UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 11, 2008
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TX Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia
(State or Other Jurisdiction of Incorporation)
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000-32335 58-2558701
(Commission File Number) (IRS Employer Identification No.)
12080 Virginia Blvd
Ashland, Kentucky 41102
(Address of Principal Executive Offices) (Zip Code)
(305) 420-6781
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
[_] 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))
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Section 1 - Registrants' Business and Operations
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Item 1.01 Entry into Material Definitive Agreement
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On November 11, 2008 the Company entered into a settlement agreement with Mark
Neuhaus and Nicole Neuhaus. Mark Neuhaus is the former Chief Executive Officer
and a former director of the Company. The agreement is subject to the condition
precedent that the Company finalize a transaction with a third party involving
certain oil and gas properties within 90 days of November 11, 2008 ("Third Party
Closing"). Effective as and when the Third Party Closing occurs, the agreement
provides for mutual general releases between each of the Company and Mark and
the Company and Nicole Neuhaus. In connection with the agreement, seven million
shares of the common stock of the Company previously issued to Mark Neuhaus were
delivered to the Company to be held pending the Third Party Closing. If the
Third Party Closing occurs within the 90 day period, (1) four million five
hundred thousand of the deposited shares will be cancelled and returned to
authorized but unissued shares of the Company,(2) two million five hundred
thousand of the deposited shares will be delivered to Nicole Neuhaus and (3)
certain alleged claims of Mark Neuhaus against the Company for compensation and
reimbursement for advances in the aggregate amount of one hundred seventy eight
thousand eight hundred sixty two ($178,862.25) and a purported indebtedness of
the Company to Mark Neuhaus in the amount of one million three hundred three
thousand eight hundred seventy five ( $1,303.875.79),including interest accrued
through October 31, 2008 and represented by a convertible note dated as of
September 28, 2007 will be cancelled. If the Third Party Closing does not occur
within 90 days of November 11, 2008 the settlement agreement will be void and of
no force and effect and the deposited shares will be returned.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 13, 2008 TX Holdings, Inc.
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(Registrant)
By: /s/ William "Buck" Shrewsbury
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William "Buck" Shrewsbury, Chairman
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