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EX-32.1 - Textmunication Holdings, Inc.ex32-1.htm
EX-31.2 - Textmunication Holdings, Inc.ex31-2.htm
EX-31.1 - Textmunication Holdings, Inc.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from _________ to ________

 

Commission file number: 000-21202

 

Textmunication Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   58-1588291

(State or other jurisdiction of
incorporation or organization)

  (I.R.S. Employer
Identification No.)

 

1940 Contra Costa Blvd. Pleasant Hill, CA   94523
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number: 925-777-2111

 

Securities registered under Section 12(b) of the Exchange Act:
     
Title of each class   Name of each exchange on which registered
None   not applicable

 

Securities registered under Section 12(g) of the Exchange Act:
 
Title of each class
Common Stock, par value $0.0001

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.

 

[  ] Large accelerated filer [  ] Accelerated filer
[  ] Non-accelerated filer [X] Smaller reporting company
  [  ] Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. $49,983

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 3,975,519,454 common shares as of June 14, 2018

 

 

 

 
 

 

 

 

TABLE OF CONTENTS

 

    Page
  PART I  
     
Item 1. Business 3
Item 1A. Risk Factors 11 
Item 2. Properties 11 
Item 3. Legal Proceedings 12 
Item 4. Mine Safety Disclosures  
     
  PART II  
     
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 12 
Item 6. Selected Financial Data 14 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 
Item 8. Financial Statements and Supplementary Data 17 
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 18 
Item 9A. Controls and Procedures 18 
Item 9B. Other Information 18 
     
  PART III  
     
Item 10. Directors, Executive Officers and Corporate Governance 19 
Item 11. Executive Compensation

22 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 22 
Item 13. Certain Relationships and Related Transactions, and Director Independence 23 
Item 14. Principal Accountant Fees and Services 23 
     
  PART IV  
     
Item 15. Exhibits, Financial Statement Schedules 23

 

2
 

 

PART I

 

Item 1. Business

 

Overview

 

We are a developing player in the mobile marketing and loyalty industry, providing cutting-edge mobile marketing solutions, rewards and loyalty to our clients. With a powerful yet intuitive suite of services, clients are able to reach more customers faster and reward them for repeat business. We help clients reach their marketing and revenue goals by educating clients with the most effective tools in mobile marketing, rewards, paperless redemption and loyalty.

 

In the past 4 years, we have grown to over 500 clients and more than 800 different locations in the United States and Canada. We have achieved this with an expanded focus on a variety of industries, including restaurants, retailers, entertainment venues and other partnership opportunities. We have decided to focus our energy on the gym, health and fitness club market. However, we are also working with Quick Service Restaurants (QSR), Beauty/Tanning salons, hospitality, entertainment, digital marketing and sporting events

 

We have also entered into the IT consulting business through our acquisition of a minority interest in Aspire Consulting, LLC. We plan to assist our controlling partner in the development of this consulting business in addition to improving the market position of our mobile marketing business.

 

Our principal executive office is located at 1940 Contra Costa Blvd. Pleasant Hill, CA 94523 and our telephone number is (925-777-2111).

 

Mobile Marketing Business

 

Principal Products and Services

 

We are an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. We provide a mobile marketing platform where merchants can send customers the most up-to-date offers, discounts, alerts and events schedules, such as, for instance, happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through us by opting keywords designated to the merchant’s keywords. This allows consumers to take their information wherever they go and learn about the latest buzz as soon as it is available, providing the consumer with events, deals, and messages on their cellphone via SMS messaging. We are a mobile marketing platform that connects the mass consumer to the content that they crave – anywhere, anytime, through virtually any mobile device for all local events and promotions.

 

Our mobile marketing solutions apply to any industry, offering a new and innovative way to reach out to a merchant’s customer base. Some examples include:

 

  ●  Gyms – guest promotions, reminders, new rates, fitness tips;
  Bars – happy hours, special events, discount pricing;
  Boutiques – invite only trunk show, spring sale, discount on a clothing line, carrying a new line of clothes;
    Dentists – special promotion for teeth whitening;
    Investor Relations – sending notifications to investors on news alerts and company updates;
    Digital Marketing – promoting marketing updates from global clients using SMS in their portfolio;
    Salons – promotion on products, new line of products, introducing a new stylist;
    Restaurants – Dine about town participation, discount coupons; and
    Real Estate Agents – Introducing a new home on the market, price reduction, or an open house event.

 

Additionally, we are a mobile marketing platform that allows merchants to get more impact out of their promotions. Our merchants will be able to recommend promotions to their customers proactively, which will help merchants increase foot traffic and revenue. Utilizing the information that is being collected, our merchants can better target their clients. This system empowers merchants and enables them to adjust programs at a moment’s notice.

 

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Our Focus

 

We began providing SMA text advertising in 2009 to small businesses, including bars, salons, restaurants and medical professionals. We have changed our strategy and decided that instead of directing our energy on smaller businesses we will focus on larger chain and franchise businesses in the Gym, Health and Fitness Club market place offering unique automated solutions to help clubs communicate with their members and increase membership. In order to entrench ourselves as firmly as possible in this marketplace we have add-on service provided with companies that provide billing solutions to the Gym, Health & Fitness Club market place. We now have relationships with the following Gym, Health & Fitness Club billing providers: ASF Payment Solutions, ClubSystems, ABC Financial, Motionsoft, Paramount Acceptance and Jonas Fitness. These sources have access to a combined 17,000 gyms and fitness centers. We plan on introducing new services such as Rich Communication Services (RCS). This new service will shift the paradigm in the mobile communication market by sending rich images, interactive buttons and video in a single text.

 

Below is a list of services that we intend to perform for the health and fitness industry:

 

SMS Texting

 

New Sales:

 

  ●  Leads/Inquiries (e.g., Text gym to 87365 for a 7-day pass)
    Appointment reminders (daily sales appointments/automated)
  Referrals/Referral programs
  Gym locator & directions (e.g., find your nearest club Text zip code to 87365)
  Welcome to the club text to new members (combined w/ an offer, guest pass for a friend, personal training, and more)

 

Inside sales:

 

    Bring a guest (or more) free day, week or month
  Upgrades
  Retail & juice zone
  Personal training sales
  Membership renewals (automated)

 

Member Communication & retention:

 

  Fitness & diet tips
  Class updates
  Event info
  Happy B-day alerts (automated)
  Automated texts delivered to people that have not been in for a workout in 30 days.

