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): February 12, 20108
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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)
(606)928-1131
(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 4 - Matters Related to Accountants and Financial Statements
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Item 4.01 - Changes in Registrant's Certifying Accountant
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On February 2, 2010, TX Holdings Inc's Board of Directors terminated the
engagement of Ham Langston and Brezina, L.L.P. ("HLB") as the independent
registered public accounting firm and on February 8, 2010 engaged Turner, Stone
& Company, L.L.P. ("T&S") as the new independent registered public accounting
firm to audit TX Holdings Inc's financial statements for the year ended
September 30, 2010.
The audit reports of HLB on the financial statements of the Company as of and
for the years ended September 30, 2009 and 2008 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's most two recent fiscal years ended September 30, 2009 and
2008 and through the date of this Current Report, the Company did not consult
with T&S on (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that may
be rendered on the Company's financial statements, and T&S did not provide
either a written report or oral advice to the Company that was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue; or (ii) the subject of any disagreement,
as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related
instructions, or a reportable event within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.
In connection with the audits of the Company's financial statements for the
fiscal year ended September 30, 2009 and 2008 and through the date of this
Current Report, there were: (i) no disagreements between the Company and HLB on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of HLB, would have caused HLB to make reference to
the subject matter of the disagreement in their reports on the Company's
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided HLB a copy of the disclosures in this Form 8-K and has
requested that HLB furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not HLB agrees with the Company's
statements in this Item 4.01(a). A copy of the letter dated February 12, 2010,
furnished by HLB in response to that request is filed as Exhibit 16.1 to this
Form 8-K.
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: February 12, 2010 TX Holdings, Inc.
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(Registrant)
By: /s/ William "Buck" Shrewsbury
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William "Buck" Shrewsbury, Chairman