Current Report Filing (8-k)
July 31 2015 - 11:17AM
Edgar (US Regulatory)
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): June 9, 2015
Textmunication Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-21202 |
|
58-1588291 |
(State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1940
Contra Costa Blvd.
Pleasant
Hill, CA |
|
94523 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 925-777-2111
|
|
|
|
(Former
name or former address, 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) |
|
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[ ] |
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)) |
SECTION
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
On July
24, 2015, Textmunication Holdings Inc. (the “Company”) dismissed RBSM, LLP (the “Former Accountant”)
as the Company’s independent registered public accounting firm and on June 9, 2015 the Company engaged Seale & Beers,
CPAs (the “New Accountant”) as the Company’s independent registered public accounting firm. The dismissal of
the Former Accountant and the engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former
Accountant’s audit report on the financial statements of the Company for the year ended December 31, 2014 contained no adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except
that the audit report on the financial statements of the Company for the year ended December 31, 2014 contained an uncertainty
about the Company’s ability to continue as a going concern.
For the
year ended December 31, 2014, and through the interim period ended June 9, 2015, there were no “disagreements” (as
such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the
Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
For the
year ended December 31, 2014, and through the interim period ended June 9, 2015, there were the following “reportable events”
(as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A. of the Company’s Form 10-K for
the year ended December 31, 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 its 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 year ending
December 31, 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. |
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|
|
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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 the Company’s 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. |
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3. |
Effective
controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct
and ethics that governs our 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 for the year ended December 31, 2014, and through the interim period ended
June 9, 2015. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant.
The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning
all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable
event.
Prior to
retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting
principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable
event” (as those terms are defined in Item 304 of Regulation S-K).
On July
29, 2015, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal
of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response
is filed as an exhibit to this Current Report on Form 8-K.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
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Description |
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16.1 |
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Letter
from RBSM LLP to the Securities and Exchange Commission |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Textmunication
Holdings Inc. |
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|
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/s/ Wais Asefi |
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Wais
Asefi |
|
Chief
Executive Officer |
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Date: July
31, 2015
EXHIBIT
16.1
RBSM
LLP
New
York, New York
July
29, 2015
Securities
and Exchange Commission
100 F Street,
N.E.
Washington,
DC 20549-7561
Dear Sirs/Madams:
We
have read Item 4.01 of Textmunication Holdings Inc. (the “Company”) Form 8-K dated June 9, 2015, and are in agreement
with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of
the Company contained therein.
Very
truly yours, |
|
|
|
/s/
RBSM LLP |
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