UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TX Holdings, Inc. (formerly R Wireless, Inc.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
873 11R 101
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(CUSIP Number)
Darren Bloom, 1602 Alton Road, #487, Miami Beach, FL 33193. (305) 420 6781
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Monday December 12th 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. 873 11R 101
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Darren Bloom
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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. Source of Funds (See Instructions) SC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
NUMBER OF 2,000,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,000,000
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
11.2%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
TX Holdings, (TXHG:OTC) Common Stock
Address of principal executive office: 1602 Alton Road, #487, Miami Beach, FL
33139
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in Instruction C of
this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
(a) Name; Darren Bloom
(b) Residence or business address;
1602 Alton Road, #487 Miami Beach, FL 33139
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
Chief Financial Officer, Secretary, Treasurer for TX Holdings, Inc.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case;
None
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
None
(f) Citizenship.
USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or to be
used in making the purchases, and if any part of the purchase price is or will
be represented by funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the securities, a
description of the transaction and the names of the parties thereto. Where
material, such information should also provided with respect to prior
acquisitions not previously reported pursuant to this regulation. If the source
of all or any part of the funds is a loan made in the ordinary course of
business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition. Stock acquired in
lieu of salary (for role as CFO) at cost basis of $.05 per share. Price reflects
market price at commencement of employment, and the restricted nature of the
securities.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
Stock acquired in lieu of salary (for role as CFO) at cost basis of
$.05 per share. Price reflects market price at commencement of
employment, and the restricted nature of the securities.
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
N/A
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
N/A
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
N/A
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
Darren Bloom has been elected to the board of directors in
conjunction with his duties as Chief Financial Officer,
Secretary and Treasurer
(e) Any material change in the present capitalization or dividend
policy of the issuer;
No change in the authorized capital, but 2,000,000 shares of
common stock issued.
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
N/A
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
N/A
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
N/A
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
N/A
(j) Any action similar to any of those enumerated above.
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on the
number of securities outstanding as contained in the most recently
available filing with the Commission by the issuer unless the filing
person has reason to believe such information is not current)
beneficially owned (identifying those shares which there is a right to
acquire) by each person named in Item 2. The above mentioned
information should also be furnished with respect to persons who,
together with any of the persons named in Item 2, comprise a group
within the meaning of Section 13(d)(3) of the Act;
Issued Common Stock 17,893,651
Issued Common Stock to Darren Bloom 2,000,000
Percentage of issued Common Stock held by Darren Bloom 11.2%
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required by
Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared;
Darren Bloom 2,000,000 Common Stock, Sole vote
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss.240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
N/A
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4) the
price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A listing
of the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class of
securities.
N/A
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Describe any contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except that
disclosure of standard default and similar provisions contained in loan
agreements need not be included.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements relating
to the filing of joint acquisition statements as required by ss.240.13d-1(k) and
copies of all written agreements, contracts, arrangements, understandings, plans
or proposals relating to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale
of assets, merger, or change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any proxy
as disclosed in Item 6.
EMPLOYMENT AGREEMENT
This Agreement is dated as of the 21st day of July, 2005, by and between Darren
Bloom (hereinafter "Executive"), a resident of Dade County, City of Miami Beach,
State of Florida, United States of America, and, TX Holdings, Inc., formerly R
Wireless Corporation, a Corporation organized under the laws of the State of
Georgia with its principal place of business at 1602 Alton Road, Miami Beach FL.
(hereinafter "Company").
WHEREAS, the Company is desirous to employ the Executive, and Executive is
desirous to accept employment with the Company, subject to terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth hereinafter, the Company and Executive agree as follows:
1. PERIOD OF EMPLOYMENT. The Company shall employ Executive, and Executive shall
serve the Company during the period commencing on July 21, 2005, and continuing
through and including July 21, 2008 (the "Term").
2. DUTIES AND RESPONSIBILITIES.
(A) During the Term, Executive shall be employed by the Company as Chief
Financial Officer. As such, Executive shall attend to any and all duties
commensurate with this position and such other duties and responsibilities as
may from time to time be assigned to or vested in Executive by Company's Board
of Directors. Executive acknowledges and agrees that Executive may be required,
without additional compensation, to perform services for any business entity
controlled by the Company by virtue of direct or indirect beneficial ownership
of voting securities of or voting interest in the controlled entity (such
business entities hereinafter individually and collectively being called
"Subsidiary" or "Subsidiaries" as the case may be) and to accept such office or
position with any Subsidiary as the Board of Directors may require, including,
but not limited to, service as an officer or director of the Company or any
Subsidiary. Executive shall comply with all applicable policies of the Company
and Subsidiaries.