 

Operations:

 

  Delinquent accounts (automated)
  Cancelled accounts (automated)
    Surveys/feedback
  Expired credit card notifications (automated)

 

Our goal is to partner with the industry leading enterprise software providers to the Health and Fitness Industry. We believe the top five enterprise software providers in the health and fitness industry account for more than 50% of the total gyms and fitness centers worldwide. By integrating our web based platform into the existing infrastructure of an enterprise software provider, we can then uniquely market our service to gyms and fitness centers on a ‘turnkey’ basis. We believe this provides a significant competitive advantage to us. Our monthly billing rates range between $49-$299 per club. Over the next 24 months our goal is to become an add-on component to the billing features of at least 50% of the gym billing providers so that we can attract as many as 5,000 Gym, Health & Fitness clubs in the US. We then intend to expand internationally where there are as many as 165,000 Gyms, Health & Fitness clubs as of 2016. In addition, we plan on utilizing the same strategy in the salon, entertainment, hospitality, sporting event and healthcare markets. We are also looking at new technologies and services such as Rich Communication Services (RCS) which will help us expand our leadership in the health and fitness market.

 

 

TXMT Platform Features

 

We offer our clients a mobile marketing platform. We completed our new Generation 3 software platform named “Smart Automated Messaging” or SAM. This new platform will have the ability to send more than one billion SMS per month. Our new platform should attract new API partners, open new markets and broaden the capacity to send more messages than our GEN2 platform. We now offer White Label, API, Integrated API and Standalone SMS options. We can compete with Tier One SMS providers and open new opportunities with the completion of SAM. The total cost to develop SAM was $96,000 and our ongoing costs to add enhancements, develop new APIs and maintain the platform is $8000 per month. Our new software platform can take on thousands of new clients and deliver on new services such as Rich Communication Services (RCS) which will be launched in Q3 or Q4 of 2018 with our technology partner OpenMarket.

 

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Our current platform offers the following:

 

    Mobile Coupons - Engage your customers! Drive in traffic and boost sales through mobile coupons delivered with expiration dates and unique tracking codes right to their mobile phones;
  Mobile Voting/Polls - Instantly gather invaluable customer opinions; no more guessing at what they want or wondering what they think of a product or service; the client can get their opinions on what they want or think, and proactively plan for success;
  Multimedia Messaging - Use a promotional hook for the consumer to interact with a brand by texting to a unique keyword to download branded content such as video, images, ringtones and games; now it is easier than ever to mobilize their brand on their consumers’ phones;
  SMS Reminders - Remind clients about appointments, anniversaries, b-days, oil changes, tune ups, and more via text; individual, group and bulk mobile messaging; engage with those who have raised their hands and said they want to have an ongoing relationship with a brand via mobile; deliver news on products and services and provide mobile offers and coupons to drive sales which can include expiration dates and single use promotion codes;
    Text 2 Web - Mobilize the website with text messaging functionality to promote interaction with customers; showcase text 2 web responses on the client’s website to have fresh user-generated content that increases the stickiness of the client’s website; Contests/Instant Contesting - make any traditional media interactive with contests that can create buzz and lead to further engagement; have concert attendees enter contests for seat upgrades, backstage passes, and more; generate a local customer database from in-location giveaways;
    Web Widgets/Online Forms - Textmunication supplies an online sign up page so customers can join the client’s program on its website or social media accounts without having to text-in; with the web widget gives the client the ability to obtain further information such as email, date of birth, gender, name, and more; and
    API – Our APIs are fast, simple and reliable and built in such a way that they integrate with any system or application. Our ready-made scripts help you to connect to our gateway through your chosen programming language. These scripts all work with the HTTP API. We offer both Direct API and API integration through our UI. Both models allow for a seamless sharing of information. Our API growth will be a driving revenue factor for us going forward.
  MyLA- Loyalty and rewards program for client’s customers who frequently make purchases. Customers register their personal such as mobile cell number information to the merchant through our proprietary Application on a tablet or online that they will use in the future when making a purchase to receive new product updates, specials and promotional merchandise.

 

Features of our HTTP/S API:

 

API supports text, Unicode, binary SMS and flash messaging in the following ways:

 

    Supports extended length messages;
  Converts ringtones and logos into the correct format;
  Delivery acknowledgement and Sender ID;
    Gateway escalation: Should the message be delayed for a predefined length of time, it can be escalated to an alternative delivery gateway. Queuing lets you specify up to 3 prioritized queues which your messages can be sent out on; and
  Batch sending and two-way messaging.

 

White label - (Fully Customized Design)

 

We provide an all-inclusive, branded platform that delivers everything you need to create a user interface that will seamlessly appear and takes it much further than just the standard logo and dashboard by providing a branded SMS message system, sign-up forms, alerts and customized buttons. The merchants will never know that you didn’t build it from scratch. Our pricing system makes it simple for our white labels to maintain full control over pricing plans. Our white label reseller program provides a powerful platform for resellers rebranded as their own and pay wholesale rates and keep 100% of their profit. Seamless set-up within 72 hours includes payment integration and shortcode activation with over hundred domestic and international carriers. Resellers set their own pricing plans, text credits and keywords. Analytics, reports and account monitoring are available for tracking customers.

 

5
 

 

Our Vertical Markets are the following:

 

  QSR Restaurants (Quick Service Restaurant);
  Gyms, Health and Fitness;
  Entertainment (Casinos, Golf Courses, bowling centers, Comedy Clubs); and
  Retail stores
  Real Estate
  Hospitality
  Digital marketing agencies
  Investor relation firms

 

Referral Partners

 

We have signed up more than 500 Gym, Health and Fitness Clubs from our relationships listed above . We have spent our efforts developing strategic partnerships in the fitness and salon sectors. These relationships allow us the ability to scale our business due to their status and control in their respective markets. Many of these relationships are on an exclusive basis. Textmunication has positioned itself as the SMS mobile marketing leader in both the fitness and salon markets. By integrating with software management systems, the clubs and salons using the software platform will have the SMS option easily available to them. Our new White Label program takes our strategic partnerships to the next level. Our White Label program is owned by our partners on the front-end while we support the technology and database. This provides a solution controlled by our partners allowing for more visibility to their end clients.

 

Marketing Plan and Personnel

 

The goal is to build engaging content for potential clients to make it clear what we do and that we excel at it. The target audience for potential and existing clients is larger chain and franchise businesses in the Gym, Health and Fitness Club market. We also intend to continue marketing to small to medium businesses that have need of our services.

 

Our objectives to meet this goal include the following:

 

    revamping our website and setting up Google analytics for tracking SEO and keywords;
  setting up accounts for Facebook and LinkedIn for paid advertisements;
    designing and participating in various social media sites;
    blogging, preparing newsletters, and engaging in email campaigns; and
  hosting web seminars with attendance driven by the foregoing;

 

To accomplish these objectives, we will need to hire bloggers, programmers, and graphic, web and video developers.

 

We also need to revamp our website, purchase marketing software and materials, Google Analytics, hire IR/PR consultants, set aside money for conventions, and advertise for Facebook, LinkedIn and other social media.

