS ~~ended~~ENDED ~~December~~DECEMBER 31, ~~2013~~2014 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,2013

FNOTE 2 -10 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

~~24HOLDINGS~~Since ~~INC~~inception, the Company has incurred an accumulated deficit of $11,051,396 through December 31, 2014. For the years ended December 31, 2014 and 2013, the Company had net losses of $97,110 and $94,217, 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.

~~NOTES~~(b) TOUse ~~FINANCIAL~~of ~~STATEMENTS~~Estimates:

~~YEARS~~In ~~ENDED~~preparing ~~DECEMBER~~financial 31statements in accordance with accounting principles generally accepted in the United States of America, ~~2013~~management makes certain estimates and assumptions, ~~2012~~where applicable, that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates, management does not expect such variances, if any, to have a material effect on the financial statements.

~~NOTE~~(c) 2Statements -of ~~SUMMARY~~Cash ~~OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~Flows:

~~substantial~~For ~~amounts~~purposes inof ~~connection~~the ~~with~~statements ~~executing~~of ~~its~~cash flows the ~~business~~Company ~~strategy.~~considers ~~These~~all ~~conditions~~highly ~~raise~~liquid ~~substantial~~investments ~~doubt~~purchased ~~about~~with ~~the~~a ~~Company's~~remaining ~~ability~~maturity toof ~~continue~~three asmonths aor ~~going~~less ~~concern~~to be cash equivalents.

(bd) ~~Use~~Earnings of(Loss) ~~Estimates~~Per Share:

InBasic ~~preparing~~earnings ~~financial~~(loss) ~~statements~~per inshare ~~accordance~~has ~~with~~been computed ~~accounting~~on ~~principles~~the ~~generally~~basis ~~accepted~~of in the ~~United~~weighted ~~States~~average number of ~~America,~~common ~~management~~shares ~~makes~~outstanding ~~certain~~during ~~estimates~~each ~~and~~period ~~assumptions,~~presented ~~where~~according to the the Financial ~~applicable,~~Accounting Standards Board’s (FASB) guidance for "EARNINGS PER SHARE". Diluted earnings (loss) per share reflects the potential dilution that ~~affect~~could occur if options or other contracts to issue shares of common stock were exercised or converted to common stock as long as the ~~reported~~effect ~~amounts~~of their inclusion is not anti-dilutive. We currently have no options or contracts to issue shares of ~~assets~~common ~~and~~stock ~~liabilities~~outstanding.

~~and~~(e) ~~disclosures~~Income of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates, management does not expect such variances, if any, to have a material effect on the financial statements.Taxes:

~~(c)~~The ~~Statements~~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 ~~Cash~~existing assets ~~Flows:~~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.

~~For purposes of the statements of cash flows the Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.~~F-11

~~(d)~~24HOLDINGS ~~Earnings~~INC.NOTES ~~(Loss)~~TO ~~Per~~FINANCIAL ~~Share:~~STATEMENTSYEARS ENDED DECEMBER 31, 2014 and 2013

~~Basic~~NOTE ~~earnings~~2 ~~(loss)~~- ~~per~~SUMMARY ~~share~~OF ~~has~~SIGNIFICANT ~~been~~ACCOUNTING ~~computed on~~POLICIES ~~the basis of the weighted average number of common shares outstanding during each period presented according to the the Financial Accounting Standards Board’s~~ (~~FASB~~continued) guidance for "EARNINGS PER SHARE". Diluted earnings (loss) per share reflects the potential dilution that could occur if options or other contracts to issue shares of common stock were exercised or converted to common stock as long as the effect of their inclusion is not anti-dilutive. We currently have no options or contracts to issue shares of common stock outstanding.:

(ef) ~~Income~~Financial ~~Taxes:~~Instruments

The ~~asset~~estimated ~~and~~fair ~~liability~~values ~~method~~of isall ~~used~~reported inassets ~~accounting~~and ~~for~~liabilities ~~income~~which ~~taxes.~~represent ~~Under~~financial ~~this method~~instruments, ~~deferred~~none ~~tax~~of ~~assets~~which ~~and liabilities~~ are ~~recognized~~held for ~~operating~~trading ~~loss~~purposes, ~~and~~approximate ~~tax~~their ~~credit~~carrying ~~carry~~value ~~forwards~~because ~~and~~of ~~for~~ the ~~future~~short ~~tax~~term ~~consequences~~maturity ~~attributable~~of tothese ~~differences~~instruments ~~between~~or the ~~financial~~stated ~~statement~~interest ~~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~~indicative ~~to be recovered or settled. The effect on deferred tax assets and liabilities~~ of amarket ~~change~~interest ~~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.~~

