UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 9, 2005
TX Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 000-32335 58-2558702
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1602 Alton Road #487, Miami Beach, FL 33139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 420-6781
R Wireless, Inc.
4210 Columbia Road, Suite 10C, Martinez, GA 30907
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(Former name or former address, if changed since last report)
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountant
The Registrant has engaged Ham Langston & Brezina L.L.P., 11550 Fuqua, Suite
475, Houston Texas 77034 as its principal accountants to replace its former
principal accountant, Elliott Davis LLC. The former accountant was notified of
their dismissal on August 09, 2005.
Elliott Davis, LLC audited the financial statements for the Company for the
fiscal years ending September 30, 2002, and September 30, 2003. The audit report
of Elliott Davis, LLC for the year ended September 30, 2003 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles, except the audit report
prepared by Elliott Davis LLC did contain a going concern qualification; such
financial statements did not contain any adjustments for uncertainties stated
therein.
In connection with the audit for the fiscal years ended September 30, 2002,
September 30, 2003 and the subsequent interim period ended August 9, 2005, there
were no disagreements with Elliott Davis, LLC on any matter of accounting
principles or practices, financial statement disclosures or auditing scope or
procedure, which if not resolved to the satisfaction of Elliott Davis LLC, would
have caused it to make reference to the subject matter of the disagreement in
connection with its reports except that Elliott Davis advised the Company's
board of directors that internal controls necessary to develop reliable
financial statements did not exist.
The Company has authorized Elliott Davis to respond fully to the inquiries of
Ham Langston & Brezina L.L.P concerning the above matter.
During the fiscal years ended September 30, 2002, September 30, 2003 and the
subsequent interim period ended August 9, 2005, there were no "REPORTABLE
EVENTS" as defined in Regulations S-K Item 304 (a)(1)(v).
The Registrant has complied with the requirements of Item 304(a)(3) of
Regulation SB with regard to providing the former accountant with a copy of the
disclosure it is making in response to this Item and has requested the former
accountant to furnish a letter addressed to the Commission stating whether it
agrees with the statements made by the registrant and, if not, stating the
respects in which it does not agree. The letter shall be filed with the
Commission within ten business days after the filing of this report.
Notwithstanding the ten business day period, the letter shall be filed within
two days of receipt.
The change in accountants was approved by the board of directors.
(b) New Independent Accountants
R Wireless Inc. engaged Ham Langston & Brezina L.L.P as the company's principal
accountant effective August 9, 2005 During The registrant's two most recent
fiscal years and the subsequent interim period prior to August 9, 2005
appointment of Ham Langston & Brezina L.L.P, neither the company nor anyone on
its behalf consulted with Ham Langston & Brezina L.L.P regarding either (i) 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, and neither a written report nor oral advice
was provided to the company by Ham Langston & Brezina L.L.P that was an
important factor considered by the company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined to Item 304
(a)(1)(iv) of Regulation S-K and the related instructions to 304 of Regulation
S-K, or a reportable event, as that term is defined in Item (a)(1)(v) of
Regulation S-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
b) Pro forma financial information.
Not applicable.
(c) Exhibits.
16.1 Letter of Elliott Davis LLC
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. R Wireless, Registrant
/s/ Darren Bloom
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Darren Bloom, CFO
Dated: November 17, 2005
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