 

Competition

 

In the past few years, the number of mobile marketing options and companies have grown rapidly. The markets for the products and services that we offer are very competitive, are rapidly evolving and have relatively low barriers to entry. We compete with all general advertising and marketing companies who eventually will want to include mobile marketing in their suite of product offerings, and who may develop their own similar products and compete with us for market share. These potential competitors may have more mature lines of distribution than us, be better financed than us, or may create a product offering that is superior to ours. Any of these factors can cause a competitor to take market share away from us or otherwise substantially hurt our business. We believe that competition in our market is based predominantly on:

 

  ●  Price;
  Brand recognition;
  Product and service components and deliverables;
  Track record of creating and keeping satisfied clients;
  Success of underlying marketing programs; and
  Order delivery performance and customer service.

 

6
 

 

Government Regulation

 

We are subject to a number of laws and regulations that affect companies generally and specifically those conducting business in the mobile messaging market, many of which are still evolving and could be interpreted in ways that could harm our business. Existing and future laws and regulations may impede our growth. These regulations and laws may cover online marketing, e-mail marketing, telemarketing, taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer protection, web services, the provision of online payment services, unencumbered internet access to our services, the design and operation of websites, and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the internet, e-commerce, digital content, and web services. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

 

We expect that the regulation of our industry generally will continue to increase and that we will be required to devote increasing amounts of legal and other resources to address this regulation. In addition, the application of existing domestic and international laws and regulations relating to issues such as user privacy and data protection, marketing, advertising, consumer protection and mobile disclosures in many instances is unclear or unsettled.

 

In addition to its regulation of wireless telecommunications providers generally, the U.S. Federal Communications Commission, or FCC, has examined, or is currently examining, how and when consumers enroll in mobile services, what types of disclosures consumers receive, what services consumers are purchasing and how much consumers are charged. In addition, the Federal Trade Commission, or FTC, has been asked to regulate how mobile marketers can use consumers’ personal information. Consumer advocates claim that many consumers do not know when their information is being collected from cell phones and how such information is retained, used and shared with other companies. Consumer groups have asked the FTC to: identify practices that may compromise privacy and consumer welfare; examine opt-in procedures to ensure consumers are aware of what data is at issue and how it will be used; investigate marketing tactics that target children; and create policies to halt abusive practices. The FTC has expressed interest in the mobile environment and services that collect sensitive data, such as location-based information.

 

The principal laws and regulations that pertain to us and our customers in connection with their utilization of our platform, include:

 

    Deceptive Trade Practice Law in the U.S. The FTC and state attorneys general are given broad powers by legislatures to curb unfair and deceptive trade practices. These laws and regulations apply to mobile marketing campaigns and behavioral advertising. The general guideline is that all material terms and conditions of the offer must be “clearly and conspicuously” disclosed to the consumer prior to the buying decision. The balancing of the desire to capture a potential customer’s attention, while providing adequate disclosure, can be challenging in the mobile context due to the lack of screen space available to provide required disclosures.
  Behavioral Advertising. Behavioral advertising is a technique used by online publishers and advertisers to increase the effectiveness of their campaigns. Behavioral advertising uses information collected from an individual’s web-browsing behavior, such as the pages they have visited or the searches they have made, to select which advertisements to display to that individual. This data can be valuable for online marketers looking to personalize advertising initiatives or to provide geo-tags through mobile devices. Many businesses adhere to industry self-governing principles, including an opt-out regime whereby information may be collected until an individual indicates that he or she no longer agrees to have this information collected. The FTC is considering regulations in this area, which may include implementation of a more rigorous opt-in regime. An opt-in policy would prohibit businesses from collecting and using information from individuals who have not voluntarily consented. Among other things, the implementation of an opt-in regime could require substantial technical support and negatively impact the market for our mobile advertising products and services. A few states have also introduced bills in recent years that would restrict behavioral advertising within the state. These bills would likely have the practical effect of regulating behavioral advertising nationwide because of the difficulties behind implementing state-specific policies or identifying the location of a consumer. There have also been a large number of class action suits filed against companies engaged in behavioral advertising.
  Behavioral Advertising-Privacy Regulation. Our business is affected by U.S. federal and state laws and regulations governing the collection, use, retention, sharing and security of data that we receive from and about our users. In recent years, regulation has focused on the collection, use, disclosure and security of information that may be used to identify or that actually identifies an individual, such as an Internet Protocol address or a name. Although the mobile and Internet advertising privacy practices are currently largely self-regulated in the U.S., the FTC has conducted numerous discussions on this subject and suggested that more rigorous privacy regulation is appropriate, including regulation of non-personally identifiable information which could, with other information, be used to identify an individual.
    Marketing-Privacy Regulation. In addition, there are U.S. federal and state laws that govern SMS and telecommunications-based marketing, generally requiring senders to transmit messages (including those sent to mobile devices) only to recipients who have specifically consented to receiving such messages. U.S. federal laws also govern e-mail marketing, generally imposing an opt-out requirement for emails sent within an existing business relationship.

 

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    SMS and Location-Based Marketing Best Practices and Guidelines. We are a member of the Mobile Marketing Association, or MMA, a global association of 700 agencies, advertisers, mobile device manufacturers, wireless operators and service providers and others interested in the potential of marketing via the mobile channel. The MMA has published a code of conduct and best practices guidelines for use by those involved in mobile messaging activities. The guidelines were developed by a collaboration of the major carriers and they require adherence to them as a condition of service. We voluntarily comply with the MMA code of conduct. In addition, the Cellular Telephone Industry Association, or CTIA, has developed Best Practices and Guidelines to promote and protect user privacy regarding location-based services. We also voluntarily comply with those guidelines, which generally require notice and user consent for delivery of location-based services.
    The United States Telephone Consumer Protection Act. The TCPA prohibits unsolicited voice and text calls to cell phones through the use of an automatic telephone-dialing system (ATDS) unless the recipient has given prior consent. The statute also prohibits companies from initiating telephone solicitations to individuals on the national Do-Not-Call list, and restricts the hours when such messages may be sent. Violations of the TCPA can result in statutory damages of $500 per violation (i.e., for each individual text message). U.S. state laws impose additional regulations on voice and text calls. We believe that our platform does not employ an ATDS within the meaning of the TCPA based on case law construing that term.
    CAN-SPAM. The U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN SPAM Act, prohibits all commercial e-mail messages, as defined in the law, to mobile phones unless the device owner has given “express prior authorization.” Recipients of such messages must also be allowed to opt-out of receiving future messages the same way they opted-in. Senders have ten business days to honor opt-out requests. The FCC has compiled a list of domain names used by wireless service providers to which marketers may not send commercial e-mail messages. Senders have 30 days from the date the domain name is posted on the FCC site to stop sending unauthorized commercial e-mail to addresses containing the domain name. Violators are subject to fines of up to $6.0 million and up to one year in jail for some spamming activities. Carriers, the FTC, the FCC, and State Attorneys General may bring lawsuits to enforce alleged violations of the Act.
    Communications Privacy Acts. Foreign and U.S. federal and state laws impose liability for intercepting communications while in transit or accessing the contents of communications while in storage.
  Security Breach Notification Requirements. In the U.S., various states have enacted data breach notification laws, which require notification of individuals and sometimes state regulatory bodies in the event of breaches involving certain defined categories of personal information. This new trend suggests that breach notice statutes may be enacted in other jurisdictions, including by the U.S. at the federal level, as well.
    Children. The Children’s Online Privacy Protection Act prohibit the knowing collection of personal information from children under the age of 13 without verifiable parental consent, and strictly regulate the transmission of requests for personal information to such children. Other countries do not recognize the ability of children to consent to the collection of personal information. In addition, it is likely that behavioral advertising regulations will impose special restrictions on use of information collected from minors for this purpose.