(fg) ~~Financial~~Equity ~~Instruments~~Based Compensation

The ~~estimated~~accounting ~~fair~~guidance ~~values~~for of“Share ~~all~~Based ~~reported assets and~~Payments” ~~liabilities~~requires ~~which~~the ~~represent~~recognition ~~financial instruments, none~~ of ~~which~~the ~~are~~fair ~~held for trading purposes, approximate their carrying~~ value ~~because~~ of ~~the~~employee ~~short~~stock ~~term~~options ~~maturity~~and ofsimilar ~~these~~awards ~~instruments~~and orapplies ~~the~~to ~~stated~~all ~~interest~~outstanding ~~rates~~and ~~are~~vested stock-based ~~indicative of market interest rates~~awards.

~~(g)~~In ~~Equity~~computing ~~Based~~the ~~Compensation~~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 the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company 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 the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates 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 the Company was more than two years ago and such shares were fully vested upon issuance, hence an expense was recorded at that time.

~~The~~(h) ~~accounting~~New ~~guidance~~Accounting ~~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.~~Pronouncements

FIn June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-1112, “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.

~~24HOLDINGS~~Entities ~~INC~~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.

~~NOTES TO FINANCIAL STATEMENTS~~F-12

~~YEARS~~24HOLDINGS INC.NOTES TO FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, ~~2013~~2014 and ~~2012~~2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

In ~~computing~~August ~~the impact~~2014, the ~~fair~~FASB ~~value~~issued ofAccounting ~~each option~~Standards isUpdate ~~estimated~~“ASU” 2014-15 on ~~the~~“Presentation ~~date~~ of ~~grant~~Financial ~~based~~Statements onGoing ~~the~~Concern ~~Black-Scholes~~(Subtopic ~~options~~205-~~pricing~~40) ~~model~~– ~~utilizing~~Disclosure of ~~certain~~Uncertainties ~~assumptions~~about ~~for~~an aEntity’s ~~risk~~Ability ~~free interest~~to ~~rate;~~Continue ~~volatility;~~as ~~and~~a ~~expected~~Going ~~remaining~~Concern”. ~~lives~~Currently, ofthere ~~the~~is ~~awards~~no guidance in U.S. GAAP ~~The~~about ~~assumptions~~management’s ~~used~~responsibility into ~~calculating~~evaluate ~~the~~whether ~~fair~~there ~~value~~is ofsubstantial ~~share-based payment~~doubt ~~awards~~about ~~represent~~an ~~management~~entity’s ~~best~~ability ~~estimates,~~to continue ~~but~~as ~~these~~a ~~estimates~~going ~~involve~~concern ~~inherent~~or ~~uncertainties~~to ~~and~~provide ~~the~~related ~~application of~~footnote ~~management judgment~~disclosures. AsThe aamendments ~~result,~~in ifthis ~~factors~~Update ~~change~~provide ~~and~~that ~~the~~guidance. ~~Company~~In doing ~~uses different assumptions~~so, the ~~Company’s~~amendments ~~stock-based compensation~~are ~~expense~~intended ~~could~~to bereduce ~~materially~~diversity ~~different~~ in the ~~future.~~timing Inand ~~addition,~~content ~~the~~of ~~Company~~footnote isdisclosures. ~~required~~The toamendments ~~estimate the expected~~require ~~forfeiture~~management ~~rate~~to ~~and~~assess ~~only~~an ~~recognize~~entity’s ~~expense~~ability ~~for~~to ~~those~~continue ~~shares~~as ~~expected~~a togoing ~~vest.~~concern Inby ~~estimating~~incorporating ~~the~~and ~~Company’s~~expanding ~~forfeiture~~upon ~~rate,~~certain principles ~~the~~that ~~Company~~are ~~analyzed~~currently ~~its~~in ~~historical~~U.S. ~~forfeiture~~auditing ~~rate~~standards. Specifically, the ~~remaining~~amendments ~~lives~~(1) provide a definition of ~~unvested~~the ~~options~~term substantial doubt, (2) ~~and~~require ~~the~~an ~~amount~~evaluation ofevery ~~vested~~reporting ~~options as~~period aincluding ~~percentage~~interim ofperiods, ~~total~~(3) ~~options~~provide ~~outstanding.~~principles Iffor considering the ~~Company~~mitigating effect of management’s ~~actual~~plans, ~~forfeiture~~(4) ~~rate~~require certain disclosures when substantial doubt is ~~materially~~alleviated ~~different~~as ~~from~~a ~~its~~result ~~estimate,~~of consideration orof ifmanagement’s ~~the~~plans, ~~Company~~(5) ~~reevaluates~~require ~~the~~an ~~forfeiture~~express ~~rate~~statement inand ~~the~~other ~~future~~disclosures when substantial doubt is not alleviated, ~~the~~and (6) ~~stock-based~~require ~~compensation~~an ~~expense~~assessment ~~could~~for bea ~~significantly~~period ~~different from~~of ~~what~~one weyear ~~have~~after ~~recorded~~the indate that the ~~current~~financial ~~period.~~statements ~~The~~are ~~last~~issued ~~equity~~(or ~~based~~available ~~compensation~~to be issued). byThe ~~the~~amendments ~~Company~~in ~~was~~this ~~more~~update ~~than~~are ~~two~~effective ~~years ago~~for public and ~~such~~nonpublic ~~shares~~entities ~~were~~for ~~fully~~annual ~~vested~~periods ~~upon~~ending ~~issuance~~after December 15, ~~hence~~2016. anEarly ~~expense~~adoption ~~was~~is ~~recorded at that time~~permitted.

