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TX Holdings, Inc. – ‘10-K’ for 9/30/15 – ‘EX-14.1’

On:  Tuesday, 12/29/15, at 8:01am ET   ·   For:  9/30/15   ·   Accession #:  1571049-15-10367   ·   File #:  0-32335

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/29/15  TX Holdings, Inc.                 10-K        9/30/15   69:4M                                     Toppan Vite NY Inc./FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    491K 
 2: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML     23K 
 3: EX-10.6     Material Contract                                   HTML    297K 
 4: EX-14.1     Code of Ethics                                      HTML     29K 
 5: EX-21       Subsidiaries List                                   HTML     19K 
 6: EX-31       Certification -- §302 - SOA'02                      HTML     24K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     21K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
16: R1          Document and Entity Information                     HTML     50K 
17: R2          Consolidated Balance Sheets                         HTML     95K 
18: R3          Consolidated Balance Sheets (Parentheticals)        HTML     40K 
19: R4          Consolidated Statements of Operations               HTML     85K 
20: R5          Consolidated Statements of Changes in               HTML     43K 
                Stockholders' Deficit                                            
21: R6          Consolidated Statements of Cash Flows               HTML     98K 
22: R7          Summary of Significant Accounting Policies and      HTML     76K 
                Activities                                                       
23: R8          Property and Equipment                              HTML     33K 
24: R9          Acquisition                                         HTML     29K 
25: R10         Income Taxes                                        HTML     49K 
26: R11         Stockholders' Deficit                               HTML     61K 
27: R12         Legal Proceedings                                   HTML     29K 
28: R13         Related Party Transactions                          HTML     51K 
29: R14         Non Cash Investing and Financing Activities         HTML     28K 
30: R15         Bank Line of Credit                                 HTML     26K 
31: R16         Concentration of Risks                              HTML     38K 
32: R17         Subsequent Events                                   HTML     45K 
33: R18         Summary of Significant Accounting Policies and      HTML    104K 
                Activities (Policies)                                            
34: R19         Summary of Significant Accounting Policies and      HTML     26K 
                Activities (Tables)                                              
35: R20         Property and Equipment (Tables)                     HTML     27K 
36: R21         Income Taxes (Tables)                               HTML     45K 
37: R22         Stockholders' Equity (Tables)                       HTML     51K 
38: R23         Related Party Transactions (Tables)                 HTML     28K 
39: R24         Non Cash Investing and Financing Activities         HTML     27K 
                (Tables)                                                         
40: R25         Concentration of Risks (Tables)                     HTML     36K 
41: R26         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND      HTML     26K 
                ACTIVITIES - Calculation of diluted net loss per                 
                share (Details)                                                  
42: R27         Summary of Significant Accounting Policies and      HTML     60K 
                Activities (Detail Textuals)                                     
43: R28         Summary of Significant Accounting Policies and      HTML     30K 
                Activities (Detail Textuals 1)                                   
44: R29         Summary of Significant Accounting Policies and      HTML     29K 
                Activities (Detail Textuals 2)                                   
45: R30         Summary of Significant Accounting Policies and      HTML     37K 
                Activities (Detail Textuals 3)                                   
46: R31         PROPERTY AND EQUIPMENT - Summary of Property and    HTML     29K 
                equipment (Details)                                              
47: R32         Property and Equipment (Detail Textuals)            HTML     38K 
48: R33         INCOME TAXES - Summary of Deferred tax assets and   HTML     37K 
                liabilities (Details)                                            
49: R34         INCOME TAXES - Reconciliation of tax benefit at     HTML     49K 
                federal statutory (Details 1)                                    
50: R35         Income Taxes (Detail Textuals)                      HTML     27K 
51: R36         Income Taxes (Detail Textuals 1)                    HTML     29K 
52: R37         STOCKHOLDERS' DEFICIT - Award assumptions           HTML     37K 
                (Details)                                                        
53: R38         STOCKHOLDERS' DEFICIT - Summary of outstanding      HTML     48K 
                stock warrants (Details 1)                                       
54: R39         STOCKHOLDERS' DEFICIT - Summary of outstanding      HTML     39K 
                warrants (Details 2)                                             
55: R40         Stockholders' Deficit (Detail Textuals)             HTML     49K 
56: R41         Stockholders' Deficit (Detail Textuals 1)           HTML     37K 
57: R42         Legal Proceedings (Detail Textuals)                 HTML     33K 
58: R43         RELATED PARTY TRANSACTIONS - Summary of advances    HTML     33K 
                from stockholder/officer (Details)                               
59: R44         Related Party Transactions (Detail Textuals)        HTML     51K 
60: R45         Related Party Transactions (Detail Textuals 1)      HTML     53K 
61: R46         Related Party Transactions (Detail Textuals 2)      HTML     43K 
62: R47         NON CASH INVESTING AND FINANCING ACTIVITIES -       HTML     24K 
                Summary of analysis of non-cash investing and                    
                financing activities (Details)                                   
63: R48         Bank Line of Credit (Detail Textuals)               HTML     31K 
64: R49         CONCENTRATION OF RISKS - Summary of customer        HTML     46K 
                concentration (Details)                                          
65: R50         Concentration of Risks (Detail Textuals)            HTML     22K 
66: R51         Subsequent Events (Details)                         HTML     44K 
68: XML         IDEA XML File -- Filing Summary                      XML    115K 
67: EXCEL       IDEA Workbook of Financial Reports                  XLSX     62K 
10: EX-101.INS  XBRL Instance -- txhg-20150930                       XML    837K 
12: EX-101.CAL  XBRL Calculations -- txhg-20150930_cal               XML    120K 
13: EX-101.DEF  XBRL Definitions -- txhg-20150930_def                XML    366K 
14: EX-101.LAB  XBRL Labels -- txhg-20150930_lab                     XML    938K 
15: EX-101.PRE  XBRL Presentations -- txhg-20150930_pre              XML    646K 
11: EX-101.SCH  XBRL Schema -- txhg-20150930                         XSD    151K 
69: ZIP         XBRL Zipped Folder -- 0001571049-15-010367-xbrl      Zip     99K 