(B) Executive's employment with the Company shall be full-time. During the Term,
Executive shall, except during periods of vacation, sick leave, or other
authorized leave of absence, devote the whole of Executive's time, attention,
skill, and ability during the usual business hours (and outside those hours when
reasonably necessary to Executive's duties hereunder) to the faithful and
diligent performance of the duties and responsibilities described herein.
(C) During the Term, it shall not be a violation of this Agreement for Executive
to serve as an officer or director of a cooperative apartment, or civic or
charitable organization or committee, to perform speaking engagements, or to
manage personal passive investments, so long as such activities (individually or
in the aggregate) do not conflict or materially interfere with the performance
of Executive's duties hereunder.
(D) Executive's services shall be performed in Florida and Georgia as well as at
such other locations and subject to such travel requirements as reasonably
necessary to the performance of Executive's duties hereunder.
3. COMPENSATION
(A) As compensation for services rendered hereunder and in consideration of this
Agreement, the Company shall pay Executive two-million (2,000,000) common shares
of the Company or such greater amount as the Company may from time to time in
its sole discretion determine at the commencement of this Agreement. Shares are
valued at $.05 per share, which was reflective of the market price (and
restriction) at the time of nomination to the position.
(B) During the Term, as additional compensation, Executive shall be entitled to
participate in and receive all benefits under any welfare benefit plan or
program (including, without limitation, medical, dental, disability, group life
(including accidental death and dismemberment) and business travel insurance
plans and programs), any retirement savings plan or program (including, without
limitation, 401(k) and pension plans), and such other perquisites, paid vacation
and holidays) as the Company may, from time to time and in its sole discretion,
make available generally to executive employees of the Company. Such
participation shall be subject to the terms and conditions of such plans or
programs, including, but not limited to, such generally applicable eligibility
provisions as may be in effect from time to time.
(C) The Company shall reimburse Executive for all reasonable, ordinary, and
necessary business expenses incurred in the performance of Executive's duties
hereunder in accordance with and subject to the terms and conditions of the
Company's then-prevailing expense policy. As a condition precedent to obtaining
such reimbursement, Executive shall provide to the Company any and all
statements, bills or receipts evidencing such expenses for which the Executive
seeks reimbursement, and such other related information or materials as the
Company may from time to time reasonably require.
4. TERMINATION. Unless Executive's employment is terminated pursuant to this
paragraph four (4), the Company shall continue to employ Executive and Executive
shall continue to serve the Company throughout the Term. Upon expiration of the
Term, Executive's employment with the Company shall be terminated without
further action by Executive or the Company.
(A) This Agreement shall terminate automatically upon Executive's death;
(B) Upon Executive's "Disability", the payment of benefits under the Company's
short-term and long-term disability insurance programs, if any, shall satisfy
the Company's remaining obligations under the foregoing paragraph 3(A). For
purposes of this Agreement, Executive shall be deemed to be under a Disability
if Executive shall be unable, by virtue of illness or physical or mental
incapacity or disability (from any cause or causes whatsoever), to perform the
Executive's essential job functions hereunder, whether with or without
reasonable accommodation, in substantially the manner and to the extent required
hereunder prior to the commencement of such disability, for a period exceeding
thirty (30) days. In light of the unique nature of Executive's services, and the
undue burden on the Company that would result from Executive's long-term
absence, the Company shall have the right to terminate Executive's employment
hereunder in the event that Executive shall remain under a Disability for a
period exceeding ninety (90) days, such termination to occur at the end of any
calendar month during the continuance of such disability, upon at least ten (10)
days prior written notice to Executive.
