SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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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. Date of Event Requiring Statement (Month/Day/Year) 04/29/2013	3. Issuer Name and Ticker or Trading Symbol 24HOLDINGS INC [ TWFH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	349,348	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 5 (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).
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