 

Intellectual Property

 

Although we believe that our business methodology is proprietary in terms of how we deliver our service to our client, and how we use mobile marketing, we currently hold no patents, copyrights or trademarks. It is our plan to trademark our key products as we develop them, subject to applicable laws and regulations, however, we have not filed for any such protection as of yet. It is our policy to enter into confidentiality agreements with any outsourced sales or service providers so that our proprietary methodology, customer’s lists and business information are contractually protected, and we intend to enforce any such contractual provisions as the law allows in the event of a breach. We cannot assure you that these contractual arrangements will prevent third parties from acquiring or using our proprietary business information to compete against us.

 

IT Consulting

 

We own a minority 49% interest in Aspire Consulting, LLC.

 

Aspire is headquartered in Gaithersburg, Maryland. It provides IT consulting and solution based services as a Service Disabled Veteran Owned Small Business Concern (SDVOSBC) to commercial, state and federal contractors. Aspire’s leadership and advisory board consists of executives from Cyber Security, Healthcare, Quality Management, Unified Communications and Financial Services.

 

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On December 16, 2003, the Veterans Benefits Act (the “Act”) was passed by Congress. Section 308 of the Act established a procurement program for SDVOSBCs. This procurement program provides that federal contracting officers may restrict competition to SDVOSBCs and award a sole source or set-aside contract where certain criteria are met.

 

The purpose of the procurement program is to provide procuring agencies with the authority to set acquisitions aside for exclusive competition among SDVOSBCs, as well as the authority to make sole source awards to SDVOSBCs if certain conditions are met.

 

Aspire meets the requirements of a SDVOSBC and is eligible for the procurement program. Aspire was verified as SDVOSB by U.S. Department of Veterans Affairs (VA), Center for Verification and Evaluation (CVE) on December 2, 2015. This verification allows Aspire to compete for SDVOSB set-aside contracts in both federal and state government sectors. Acceptance into the Veterans First Contracting Program within the VA System ensures legitimately owned and controlled VOSBs and SDVOSBs are able to compete for VA VOSB and SDVOSB set-aside contracts and are credited by VA’s large prime contractors for subcontract plan achievements.

 

Aspire provides cutting edge IT solutions and consulting services built on technologists and professional subject matter experts. Aspire’s services are comprised of the following:

 

IT Consulting   Application Services   Professional Services
IT Strategy & Planning   Development, Maintenance and Support   IT Service Management
IT Performance/QA/PMO   Verification and Validation   Human Capital Solutions
BPO, BPM   Information Management   Infrastructure and Development Solutions
IT Process Improvement   E-Commerce and Web Development   Managed Services
Security & Compliance        
Enterprise Architecture        

 

IT Strategy and Planning

 

Aspire helps clients navigate through strategic planning to create change and achieve corporate alignment. Its value based management methodology allows it to help clients align their decisions to business needs.

 

IT Performance and Governance

 

Aspire’s modern governance models provide a bridge for stronger relationships with IT and the client ensuring alignment with IT operational priorities. Its IT Service Management (ITIL) and Business Intelligence expertise make it an ideal partner in this area.

 

BPO/IT Process Improvement

 

Aspire strives to make organizations more competitive by driving down costs and increasing performance. Its team will draw on real-world experience and deep industry best practice knowledge to help clients achieve a more effective and efficient IT organization.

 

IT Security and Compliance

 

Aspire helps to reduce IT related risk, securing client’s critical information assets, and ensuring regulatory compliance through the application of industry-leading security practices. Domain expertise across multiple industries helps Aspire to fully assess risk and ensure compliance.

 

Development and Maintenance

 

Aspire designs and develops custom software for enterprise-wide and mission-critical solutions. It supports current programs with top developers in all technologies. It has proven experience across the technology spectrum with adherence to Quality Control and Assurance standards to ensure results meet requirements.

 

Verification and Validation

 

Aspire’s QA team has vast experience making sure software systems meet specification and performance objectives. This is done independent of the client’s development, testing, and user acceptance team environments. It provides the client an unbiased approach to testing and certifies that the application does what it is intended to do. This also provides a good audit for applications working in compliant environments.

 

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Information Management

 

Aspire provides data integration, information architecture, information delivery, business intelligence and information management. It conducts business and technology assessments across each category. Aspire creates and executes an information strategy that supports the business demands for better and more comprehensive information for business decision making.

 

IT Service Management

 

Aspire designs, configures, and installs the leading business service management tools to meet the needs of its client’s environment. Experienced consultants understand both the technical nature of client applications as well as the real-world usability needs of their business.

 

Infrastructure & Development

 

Aspire designs and implements virtualized infrastructure solutions that optimize distribution and availability of IT services. This end-to-end service provides critical details for planning and design as well as best practices implementation.

 

Human Capital Solutions

 

Aspire supports on-site/off-site IT with resources across the entire SDLC spectrum. It targets Cloud, Big Data/Analytics, Mobile and Security. Aspire provides “Best of Breed” technical and IT experts to deliver cost cutting solutions.

 

Managed Services

 

Aspire provides outsourced IT service management. Specialties include - service desk, applications and database

support.

 

Business Process Outsourcing

 

Aspire provides financial, document management, electronic healthcare, human resources and procurement support. Aspire is knowledgeable in process efficiency and improvements, coupled with resource expertise with functions from assessments to post-deployment and process management support.

 

IT Outsourcing

 

Aspire provides security and risk management, business continuity planning, IT assessment, systems/networks, infrastructure, project management, agile lifecycle management and business strategy support.

 

Domain Expertise

 

Aspire provides healthcare, banking, human resources, financial services and technology expertise. It has extensive vendor experience ranging from back office support to design, testing, deployment, and optimization, highlighted by our expertise in virtualization and domain management technologies.