(C) The Company shall have the right to terminate Executive's employment for
"Cause" at any time without prior written notice. For purposes of this
Agreement, Cause shall include: (i) material default or any other material
breach by Executive of Executive's obligations hereunder, (ii) failure by
Executive to perform diligently and competently Executive's duties hereunder; or
(iii) misconduct, dishonesty, insubordination, or other act by Executive
detrimental to the Company or its good will or damaging its relationships with
its customer, suppliers, or employees, including, without limitation, (a) use of
alcohol or illicit drugs such as to interfere with the performance of
Executive's duties hereunder, (b) conviction of or plea of guilty or no contest
to a felony or crime involving dishonest, moral turpitude or theft, and (C)
material failure by Executive to comply with any and all applicable laws or
governmental regulations with respect to the Company's operations or the
performance of Executive's duties.
(D) The Company may terminate Executive's employment without Cause at any time
and without prior notice. In the event of such termination, the Company shall
pay to Executive Executive's salary for the remainder of the Term.
(E) In the event of termination of this Agreement for any reason, the payments
(if any) required to be provided to Executive pursuant to this paragraph 4 shall
be in full and complete satisfaction of any and all obligations owing to
Executive pursuant to this Agreement.
5. CONFIDENTIAL INFORMATION. Both during and after the Term, Executive shall
not, directly or indirectly, divulge, publish, communicate, or make available to
any person, corporation, governmental agency, or other entity ( except in
performing Executive's duties hereunder), or use for Executive's own or any
other person's benefit, any trade secret, confidential business information, or
any other information, know how, designs, specifications, techniques, methods,
concepts, inventions, developments, discoveries, improvements, knowledge or data
of the Company or any Subsidiary which is not generally known to the public
(separately and collectively ("Information"), including, but not limited to,
Information relating to research, product/service development or design,
manufacturing or manufacturing processes, maintenance or repair processes,
purchasing, product or material costs, sales or sales strategies or prospects,
pricing or pricing strategies, advertising or promotional programs, product
information or mailing or customer lists, finances (including prices, costs or
revenues), and other business arrangements, plans, procedures and strategies,
and shall use Executive's best efforts to prevent the publication of or
disclosure by any other person or entity of any such Information. The Company
shall be under no obligation to identify specifically by any notice or other
action any Information to which this paragraph shall apply. While Executive is
employed by the Company, all documents and Information compiled, received, held,
or used by Executive in connection with the business of the Company or any
Subsidiary shall remain the property of the Company or such Subsidiary as the
case may be, and shall be delivered by Executive to the Company or such
Subsidiary, respectively, upon termination of Executive's employment, for
whatever reason, or at any earlier time requested by the Company.
6. UNFAIR COMPETITION
(A) As a condition of employment with the Company, and as a material inducement
to the Company to employ Executive hereunder, Executive agrees that, while
Executive is employed by the Company, and during the period, if any, during
which the Company is making payments to Executive pursuant to paragraph 4(d) ,
above, Executive shall not, directly or indirectly, whether or not for
compensation, and whether or not as an employee, be engaged or have a financial
interest in any other business, continue or assume any other corporate
affiliations, or pursue other commercial activities, duties or pursuits
whatsoever without the prior written consent of the Company.
(B) As a condition of employment with the Company, and as a further material
inducement to the Company to employ Executive hereunder, Executive agrees that
while the Executive is employed by the Company, and during the period, if any,
during which the Company is making payments to Executive pursuant to paragraph
4(d), above, and for a period of one (1) year thereafter, Executive shall not,
directly or indirectly, whether or not for compensation, and whether or not as
an employee, be engaged in or have any financial interest in any business
competing with the business of the Company (or with any business of any
Subsidiary for which the Executive performed services hereunder) within any
state, region or locality in which the Company or such Subsidiary is then doing
business or marketing its products or services, as the business of the Company
or such Subsidiaries may then be constituted.
(C) For purposes of this Agreement, Executive shall be deemed to be engaged in
or have a financial interest in a business if Executive is an employee, officer,
director, consultant, independent contractor, proprietor or partner of any
person, partnership, corporation, trust or other entity which is engaged in such
business, or if Executive directly or indirectly performs services for such
entity or if Executive or any member of Executive's immediate family
beneficially owns an equity interest, or interest convertible into equity, in
any such entity.