~~(h)~~Management ~~New~~does ~~Accounting~~not ~~Pronouncements~~believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

~~All~~NOTE ~~new~~3 ~~accounting~~- ~~pronouncements~~SHAREHOLDERS' ~~issued~~EQUITY but not yet effective have been reviewed and determined to be not applicable. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material impact on the financial position of the Company.(DEFICIT):

~~NOTE~~On 3the -Effective ~~SHAREHOLDERS'~~Date, ~~EQUITY~~the Company implemented the Reverse Split of its Common Stock. Pursuant to the Reverse Split, each 125 shares of Common Stock issued and outstanding as of the Effective Date were converted into one (~~DEFICIT~~1): share of Common Stock. The Reverse Split also reduced the number of shares of Common Stock into which each share of 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.

On ~~the~~September ~~Effective~~30, ~~Date~~2005, ~~the~~Moyo ~~Company~~Partners, ~~implemented~~LLC ~~the~~and ~~Reverse Split~~R&R ofBiotech ~~its~~Partners, ~~Common~~LLC ~~Stock.~~purchased ~~Pursuant~~597,693 toshares ~~the~~of ~~Reverse~~Common ~~Split,~~Stock ~~each~~and ~~125~~344,595 shares of ~~Common~~Preferred Stock ~~issued~~from ~~and~~Infinicom, ~~outstanding~~AB asin exchange offor ~~the~~aggregate ~~Effective Date~~gross ~~were~~proceeds ~~converted~~of ~~into~~$500,000 ~~one~~and (1)% ~~share~~of our outstanding shares following the occurrence of ~~Common~~one ~~Stock~~of several possible post-closing corporate events. The ~~Reverse~~Common ~~Split~~Stock ~~also~~acquired ~~reduced~~represented ~~the~~77.7% ~~number~~ of the shares of Common Stock ~~into~~then ~~which~~outstanding ~~each~~and ~~share~~together with the shares of Preferred Stock ~~could~~constituted be83.6% ~~converted~~in ~~from~~the ~~100~~aggregate ~~shares~~of tothe ~~0.8~~Company’s ~~shares.~~then issued ~~All~~and ~~per~~outstanding ~~share~~Common ~~data~~Stock ~~herein~~(assuming ~~has~~conversion ~~been~~of ~~retroactively restated~~the toPreferred ~~reflect~~Stock ~~the~~into ~~Reverse~~275,676 ~~Split~~shares of Common Stock).