 

Recent Developments

 

Aspire was notified on March 1, 2017 that it has been awarded a significant 10-year government contract. Aspire is a teammate on an Indefinite Delivery/Indefinite Quantity (IDIQ) contracting vehicle. The team consists of several well-known companies serving specialty areas within Health IT.

 

The Strategic Partners Acquisition Readiness Contract (SPARC) is a cost-effective, innovative solution for procuring information technology (IT) professional services from a pool of Centers for Medicare & Medicaid Services (CMS) experienced partners. SPARC is a $25B 10-year multiple award performance-based contract. There are currently 85 teams (small and large) divided into various set-aside procurement divisions.

 

Aspire is a subcontractor to Northrop Grumman on the Social Security Administration (SSA) ITSSC2 contract which is expected to kick-off in July 2018. They are also a subcontractor to Cogent Solutions on the Veterans Affairs VECTOR program. This program has yet to begin. Aspire submitted a proposal for Maryland Consulting and Technical Services+ (CATS+). This contracting vehicle enables State government to procure IT consulting services for all its agencies. The contract notification should occur in Q4 of 2018. Aspire has two contracts pending with the state of Maryland. Details of both contracts will be made public as more information becomes available.

 

10
 

 

Employees

 

We will need to pay our management team and consultants that assist with managerial and administration efforts in the next twelve months. We have 5 employees, including a CEO, COO, VP of Sales, Lead Developer, Marketing Director and Client Success Manager. We have 5 consultants that assist with development, systems engineering, and inside sales. We recently contracted an API Engineer and Scalability Engineer to help build-out our new SMS software platform. We do not have employment agreements or written consulting agreements with any of our personnel, except for our CEO, Wais Asefi. His employment agreement obligates us to pay him $120,000 annually. In order to compensate him and all of the above managerial and administrative support, we estimate we will require and additional $100,000 in revenue in the next twelve months.

 

We intend to hire sales personnel to help grow our business. Our anticipated sales force will work in teams of two. There will be a position for LDR (Lead Development & Research), who is responsible for originating new leads and converting those leads into scheduled appointments for an AR (Account Representative), who will perform an online demo overview about our company and the services we offer. We expect to pay an LDR $25,000 annually and the AE $30,000 annually.

 

We hope to eventually have a team in place for each our targeted customer groups, which are as follows:

 

    Lifestyle: salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc.
  Entertainment: golf, comedy, bars & nightclubs, casinos, bowling, etc.
  Food & restaurant: QSR and restaurant style
  Retail: automotive, clothing, apparel, car washes
  Marketing: digital marketing and Investor Relation (IR) firms

 

As we continue to grow, sales teams will be added in each targeted customer group according to geographic region.

 

From our past experience, one team should be able to reach out to 1,600 contacts, and yield 60 demos per month. With this forecast, which is really just an estimate, one team could generate $6,000 in new sales per month. We hope to hire 2 teams for a total of $100,000 in the next twelve months.

 

We will have one VP of Sales over teams and more may be added as our company grows and our geographical customer base expands. The VP of Sales is responsible for leading and developing the sales team, organizing and assigning industry specifics and regions and working hand in hand with current and new partners for sustained growth. We have one VP of Sales already in place.

 

Item 1A. Risk Factors

 

For our mobile marketing business, see risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed on April 15, 2015.

 

For our interest in Aspire Consulting Group, LLC, see risk factors included in our Current Report on Form 8-K filed on January 1, 2016.

 

Item 2. Properties

 

We currently do not own any real property. Our principal executive office is located at 1940 Contra Costa Blvd. Pleasant Hill, CA 94523. We currently lease our executive offices at $2,000 per month.

 

11
 

 

Item 3. Legal Proceedings

 

We issued a Current Report on Form 8-K on March 6, 2017 regarding hiring the law firm Ellsworth Young LLP to vigorously protect us against abusive lending practices. In 2017, we had several cases concerning convertible promissory notes:

 

JSJ Investments, Inc. vs. Textmunication Holdings, Inc.

95th District Court of Dallas County, Texas

Filed on 2/7/2017

Case: DC-17-01404

 

On May 24, 2017, our company and JSJ Investments Inc. (“JSJ”) entered into a Final Settlement Agreement. Pursuant to the Settlement Agreement, the parties agreed to execute an amendment to the 12% convertible promissory note, which allowed JSJ to convert the note’s outstanding balance and accrued interest of $53,280.57 into a fixed 262,500,000 shares of our common stock.

 

Auctus Fund vs. Textmunication Holdings, Inc.

United States District Court – District of Massachusetts

Filed on 3/24/2017

Case 1:17-cv-10504

 

On July 3, 2017, our company and Auctus Fund entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”). Pursuant to the Settlement Agreement, we agreed to issue 550,000,000 shares of our common stock with a 5-month Leak-Out Agreement to Auctus Fund.

 

Textmunication Holdings, Inc. vs. Carebourn Capital.

United States District Court – District of Nevada

Filed on 4/5/2017

Case 2:17-cv-00968-JAD-VCF

 

On October 3, 2017, our company and Carebourn Capital agreed to settle all the outstanding principal, interest, and penalties owed under the Note for an issuance of an aggregate total of 70,000,000 shares of its common stock.

 

Textmunication vs. Lester Einhaus

Eighth Judicial District Court of Clark County, NV

Filed on 4/10/2017

Case: A-17-753743-C

This case was dismissed in October 2017.

 

As of December 31, 2017, all litigation has been resolved except for the following case:

 

Lester Einhaus vs. Textmunication

United States District Court – Northern District

Filed on 6/14/2017

Case: 1:17-cv-04478

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is quoted under the symbol “TXHD” on the OTCPink operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

The following tables set forth the range of high and low bid prices for our common stock for the each of the periods indicated as reported by the OTCPink. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

12
 

 

Fiscal Year Ending December 31, 2017 
Quarter Ended    High $    Low $ 
December 31, 2017    .001    .0001 
September 30, 2017    .001    .0003 
June 30, 2017    .0057    .0007 
March 31, 2017    .0094    .0005 

 

Fiscal Year Ending December 31, 2016 
Quarter Ended    High $    Low $ 
December 31, 2016    .0183    .0006 
September 30, 2016    .073    .016 
June 30, 2016    .1049    .0199 
March 31, 2016    .1309    .020 

 

On June 14, the last sales price per share of our common stock on the OTCPink was $0.0002.

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Holders of Our Common Stock

 

As of June 14, 2018, we had 3,975,519,454 shares of our common stock issued and outstanding, held by 93 shareholders of record, other than those held in street name.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1. we would not be able to pay our debts as they become due in the usual course of business, or;
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

13
 

 

Recent Sales of Unregistered Securities

 

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 

During the year ended December 31, 2017, we issued 1,710,458,945 shares of common stock for the partial conversion and settlements of $857,717.

