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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 2006
24HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-22281 33-0726608
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
47 School Avenue, Chatham, New Jersey 07928
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(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (973) 635-4047
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective March 7, 2006, 24HOLDINGS, Inc. (the "Company") dismissed
Stonefield Josephson, Inc., ("Stonefield") from serving as the Company's
independent accountants. As of March 7, 2006 the Company engaged Sherb & Co.,
LLP ("Sherb") as its new independent accountants. The Company's Board of
Directors unanimously recommended that the Company change audit firms, directed
the process of review of candidate firms to replace Stonefield and made the
final decision to engage Sherb.
The reports of Stonefield on the financial statements of the Company
for the years ended December 31, 2003 and 2004 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle. However, their report for the three years
ended December 31, 2004 did contain an explanatory paragraph as to the existence
of substantial doubt regarding the Company's ability to continue as a going
concern. In connection with its audits of the years ended December 31, 2003 and
2004 and reviews of the Company's financial statements through September 30,
2005, there were no disagreements with Stonefield on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
Stonefield, would have caused them to make reference thereto in their report on
the financial statements for such years.
During the years ended December 31, 2004 and December 31, 2003 and
through September 30, 2005, there have been no reportable events, as defined in
Item 304(a)(1)(v) of Regulation S-K, except as noted below:
The Company disclosed in its Form 10-K for the fiscal year ended
December 31, 2004, that in evaluating its internal controls, management
considered certain items control deficiencies that constituted a material
weakness. The following weaknesses were included in management's assessment:
Based on the evaluation of the Company's Chief Executive Officer and
Chief Financial Officer they concluded that the failure of the Company to have
an audit committee and the failure of the Board to assume the audit committee
functions, results in the absence of an important oversight, constituting a
material weakness in the Company's corporate governance structure. Accordingly,
the Company's controls and procedures are not effective.
The Company has furnished to Stonefield the statements made in this
Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is Stonefield's letter to
the Commission, dated March 10, 2006 regarding these statements.
During the two most recent fiscal years and through March 7, 2006, the
Company has not consulted with Sherb on any matter that (i) involved the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, in each case where a written report was
provided or oral advice was provided that Sherb concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NO. DESCRIPTION
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16.1 Letter, dated March 10, 2006 from Stonefield Josephson,
Inc. to the Securities and Exchange Commission, regarding
change in certifying accountant of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
24HOLDINGS, Inc.
Dated: March 13, 2006 By: /s/ Arnold Kling
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Arnold P. Kling,
President
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