On September 30, 2005, Moyo Partners, LLC and R&R Biotech Partners, LLC purchased 597,693 shares of Common Stock and 344,595 shares of Preferred Stock from Infinicom, AB in exchange for aggregate gross proceeds of $500,000 and 1% of our outstanding shares following the occurrence of one of several possible postF-closing corporate events. The Common Stock acquired represented 77.7% of the shares of Common Stock then outstanding and together with the shares of Preferred Stock constituted 83.6% in the aggregate of the Company’s then issued and outstanding Common Stock (assuming conversion of the Preferred Stock into 275,676 shares of Common Stock).13

On24HOLDINGS ~~February 1, 2006, a total of 250,000 shares of Preferred Stock were authorized for issuance to two individuals who provided services to the Company~~INC.NOTES OnTO ~~May~~FINANCIAL ~~12,~~STATEMENTSYEARS ~~2006,~~ENDED ~~the~~DECEMBER ~~Company filed a Certificate of Amendment to the Certificate of Designation for the Preferred Stock with the Secretary of State of the State of Delaware~~31, ~~increasing~~2014 ~~the number of shares designated as Preferred Stock from 500,000 to 600,000 shares. As a result of this filing, the Company issued 150,000~~ and 100,000 shares of the Preferred Stock to Arnold Kling and Kirk Warshaw for their services as the Company's President and Chief Financial Officer, respectively. Each share of Preferred Stock was convertible, at the holder's option, into 0.8 share of Common Stock. Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services were valued at $7,500.2013

FNOTE 3 -12 SHAREHOLDERS' EQUITY (DEFICIT) (continued):

~~24HOLDINGS~~On ~~INC~~February 1, 2006, a total of 250,000 shares of Preferred Stock were authorized for issuance to two individuals who provided services to the Company. On May 12, 2006, the Company 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, the Company issued 150,000 and 100,000 shares of the Preferred Stock to Arnold Kling and Kirk Warshaw for their services as the Company's President and Chief Financial Officer, respectively. Each share of Preferred Stock was convertible, at the holder's option, into 0.8 share of Common Stock. Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services were valued at $7,500.

~~NOTES~~On TONovember ~~FINANCIAL~~29, ~~STATEMENTS~~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.

~~YEARS~~On ~~ENDED~~May ~~DECEMBER 31~~9, 2013, ~~and~~we ~~2012~~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 138,222 shares of Common Stock. We recognized non-cash expense of $26,924 associated with this conversion.

~~NOTE~~On 3May -9, ~~SHAREHOLDERS'~~2013, ~~EQUITY~~we 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 and the other 344,210 shares were sold to Iroquois. The sale to Hudson and Iroquois was exempt from the registration requirements of the Securities Act of 1933, as amended (~~DEFICIT~~the “Act”) pursuant to Sections 4(~~continued~~a):(2) and 4(a)(5) of the Act.

OnPrior ~~November~~to 29May 9, ~~2006~~2013, ~~the~~each ~~holders~~ of ~~all~~Hudson ~~the issued~~ and ~~outstanding~~Iroquois acquired 349,348 shares of ~~Preferred~~Common Stock ~~elected~~at toa ~~convert~~purchase ~~all~~price of ~~their~~$68,000, ~~Preferred~~or ~~Stock~~$0.194648 ~~into~~per ~~shares~~share, from the Chapter 7 Trustee of ~~Common~~the ~~Stock.~~Estates of AsRodman a& ~~result~~Renshaw, ~~the~~LLC ~~594~~(“Rodman”),~~595~~ Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy ~~shares~~proceedings ofpending ~~Preferred~~in ~~Stock~~the ~~outstanding~~United ~~were~~States ~~exchanged~~Bankruptcy Court for ~~475~~the Southern District of New York (Cases No. 13-10087,~~676~~ 13-10088 and 13-10089). These shares were all the shares of Common Stock beneficially owned by R&R, an affiliate of Rodman.

As of December 31, ~~2013~~2014, 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~~544 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 May 9, 2013, we 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. We recognized nonF-~~cash expense of $26,924 associated with this conversion.~~14

On24HOLDINGS ~~May 9, 2013, we 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~~INC.~~1946488~~NOTES ~~per~~TO ~~share.~~FINANCIAL ~~344,210~~STATEMENTSYEARS ofENDED ~~these shares~~DECEMBER ~~were sold to Hudson Bay Master Fund Ltd. (“Hudson”) and the other 344~~31,~~210~~ ~~shares~~2014 ~~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.~~2013

~~Prior~~NOTE to4 ~~May~~– 9,NOTE ~~2013,~~PAYABLE ~~each~~– ofRELATED 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.PARTY:

