UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TX HOLDINGS INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87311R 10 1
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(CUSIP Number)
February 14, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
87311R 10 1
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1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Ned Baramov
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Bulgaria
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5. Sole Voting Power
NUMBER OF 795,500
SHARES -----------------------------------------------------------------
BENEFICIALLY 6. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON 795,500
WITH: -----------------------------------------------------------------
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
795,500
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10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [_]
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11. Percent of Class Represented by Amount in Row (9)
2.9*
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12. Type of Reporting Person (See Instructions)
IN
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*Calculation of beneficial ownership percentage based on 27,002,558 shares
outstanding.
CUSIP No.
87311R 10 1
ITEM 1.
(a) Name of Issuer:
TX Holdings Inc.
(b) Address of Issuer's Principal Executive Offices:
1701 North Judge Ely Blvd. #6420
Abilene, Texas 79601
ITEM 2.
(a) Name of Person Filing:
Ned Baramov
(b) Address of Principal Business Office, or if None, Residence:
26-34 30th Street, #2C
Astoria, NY 11102
(c) Citizenship:
Bulgaria
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
87311R 10 1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
795,500
(b) Percent of class:
2.9% *
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
795,500
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
795,500
(iv) Shared power to dispose or to direct the disposition of
0
*Calculation of beneficial ownership percentage based on 27,002,558 shares
outstanding.
INSTRUCTION. For computations regarding securities which represent a right to
acquire an underlying security SEE ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
NA
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NA
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NA
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NA
ITEM 10. CERTIFICATIONS.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2007
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(Date)
/s/ Ned Baramov
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(Signature)
Ned Baramov, Individual
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(Name/Title)