(D) Executive agrees and acknowledges that, by virtue of Executive's employment
and position with the Company, Executive shall have access to and maintain an
intimate knowledge of the Company's activities and affairs, including trade
secrets, confidential business information, and other confidential matters. As a
result of such access and knowledge, and because of the special, unique and
extraordinary services that Executive is capable of performing for the Company
or any one of its competitors, Executive acknowledges that the services to be
rendered by Executive pursuant to this Agreement are of a character giving them
a particular value, the loss of which cannot adequately or reasonably be
compensated by money damages. Consequently, Executive agrees that any breach or
threatened breach by Executive of Executive's obligations under this paragraph
6, or of paragraphs 5 or 7 of this Agreement, would cause irreparable injury to
the Company, and that the Company shall be entitled to (i) preliminary and
permanent injunctions enjoining Executive from violating such provisions, and,
(ii) money damages in the amount of fees, compensation, benefits, profits or
other remuneration earned by Executive or any other competitor as a result of
any such breach, together with interest, costs and attorney's fees expended to
collect such damages or secure such injunctions. Nothing in this Agreement,
however, shall be construed to prohibit the Company from pursuing any other
remedy, the Company and Executive having agreed that all such remedies shall be
cumulative.
(E) Executive acknowledges that the limitations set forth in this paragraph 6
and in paragraphs 5 and 7 of this Agreement shall not prevent Executive from
earning a livelihood after Executive leaves the Company's employ, but merely
prevent unfair competition against the Company for a limited period.
7. SOLICITATION OF EMPLOYEES. As a condition of employment with the Company, and
as a further material inducement to the Company to employ the Executive
hereunder, Executive agrees that, while Executive is employed by the Company,
and during the period, if any, during which the Company is making payments to
Executive pursuant to paragraph 4(d), above, and for a period of one (1) year
thereafter, Executive shall not, directly or indirectly, solicit, hire, or
induce the termination from employment with the Company of any person who was or
is employed by the Company or any Subsidiary, or induce such person to accept
employment other than with the Company or any Subsidiary.
8. INVENTIONS. Executive hereby agrees that any and all improvements,
inventions, discoveries, developments, creations, formulae, processes, methods
or designs, and any documents, things, or information related thereto, whether
patentable, copyrightable or not or not (individually and collectively, "Work
Product") within the scope of or pertinent to any field of business or research
in which the Company or any Subsidiary is engaged or (if such is known to or
ascertainable by Executive) considering engaging, which Executive may conceive
or make, or may have conceived or made during Executive's employment with the
Company, whether alone or with others, at any time within or without normal
business hours, shall be and remain the exclusive property of the Company.
Company shall have the full right to use, assign, license or transfer all rights
to or relating to Work Product. Executive shall, whenever requested to do so by
the Company (whether during Executive's employment or thereafter), at the
Company's expense, execute any and all applications, assignments or other
instruments, and do all other things (including giving testimony in any legal
proceeding) which the Company deems necessary or appropriate in order to (a)
apply for, obtain, maintain, enforce, or defend letters patent or copyright
registrations of the United States of America or any other country for any Work
Product, or (b) assign, transfer, convey or otherwise make available to the
Company any right, title or interest in which Executive might otherwise have in
any work product. Executive shall promptly communicate, disclose, and upon
request, report upon and deliver all Work Product to the Company, and shall not
use or permit any Work Product to be used for any purpose other than on the
behalf of the Company, whether during the Executive's employment or thereafter.
9. ARBITRATION Any dispute arising under this agreement shall be arbitrated in
accordance with the rules and protocols of the American Arbitration Association
and venued in the County of Dade, City of Miami Beach, state of Florida,
judgment thereupon to be entered in any court of competent jurisdiction.
Notwithstanding the above, the Company shall not be required to arbitrate any
dispute arising under the foregoing paragraphs 5, 6, 7, or 8 but shall have the
right to institute judicial proceedings in a court of competent jurisdiction
within the State of Florida with respect to such dispute or claim. Executive and
Company hereby consent to, and waive any objection to, the personal jurisdiction
and venue of the aforesaid Courts, and waive any claim that the aforesaid courts
constitute an inconvenient forum. If such judicial proceedings are instituted,
the parties agree that such proceedings shall not be stayed pending the outcome
of any arbitration proceeding hereunder.