~~During~~On ~~fiscal~~July ~~year~~24, ~~2012~~2014, we issued convertible promissory notes (the ~~majority~~“2014 ~~stockholder~~Notes”) ~~contributed~~in the principal amount of $55,000 to each of Iroquois Master Fund Ltd and Hudson Bay Master Fund Ltd. (an ~~additional~~aggregate of $27110,~~500~~000). The 2014 Notes have a maturity date of December 31, 2015 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the 2014 Notes are convertible at $0.50 per share, into shares of our common stock at the option of the holder, subject to various capital transactions or ownership amounts. The proceeds of the ~~Company~~2014 Notes have been, and will continue to be, utilized by us to fund working capital needs. We have valued the beneficial conversion features of this note to be $55,000, which will be amortized ratably over the term of these two notes. The unamortized portion of the debt discount as of December 31, 2014 was $38,305.

NOTE 4 - INCOME TAXES:

NOTE 5 - INCOME TAXES:
	December 31
	2014			2013
Deferred tax assets and liabilities consist of the following:

Deferred tax assets:
Net operating loss carry forwards	$	485,000		$	448,000

Less valuation allowance		(485,000	)		(448,000	)
	$	-		$	-

	December 31
	2013			2012
Deferred tax assets and liabilities consist of the following:
Deferred tax assets:
Net operating loss carry forwards	$	448,000		$	422,000
Less valuation allowance		(448,000	)		(422,000	)
	$	-		$	-

The provision for income taxes differs from the amount computed by applying the US statutory income tax rate as follows:

	December 31,
	2014			2013
Provision for expected federal statutory rate		(35	%)		(35	%)
State income tax, net		(3	%)		(3	%)
Loss for which no benefit is available or a valuation allowance has been recorded		38	%		38	%

~~F-13~~At December 31, 2014, the Company had approximately $1,276,000 of net operating loss carry forwards (“NOL’s”) available which expires in various years beginning in 2034. The deferred tax asset and related valuation increased by $37,000 during 2014. The utilization of the net operating loss carryforward has been limited as to its use pursuant to the Internal Revenue Code Section 382 due to the recent change in ownership of the Company. The benefits of these NOL’s may be reduced in the future if the Company is successful in establishing a new business. The Company's federal and state income tax returns for the years 2010 through 2014 remain open for audit by applicable regulatory authority.

~~24HOLDINGS INC.~~F-15

24HOLDINGS INC.NOTES TO FINANCIAL ~~STATEMENTS~~STATEMENTSYEARS ENDED DECEMBER 31, 2014 and 2013

~~YEARS~~NOTE ~~ENDED~~6 ~~DECEMBER~~– ~~31,~~COMMITMENTS ~~2013~~AND ~~and 2012~~CONTINGENCIES

~~NOTE~~Effective 4from -January ~~INCOME~~1, ~~TAXES~~2009 ~~(continued):~~to December 31, 2013, the Company operated from the offices of Kirk M Warshaw, LLC an affiliate of Kirk M Warshaw its CFO and director for $500 a quarter. The Company recorded rent expense of $2,000 for the year ended December 31, 2013.

	December 31,
	2013		2012
Provision for expected federal statutory rate		(35%)		(35%)
State income tax, net		(3%)		(3%)
Loss for which no benefit is available or a valuation allowance has been recorded		38%		38%
		--%		--%

In 2014 the Company relocated and now occupies offices on a month to month basis. Rent expense for the year ended December 31, 2014 was $2,400.

AtNOTE ~~December~~7 ~~31,~~– ~~2013,~~SUBSEQUENT the Company had approximately $1,179,000 of net operating loss carry forwards (“NOL’s”) available which expires in various years beginning in 2033. The deferred tax asset and related valuation increased by $26,000 during 2013. The utilization of the net operating loss carryforward has been limited as to its use pursuant to the Internal Revenue Code Section 382 due to the recent change in ownership of the Company. The benefits of these NOL’s may be reduced in the future if the Company is successful in establishing a new business. The Company's federal and state income tax returns for the years 2009 through 2013 remain open for audit by applicable regulatory authority.EVENTS

~~NOTE~~The 5Company –has ~~COMMITMENTS~~evaluated ~~AND~~subsequent ~~CONTINGENCIES~~events and has determined that there were no other subsequent events to recognize or disclose in these financial statements.

Effective January 1, 2009, the Company operates from the offices of its CFO and director for $500 a quarter. The Company has recorded rent expense of $2,000 and $2,000 for the years ended December 31, 2013 and 2012, respectively.F-16

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements.

F-14

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