EXHIBIT
31.2





CERTIFICATIONS





I, Jose
Fuentes, certify that:





1. I have
reviewed this annual report on Form 10-K of TX Holdings, Inc.;





2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;





3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;





4. TX
Holdings Inc’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer  and have:





a)  Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to TX Holdings Inc’s, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





b)  Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





c)  Evaluated
the effectiveness of TX Holdings Inc’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





d)  Disclosed
in this report any change in TX Holdings Inc’s internal control over financial
reporting that occurred during the small business issuer’s most recent fiscal
quarter (the small business issuer’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and





5. TX
Holdings Inc’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company’s
independent registered public accounting firm and TX Holdings
Inc’s  Board of Directors (or persons performing the equivalent
functions):





a)  All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect TX Holdings Inc’s ability to record, process, summarize and
report financial information; and





b)  Any fraud,
whether or not material, that involves management or other employees who have a
significant role in TX Holdings Inc’s internal control over financial
reporting.








January 8,
2010                              /s/ Jose
Fuentes


Jose
Fuentes


Chief
Financial Officer