UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February
2, 2015
Textmunication Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Nevada |
|
333-196598 |
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58-1588291 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1940 Contra Costa Blvd. Pleasant Hill, CA |
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94523 |
(Address of principal executive offices) |
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(Zip Code) |
925-777-2111 |
(Registrant’s telephone number, including area code) |
|
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(Former name if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Previous independent registered
public accounting firm
On February 2, 2015, Textmunication Holdings,
Inc. (the “Registrant” or the “Company”) was notified by L.L. Bradford & Company, LLC (“Bradford”)
that the firm resigned as the Registrant’s independent registered public accounting firm. Except as noted in the paragraph
immediately below, the report of Bradford on the Company’s financial statements for the years ended December 31, 2013
and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle.
The report of Bradford on the Company’s
financial statements as of and for the years ended December 31, 2013 and 2012 contained explanatory paragraphs which noted
that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has negative working
capital that raises doubt about its ability to continue as a going concern.
During the fiscal years ended December 31,
2013 and 2012, and through the interim period ended February 2, 2015, there were no “disagreements” (as such term is
defined in Item 304 of Regulation S-K) with Bradford on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to Bradford’s satisfaction, would have caused them to
make reference thereto in their reports on the Company’s financial statements for such periods.
During the years ended December 31, 2013 and
2012 and through February 2, 2015, there were the following “reportable events” (as such term is defined in Item 304
of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended September 30, 2014, the
Company’s management determined that the Company’s internal controls over financial reporting were not effective as
of the end of such period due to the existence of material weaknesses related to the following:
1. | | The Company does not have written documentation of our internal control policies and
procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley
Act as of the period ending September 30, 2014. Management evaluated the impact of the Company’s failure to have written
documentation of its internal controls and procedures on its assessment of its disclosure controls and procedures and has concluded
that the control deficiency that resulted represented a material weakness. |
2. | | The Company does not have sufficient segregation of duties within accounting functions,
which is a basic internal control. Due to the Company’s size and nature, segregation of all conflicting duties may not always
be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody
of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of its
failure to have segregation of duties on its assessment of its disclosure controls and procedures and has concluded that the control
deficiency that resulted represented a material weakness. |
3. | | Effective controls over the control environment were not maintained. Specifically,
a formally adopted written code of business conduct and ethics that governs the Company’s employees, officers, and directors
was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies
and procedures. This has resulted in inconsistent practices. Further, the Company’s Board of Directors does not currently
have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii)
of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined
that these circumstances constitute a material weakness. |
These material weaknesses have not been remediated
as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no
reportable events during the fiscal years ended December 31, 2013 and 2012, and through the interim period ended February 2, 2015.
The Company’s Board of Directors discussed the subject matter of each reportable event with Bradford. The Company authorized
Bradford to respond fully and without limitation to all requests of any new independent registered public accounting firm that
may be retained by the Company concerning all matters related to the audited period by Bradford, including with respect to the
subject matter of each reportable event.
The Company provided Bradford with a copy of
this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange
Commission stating whether or not it agrees with the above statements.
A copy of the letter from Bradford is attached
hereto as Exhibit 16.1
New independent registered public accounting firm
On February 9, 2015 (the “Engagement
Date”), the Company engaged Malone Bailey, LLP (“Malone”) as its independent registered public accounting firm
for the Company’s fiscal year ending December 31, 2014. The decision to engage Malone as the Company’s independent
registered public accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and
through the Engagement Date, the Company has not consulted with Malone regarding either:
1. | | the application of accounting principles to any 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 was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
2. | | any matter that was either the subject of a disagreement (as defined in paragraph
(a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K). |
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Shell company transactions.
Not applicable
(d) Exhibits
Exhibit No. |
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Description of Exhibit |
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16.1 |
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Letter from L.L. Bradford & Company, LLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Textmunication Holdings, Inc. |
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Dated: February 11, 2015 |
By: |
/s/ Wais Asefi |
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Name: |
Wais Asefi |
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Title: |
Chief Executive Officer |
EXHIBIT 16.1
LL BRADFORD & COMPANY, LLC
Sugar Land, Texas
February 9, 2015
Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Textmunication Holdings,
Inc. (the “Company”) Form 8-K dated February 9, 2015, and are in agreement with the statements relating only to L.L.
Bradford & Company, LLC contained therein. We have no basis to agree or disagree with other statements of the Company contained
therein.
Very truly yours, |
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/s/ L.L. BRADFORD & COMPANY, LLC |
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LL Bradford & Company, LLC |
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Sugar Land, Texas |
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