 

During the year ended December 31, 2017, we issued 305,688,000 shares of common stock valued at $120,555 for the settlement of debt.

 

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We have no equity compensation plans.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Results of Operations for the Years Ended December 31, 2017 and 2016

 

Revenues

 

For the year ended December 31, 2017, we earned revenues in the amount of $943,739, as compared with revenues of $458,271 for the year ended December 31, 2016. The increase in revenues for 2017 over 2016 is due to more customer accounts achieved from a change in our pricing model to become more competitive. We expect to achieve greater revenues for the rest of 2018 over 2017.

 

Cost of Sales

 

Cost of sales was $317,336 and $103,085 for the years ended December 31, 2017 and 2016, respectively. Our cost of sales increased for 2017 compared with the 2016 and was mainly attributable to increased cost of services related to servers and SMS messaging. We expect a similar or increased cost of sales for 2018.

 

Operating Expenses

 

Our operating expenses were $7,175,163 for the year ended December 31, 2017, as compared with $1,265,810 for the year ended December 31, 2016. The main reason for our increased operating expenses in 2017 was a result of stock-based compensation to our CEO, Wais Asefi.

 

14
 

 

We expect that our operating expenses in 2018 will resemble 2017, provided that we do not have to issue stock for services, which was the main reason for our increased expenses in 2017. Given our lack of operating capital, we have been forced to issue shares for services rendered to the company. We hope that increase revenues will lessen that trend for 2018 and beyond.

 

Other Expenses

 

We had other expenses of $1,098,734 for the year ended December 31, 2017 and other expenses of $2,431,697 for the same period ended December 31, 2016. Other expenses for 2017 consisted of $850,753 in the loss on change of derivative liabilities, $188,549 in amortization of debt discount, $37,561 in a gain on settlement of notes payable and $96,993 in interest expenses. Other expenses for 2016 consisted of $1,377,637 in the loss on change of derivative liabilities, $610,951 in amortization of debt discount, $300,016 in the loss on settlement of notes payable and $143,093 in interest expenses.

 

Net Loss

 

We had a net loss of $7,649,220 for the year ended December 31, 2017, as compared with net loss of $3,323,926 for the year ended December 31, 2016.

 

Liquidity and Capital Resources

 

As of December 31, 2017, we had total current assets of $13,007. Our total current liabilities as of December 31, 2017 were $983,740. We had a working capital deficit of $970,733 as of December 31, 2017.

 

Cash flows from Operating Activities

 

Operating activities used $145,719 in cash the year ended December 31, 2017, as compared with $433,283 for the year ended December 31, 2016. Our net loss of $7,649,220 was the main component of our negative operating cash flow, offset mainly by stock-based compensation of $6,115,100.

 

Cash flows from Financing Activities

 

Cash flows provided by financing activities during the year ended December 31, 2017 amounted to $201,106, as compared with $347,818 for the year ended December 31, 2016. Our positive cash flow in 2017 consisted mostly of proceeds from the sale of convertible promissory notes, offset by payments on loans payable.

 

Our optimum level of growth for success will be achieved if we are able to raise $250,000 in the next twelve months. However, funds are difficult to raise in today’s economic environment. If we are unable to raise $250,000 our ability to implement our business plan and achieve our goals will be significantly diminished.

 

We have experienced a history of losses. With our revenues increasing, however, we are less reliant on outside capital as we have been in the past. We will need at a minimum $120,000 in capital to operate in the next 12 months.

 

We are dependent on investment capital to continue our survival. We have raised money through convertible debt, almost always on unfavorable terms. There is no guarantee that these small convertible loans will be available to us in the future or on terms acceptable to us.

 

We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Going Concern

 

As of December 31, 2017, we have an accumulated deficit of $15,150,240. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

15
 

 

Off Balance Sheet Arrangements

 

As of December 31, 2017, there were no off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our critical accounting policies are disclosed in Note 2 of our audited financial statements included in the Form 10-K.

 

Item 7. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

16
 

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Audited Financial Statements:

 

F-1 Report of Independent Registered Public Accounting Firm
F-2 Consolidated Balance Sheets as of December 31, 2017 and 2016
F-3 Consolidated Statements of Operations for the years ended December 31, 2017 and 2016
F-4 Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2017 and 2016
F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016
F-6 Notes to Consolidated Financial Statements

 

17
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and

Board of Directors of Textmunication Holdings, Inc.

 

Opinion on the Financial Statements

 

I have audited the accompanying consolidated balance sheets of Textmunication Holdings, Inc.(the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Basis of Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on the Company’s consolidated financial statements based on my audits. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and am required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. As part of my audits I am required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing and opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion.

 

My audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that my audits provide a reasonable basis for my opinion.

 

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

 

As discussed in Note 1 to the consolidated financial statements, the Company’s continuing operating losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 1. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

/s/ Boyle CPA, LLC

 

I have served as the Company’s auditor since 2018

 

Bayville, NJ

June 19, 2018

 

 

 

F-1
 

 

TEXTMUNICATION HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(AUDITED)

 

   December 31, 2017   December 31, 2016 
ASSETS          
Current assets          
Cash and cash equivalents  $10,158   $- 
Receivables   2,849    3,757 
Total current assets   13,007    3,757 
           
Fixed assets, net   -    305 
Software   45,229    - 
Investment in equity method investee   452,336    454,062 
           
Total assets   510,572    458,124 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $480,719   $291,731 
Due to related parties   11,750    11,750 
Loans payable   -    3,712 
Convertible notes payable, net of discount   172,230    535,464 
Derivative liability   319,041    857,795 
Total current liabilities   983,740    1,700,452 
           
Total liabilities   983,740    1,700,452 
           
Stockholders’ deficit          
           
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding   400    400 
Series B - Preferred stock, 66,667 shares authorized, $0.0001 par value, 66,667 issued and outstanding   7    7 
Series C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value, 2,000,000 and zero issued and outstanding as of December 31, 2017 and 2016, respectively.   200    - 
Common stock; $0.0001 par value; 250,000,000 shares authorized; 2,435,179 and 199,403 shares issued and outstanding as of December 31, 2017 and 2016, respectively.   244    20 
Additional paid-in capital   14,676,221    6,258,265 
Accumulated deficit   (15,150,240)   (7,501,020)
Total stockholders’ deficit   (473,168)   (1,242,328)
           
Total liabilities and stockholders’ deficit  $510,572   $458,124 

 

F-2
 

 

TEXTMUNICATION HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(AUDITED)

 