‘EX-14.1’   —   Code of Ethics


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

Exhibit 14.1

 

TX HOLDINGS, INC.

 

AMENDED AND RESTATED

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND

SENIOR FINANCIAL OFFICERS

 

The Board of Directors of TX Holdings, Inc. (the “Company”), has adopted the following Amended and Restated Code of Ethics (the “Code”) to apply to the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, and persons performing similar functions (collectively, “Senior Financial Officers”).

 

This Code is intended to focus Senior Financial Officers on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide a mechanism to report unethical conduct, foster a culture of honesty and accountability, deter wrongdoing and promote fair and accurate disclosure and financial reporting, deal with conflicts of interest, and compliance with law.

 

The Senior Financial Officers each owe a duty to the Company to adhere to a high standard of ethical conduct.

 

This Code is intended to serve as a source of guiding principles. Senior Financial Officers are encouraged to raise questions about particular circumstances that may involve one or more provisions of this Code to the attention of the Audit Committee (or in the absence thereof, to the independent directors on the Company’s Board of Directors), who may consult with legal counsel.

 

1.The Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings made by the Company with the Securities and Exchange Commission (“SEC”). The Senior Financial Officers are required to familiarize themselves with disclosure requirements applicable to the Company as well as the business and financial operations of the Company. In the performance of their duties, the Senior Financial Officers are prohibited from knowingly misrepresenting facts.

 

2.It is the Company’s policy to comply with all applicable laws, rules and regulations relating to its business and operations. It is the responsibility of the Senior Financial Officers to adhere to the standards and restrictions imposed by such laws, rules and regulations.

 

3.The Senior Financial Officers shall encourage open communication and full disclosure of financial information by providing well understood processes under which management is kept informed of financial information of importance, including any departures from sound policy, practice or accounting norms. However, such officers should refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so. They should also refrain from using confidential information acquired in the course of their work for unethical or illegal advantage, either personally or through others.

 

4.The Senior Financial Officers, among other things, have a supervisory role over the preparation of financial disclosure to be included in the Company’s periodic reports to be filed with the SEC.

 

5.It is the responsibility of the Senior Financial Officers to bring to the attention of the Board of Directors (“Board”) and the Audit Committee (or in the absence thereof, to the independent directors on the Board) any material information of which he or she may become aware that affects the disclosures made by the Company in its filings with the SEC or otherwise assist the Board and Audit Committee (or in the absence thereof, the independent members of the Board) in fulfilling their responsibilities.

 

 C: 
   

 

6.The Senior Financial Officers shall promptly bring to the attention of the Board and the Audit Committee (or in the absence thereof, the independent directors on the Board) any information he or she may have concerning (a) a significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

 

7.The Senior Financial Officers shall promptly bring to the attention of the CEO or Audit Committee (or in the absence thereof, the independent directors on the Board) any information he or she may have concerning any violation of these procedures, including any actual or apparent conflict of interest between personal and professional relationships, involving any management or other employee who has a significant role in the Company’s financial reporting, disclosures or internal controls.

 

8.The Senior Financial Officers shall promptly bring to the attention of the CEO or Audit Committee (or in the absence thereof, to the independent directors on the Board) any information he or she may have concerning evidence of a violation of the securities or other laws, rules or regulations applicable to the Company and the operations of its business, by the Company or any agent thereof, or of violation of these procedures.

 

9.The Board shall determine, or designate an appropriate person to determine, appropriate actions to be taken in the event of violations of these procedures by the Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to these procedures, and shall include written notices to the individual involved that the Board has determined there has been a violation, censure of the Board, demotion or re-assignment of the individual, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action or whether or not the individual in question had committed other violations in the past.

 

Approved by the Board of Directors,

February 21, 2014.

 

 C: 
   

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:12/29/158-K
For Period end:9/30/1510-K/A
2/21/14
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Filing Submission 0001571049-15-010367   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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