Form 4 Abbe Richard

4 - Statement of changes in beneficial ownership of securities

Published: 2013-05-14 18:50:59
Submitted: 2013-05-14
Period Ending In: 2013-05-09
c538678_4x0.html MAIN DOCUMENT DESCRIPTION


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Iroquois Capital Management, LLC

(Last) (First) (Middle)
641 LEXINGTON AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
24HOLDINGS INC [ TWFH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/09/2013 P 344,210 A $0.1946 693,558 I See footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Iroquois Capital Management, LLC

(Last) (First) (Middle)
641 LEXINGTON AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silverman Joshua

(Last) (First) (Middle)
C/O IROQUOIS CAPITAL MANAGEMENT LLC
641 LEXINGTON AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abbe Richard

(Last) (First) (Middle)
C/O IROQUOIS CAPITAL MANAGEMENT LLC
641 LEXINGTON AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The shares are held by Iroquois Master Fund Ltd (the "Fund"). Iroquois Capital Management LLC ("Iroquois") is the investment advisor of the Fund and, as such, may be deemed the beneficial owner of the shares held by the Fund. Messrs. Richard Abbe and Joshua Silverman are the members of Iroquois who have the authority and responsibility for the investments made on behalf of the Fund. As such, each of Mr. Abbe and Mr. Silverman may be deemed to be the beneficial owner of the shares held by the Fund. Messrs. Abbe and Silverman have shared voting and dispositive power with respect to the shares owned by Iroquois by virtue of their shared authority to vote and dispose of such shares. Each of Messrs. Abbe and Silverman disclaims beneficial ownership of the shares held by the Fund, except to the extent of their pecuniary interest therein.
/s/ Joshua Silverman, as Authorized Signatory 05/09/2013
/s/ Joshua Silverman 05/09/2013
/s/ Richard Abbe 05/09/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
c538678_4x0.xml MAIN DOCUMENT DESCRIPTION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2013-05-09

Issuer

Issuer Cik
0001025315
Issuer Name
24HOLDINGS INC
Issuer Trading Symbol
TWFH

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001481867
Rpt Owner Name
Iroquois Capital Management, LLC

Reporting Owner Address

Rpt Owner Street1
641 LEXINGTON AVENUE, 26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001524858
Rpt Owner Name
Silverman Joshua

Reporting Owner Address

Rpt Owner Street1
C/O IROQUOIS CAPITAL MANAGEMENT LLC
Rpt Owner Street2
641 LEXINGTON AVENUE, 26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001524877
Rpt Owner Name
Abbe Richard

Reporting Owner Address

Rpt Owner Street1
C/O IROQUOIS CAPITAL MANAGEMENT LLC
Rpt Owner Street2
641 LEXINGTON AVENUE, 26TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10022

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2013-05-09

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
344210
Transaction Price Per Share
0.1946
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
693558

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnote
@attributes Id
F1
Footnotes Footnote
The shares are held by Iroquois Master Fund Ltd (the "Fund"). Iroquois Capital Management LLC ("Iroquois") is the investment advisor of the Fund and, as such, may be deemed the beneficial owner of the shares held by the Fund. Messrs. Richard Abbe and Joshua Silverman are the members of Iroquois who have the authority and responsibility for the investments made on behalf of the Fund. As such, each of Mr. Abbe and Mr. Silverman may be deemed to be the beneficial owner of the shares held by the Fund. Messrs. Abbe and Silverman have shared voting and dispositive power with respect to the shares owned by Iroquois by virtue of their shared authority to vote and dispose of such shares. Each of Messrs. Abbe and Silverman disclaims beneficial ownership of the shares held by the Fund, except to the extent of their pecuniary interest therein.

Owner Signature

Signature Name
/s/ Joshua Silverman, as Authorized Signatory
Signature Date
2013-05-09
Signature Name
/s/ Joshua Silverman
Signature Date
2013-05-09
Signature Name
/s/ Richard Abbe
Signature Date
2013-05-09
c538678_99.htm ADDITIONAL EXHIBITS


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Exhibit 99


                            JOINT FILING INFORMATION

Reporting Person:     IROQUOIS CAPITAL MANAGEMENT LLC

Address:              641 LEXINGTON AVENUE
                      26TH FLOOR
                      NEW YORK, NY 10022

Designated Filer:     IROQUOIS CAPITAL MANAGEMENT LLC

Issuer and Symbol:    24HOLDINGS, INC. (TWFH)

Date of Event
Requiring Statement:  5/9/2013

Signature:            /s/Joshua Silverman, as Authorized Signatory
                      --------------------------------------------
                      Joshua Silverman, as Authorized Signatory

Reporting Person:     JOSHUA SILVERMAN

Address:              641 LEXINGTON AVENUE
                      26TH FLOOR
                      NEW YORK, NY 10022

Designated Filer:     IROQUOIS CAPITAL MANAGEMENT LLC

Issuer and Symbol:    24HOLDINGS, INC. (TWFH)

Date of Event
Requiring Statement:  5/9/2013

Signature:            /s/Joshua Silverman
                      -------------------
                      Joshua Silverman

Reporting Person:     RICHARD ABBE

Address:              641 LEXINGTON AVENUE
                      26TH FLOOR
                      NEW YORK, NY 10022

Designated Filer:     IROQUOIS CAPITAL MANAGEMENT LLC

Issuer and Symbol:    24HOLDINGS, INC. (TWFH)

Date of Event
Requiring Statement:  5/9/2013

Signature:            /s/Richard Abbe
                      ---------------
                      Richard Abbe


Additional Files
FileSequenceDescriptionTypeSize
0001209191-13-026319.txt   Complete submission text file   10111
$TWFH $24HOLDING

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