   The Year Ended 
   December 31, 2017   December 31, 2016 
         
Sales  $943,739   $458,271 
           
Cost of revenues   317,336    103,085 
           
Gross profit   626,403    355,186 
           
Operating expenses          
Officer Compensation   6,345,166    81,846 
General and administrative expenses   829,997    1,183,964 
Total operating expenses   7,175,163    1,265,810 
           
Loss from operations   (6,548,760)   (910,624)
           
Other expense          
Interest expense   (96,993)   (143,093)
Loss on change of derivative liability   (850,753)   (1,377,637)
Amortization of debt discount   (188,549)   (610,951)
Gain (loss) on settlement of notes payable   37,561    (300,016)
Total other expense   (1,098,734)   (2,431,697)
           
Income (loss) from investment in equity method investee   (1,726)   18,395 
           
Net income (loss)  $(7,649,220)  $(3,323,926)
          
Basic weighted average common shares outstanding       1,794,897          132,006   
Net loss per common share: basic and diluted  $(4.26)  $(25.18)

 

F-3
 

 

TEXTMUNICATION, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(AUDITED)

 

   Preferred stock   Preferred stock - Series B   Preferred stock - Series C   Common Stock   Additional   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Paid-in Capital   Deficit   Deficit 
Balance, December 31, 2015   4,000,000    400    -    -    -    -    109,543    11    3,075,765    (4,177,094)   (1,100,918)
                                                        
Preferred stock issued for investment in Aspire             66,667    7    -    -              459,995         460,002 
Settlement of derivative liability                                           1,573,238         1,573,238 
Contributed capital                                           35,277         35,277 
Stock issued to settle notes payable                                 141,260    14    635,285         635,299 
Stock issued for services                                 8,000    1    478,699         478,700 
Shares returned for services                                 (59,400)   (6)   6         - 
Net loss                                                (3,323,926)   (3,323,926)
Balance, December 31, 2016   4,000,000    400    66,667    7    -    -    199,403    20    6,258,265    (7,501,020)   (1,242,328)
                                                        
Stock issued to settle notes payable                                 1,608,879    161    921,857         922,018 
Stock issued to settle debt                                 299,397    30    109,541         109,571 
Shares issued for services                                 2,077,500    208    6,114,892         6,115,100 
Conversion of common stock to preferred                       2,000,000    200    (1,750,000)   (175)   (25)        - 
Settlement of derivative liability                                           1,271,691         1,271,691 
Net loss                                                (7,649,220)   (7,649,220)
                                                        
Balance, December 31, 2017   4,000,000    400    66,667    7    2,000,000    200    2,435,179    244    14,676,221    (15,150,240)   (473,168)

 

F-4
 

 

TEXTMUNICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AUDITED)

 

   The Years Ended 
   December 31, 2017   December 31, 2016 
Cash Flows from Operating Activities          
Net loss   (7,649,220)  $(3,323,926)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Amortization of debt discount   188,549    610,951 
Loss on derivative liability   850,753    1,377,637 
Non cash interest expense   81,272      
Depreciation   304    725 
Share based compensation   6,115,100    478,700 
Loss on the settlement of debt   (37,561)   300,016 
Income from equity method investee   1,726    (18,395)
Changes in assets and liabilities          
Receivables   908    (696)
Accounts payable and accrued expenses   302,450    141,705 
Prepaid expenses   -      
Net cash used in operating activities   (145,719)   (433,283)
           
Capitalization of software cost   (45,229)   24,335 
Net cash provided by investing activities   (45,229)   24,335 
           
Cash Flows from Financing Activities          
Contributed capital   -    35,277 
Proceeds on loans payable   11,500    31,200 
Payments on loans payable   (15,212)   (125,922)
Proceeds from convertible notes payable   204,818    468,550 
Payments on convertible notes payable   -    (61,287)
Net cash provided by financing activities   201,106    347,818 
           
Net increase in cash   10,158    (61,130)
           
Cash, beginning of period   -    61,130 
           
Cash, end of period  $10,158   $- 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for tax  $-   $- 
           
Non-Cash investing and financing transactions          
Conversion of debt for common stock  $109,571   $- 
Conversion of convertible notes payable  $922,018   $- 
Settlement of derivative liability  $1,271,691   $- 

 

F-5
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN

 

The Company

 

Textmunication Holdings, Inc. (Company) was incorporated on May 13, 2010 under the laws of the State of California. Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting in to keywords designated to the merchant’s keywords.

 

On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication Holdings (Holdings). a Nevada corporation, whereby the sole shareholder of the Company received 65,640 (post split) new shares of common stock of Holdings in exchange for 100% of the Company’s issued and outstanding shares.

 

Basis of Presentation

 

Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2017 and 2016. The accompanying consolidated financial statements include the accounts of Textmunication Holdings, Inc. and its wholly owned subsidiary, Textmunication, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 

We have summarized our most significant accounting policies.

 

Going concern

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2017, the Company has incurred continuing operating losses and had an accumulated deficit of $15,150,240. The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Cash

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2017 and 2016 no cash balances exceeded the federally insured limit.

 

F-6
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2017, and 2016 the allowance for doubtful accounts was $0 and bad debt expense of $0 and $0, respectively.

 

Revenue Recognition

 

We recognize revenue in accordance with Accounting Standards Codification, or (“ASC”), 605, Revenue Recognition. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured.

 

Thus, we recognize subscription revenue on a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual basis, at the customer’s option.

 

Fair Value of Financial Instruments

 

The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value.

 

F-7
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017:

 

   Level 1   Level 2   Level 3   Total 
Liabilities                    
Derivative Financial Instruments  $   $   $319,041   $319,041 

 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016:

 

   Level 1   Level 2   Level 3   Total 
Liabilities                    
Derivative Financial Instruments  $   $   $857,795   $857,795 

 

Net income (loss) per Common Share

 

Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

Property and equipment

 

Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. The Company recognizes uncertain tax positions when it is more likely than not the position will be sustained upon examination by the tax authorities. Interest and penalties related to uncertain income tax positions are included in Other expense. There were no uncertain tax positions at December 31, 2016 and 2017.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

F-8
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

Stock-Based Compensation

 

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

 

Software Development Costs

 

The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product.

 

The Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended.

 

For the year ended December 31, 2017 and 2016, the Company capitalized software development costs in the amount of $45,229 and $0 respectively.

 

Advertising Expenses

 

Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $26,389 and $4,598 in advertising expenses for the year ended December 31, 2017 and 2016, respectivly.