10. ADDITIONAL OBLIGATIONS. Both during and after the Term, Executive shall,
upon reasonable notice, furnish the Company with such information as may be in
Executive's possession, and cooperate with the Company, as may be reasonably
requested by the Company (and, after the Term, with due consideration for
Executive's obligations with respect to any new employment or business activity)
in connection with any litigation arbitration or other proceeding in which the
Company or any Subsidiary is involved or as to which there is a material
possibility the Company or a Subsidiary may be involved. The Company shall
reimburse Executive for all reasonable expenses incurred by Executive in
fulfilling Executive's obligations under this paragraph 10.
11. NOTICE. Any notice or other communication required or permitted under this
Agreement by either party hereto to the other shall be in writing, and shall be
deemed effective upon (a) personal delivery, if delivered by hand, (b) three
days after date of deposit in the United States mails, postage prepaid, if
mailed by certified or registered mail, or (c) the next business day, if sent by
a prepaid overnight courier service, and in each case addressed as follows:
If to Executive:
----------------
Darren Bloom
6538 Collins Ave, #347
Miami Beach, FL 33141
If to the Company:
------------------
1602 Alton Road, #487
Miami Beach, FL 33139
With a copy to:
--------------
David Baker, Esq.
1400 Park Place Tower
2001 Park Place North
Birmingham, AL 35203
United States of America
Either party may change the address or addresses to which notices are to be sent
by giving notice of such change of address in the manner provided by this
paragraph 11.
12. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
Company and Executive with respect to Executive's employment with the Company,
and supersedes and is in full substitution for any and all prior agreements or
understandings, whether oral or written, relating to Executive's employment.
13. AMENDMENT. This Agreement may not be canceled, changed, modified or amended
orally, and no cancellation, change, modification, or amendment hereof shall be
effective or binding unless in a written instrument duly executed by the Company
and the Executive. No provision of this Agreement may be waived, similarly,
without the express written consent of both parties.
14. NO WAIVER. The failure at any time either of the Company or the Executive to
require the performance by the other of any provision of this Agreement shall in
no way affect the full right of such party to require such performance at any
time thereafter, nor shall the waiver by either the Company or the Executive of
any breach of any provision of this agreement be taken or held to constitute the
waiver of any succeeding breach of such or any other provision of this
Agreement.
15. ASSIGNMENT. This Agreement is binding upon and for the benefit of the
Company and Executive and their respective heirs, successors, executors,
administrators, and other legal representatives. Neither this Agreement nor any
right or obligation hereunder may be sold, transferred, assigned, or pledged by
the Company (except to a Subsidiary) or by Executive without the prior consent
of the other. However, nothing contained in this Agreement shall preclude the
Company from consolidating or merging into or with, or transferring all or
substantially all of its assets to, another entity which assumes this Agreement
and all obligations and undertakings of the Company hereunder.
16. INTERPRETATION. If any court of competent jurisdiction shall hold any of the
restrictions set forth in paragraph 6 above to be unreasonable as to time,
geographical area, or otherwise, said restrictions shall be deemed reduced to
the extent necessary in the opinion of such court to make their application
reasonable
17. NO CONFLICT. Executive represents and warrants that Executive is not subject
to any agreement, order, judgement or decree of any kind which would prevent
Executive from entering into this Agreement or performing fully Executive's
obligations hereunder.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to agreements made
by residents of such state, and fully the performed, in such state.
19. EXECUTION. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
20. SURVIVAL. Executive's obligations as set forth in paragraphs 5, 6, 7, 8, and
9, above, represent independent covenants by which Executive is and shall remain
bound notwithstanding any breach or claim of breach by the Company, and shall
survive the termination or expiration of this Agreement.
21. HEADINGS. The headings contained in this Agreement are for reference
purposes only, and shall not affect the meaning or interpretation of this
Agreement.
22. INDEMNIFICATION. The Company agrees to indemnify and hold harmless the
Executive against any liability, claims, damages, judgments and expenses to
which Executive may become subject arising out of Executive's performance of
this Agreement; provided, however, that the Company will not be liable if any
such liability, claims, damages, judgments or expenses arise out of Executive's
willful neglect or illegal conduct.
IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of
the date first written above.
TX Holdings, Inc formerly R Wireless Corporation
by /s/ Mark Neuhaus /s/ Darren Bloom
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Mark Neuhaus, President Darren Bloom, Individually
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.
December 14, 2005
-----------------
Date
/s/ Darren Bloom
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Signature
individual
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)