 

Recent Accounting Pronouncements

 

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations and includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. ASU 2016-08 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

F-9
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only the narrow aspects noted in Topic 606. ASU 2016-12 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09. The Company will adopt the provisions of Topic 606 effective in January 1, 2018 and does not believe the adoption of the new revenue recognition standard will have a material impact on the Company’s consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including requirements to measure most equity investments at fair value with changes in fair value recognized in net income, to perform a qualitative assessment of equity investments without readily determinable fair values, and to separately present financial assets and liabilities by measurement category and by type of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 will be effective for the Company beginning on January 1, 2018 and will be applied by means of a cumulative effect adjustment to the balance sheet, except for effects related to equity securities without readily determinable values, which will be applied prospectively. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize long-term lease arrangements as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all long-term leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The amendments also require certain new quantitative and qualitative disclosures regarding leasing arrangements. ASU 2016-02 will be effective for the Company beginning on January 1, 2019. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. Management does not believe the adoption of ASU 2016-02 will have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 is effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements.

 

F-10
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting and presentation of share-based payment transactions, including the accounting for related income taxes consequences and certain classifications within the statement of cash flows. ASU 2016-09 is effective for the Company beginning on January 1, 2017. Management evaluated the impact of adopting ASU 2016-09 and determined that the new accounting standard did not have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements.

 

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements.

 

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

 

F-11
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Loans due to related parties are due on demand and have no interest. Amounts outstanding as of December 31, 2017 and 2016 was approximately $11,750 and $11,750, respectively

 

Note 4 – LOANS PAYABLE

 

As of December 31, 2017, and 201, the Company has short term loans payable of $0 and $3,712, respectively. During the years ended December 31, 2017 and 2016, the Company received proceeds of $11,500 and $31,200 and made payments of $15,212 and $125,923 respectively from certain short-term loans payable with interest rates ranging from 20%-94%. Interest recorded on the notes for the years ended December 31, 2017 and 2016 was $1,042 and $25,515, respectively.

 

NOTE 5 - CONVERTIBLE NOTE PAYABLE

 

Convertible notes payable consists of the following:

 

   December 31, 2017   December 31, 2016 
Total convertible notes payable   214,764    637,059 
Less discounts   (42,534)   (101,595)
Convertible notes, net of discount  $172,230   $535,464 

 

On February 28, 2017, we entered into a convertible promissory note pursuant to which we borrowed $14,489. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 27, 2017. The note is convertible at any date after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the two lowest day market price of our common stock during the previous 20 days immediately preceding the conversion date.

 

On May 15, 2017, we entered into a convertible promissory note pursuant to which we borrowed $115,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 15, 2018. The note is convertible at any date after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 64% of the lowest VWAP of our common stock during the previous 18 days immediately preceding the conversion date. The Company recorded a debt discount in the amount of $115,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $166,621 and an initial loss of $51,621 based on the Black Scholes Merton pricing model.

 

Interest expense (excluding amortization of debt discount) related to the convertible notes payable as of the year ended December 31, 2017 and 2016 was $96,993 and $143,093, respectively.

 

During the year ended December 31, 2017, the Company issued 711,291 shares of common stock (post-split) for the partial conversion of $215,076 in convertible notes payable. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,271,691. The conversion of the derivative liabilities has been recorded through additional paid-in capital.

 

F-12
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

The following table presents details of the changes in the Company’s derivative liabilities associated with its convertible notes for the year ended December 31, 2017:

 

   Amount 
Balance December 31, 2015  $551,646 
Debt discount originated from derivative liabilities   501,750 
Initial loss recorded   1,563,080 
Adjustment to derivative liability due to debt conversion   (1,573,237)
Change in fair market value of derivative liabilities   (185,444)

 

Balance December 31, 2016  $857,795 
Debt discount originated from derivative liabilities   129,489 
Reclassification of derivative liability to paid-in capital due to debt conversion   (1,271,691)
Change in fair market value of derivative liabilities   850,753 
Adjustment to derivative liability due to debt settlement   (247,305)
Balance December 31, 2017  $319,041 

 

The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.

 

The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2017:

 

Fair value assumptions – derivative notes:  December 31, 2017 
Risk free interest rate   0.40-1.28%
Expected term (years)   0.01-0.159 
Expected volatility   289-377%
Expected dividends   0%

 

Settlement Agreements

 

On February 28, 2017, the Company entered into a certain settlement agreement with the holder of a certain note payable in the amount of $128,000 issued on September 8, 2015 for total proceeds of $121,755. The Company paid $21,755 cash and $100,000 of the note was purchased and assigned to a new noteholder. The difference between the original note and settlement amount of $6,245 has been recorded as a gain on settlement of notes payable as of December 31, 2017. Additionally, the new note holder agreed to forgive $50,000 of the assigned debt. The forgiven debt was recorded a gain on settlement of notes payable.

 

On June 23, 2017, the Company entered into a certain settlement agreement with the holder of a certain note payable in the amount of $237,750 issued on July 22, 2016 and a carrying amount as of the date of settlement of $249,421 including accrued interest and an associated derivative liability of $247,305 for 550,000 shares of common stock(post-split) with a fair value on the date of settlement of $495,000. The difference between the note and settlement amount of $1,726 has been recorded as a gain on settlement of notes payable.

 

F-13
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

During the year ended December 31, 2017, certain notes payable issued on February 13, 2014 and October 21, 2014 was forgiven by the noteholder. The carrying value of the notes payable and accrued interest of $32,375 was recorded a gain on settlement of notes payable.

 

During the year ended December 31, 2017, a note payable issued on April 17, 2014 was forgiven. The carrying value of the note payable of $5,000 was recorded a gain on settlement of notes payable as of December 31, 2017.

 

During the year ended December 31, 2017, the Company issued 70,000 shares of common stock (post-split) valued at $49,000 in settlement of a note payable issued on August 15, 2016. The carrying value of the note payable was $4,813 and difference between the fair value of the shares and note of $44,187 was recorded a loss on settlement of notes payable as of December 31, 2017.

 

During the year ended December 31, 2017, the Company issued 100,335 shares of common stock (post-split) valued at $82,500 in partial settlement of a note payable issued on May 15, 2017. The carrying value of the settled balance of note payable was $16,503 and difference between the fair value of the shares and note of $13,598 was recorded a loss on settlement of notes payable as of December 31, 2017.

 

NOTE 6 – INVESTMENT IN ASPIRE CONSULTING GROUP, LLC

 

On January 5, 2016, the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia limited liability company and certain members of Aspire. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire 49% of all of the issued and outstanding membership units of Aspire in exchange for the issuance of 66,667 shares of the Company’s newly created Series B Convertible Preferred Stock to the Members valued at $460,002.

 

The Company has concluded that it has the ability to exercise significant influence, but not control, over an Aspire through its acquired 49% equity interest and therefore has accounted for the acquisition of the interest under the equity method.

 

The following table presents details of the Company’s investment is Aspire as of December 31, 2017 and 2016:

 

   Amount 
Balance December 31, 2015  $- 
Fair value of shares issued for ownership 49% interest in Aspire   460,002 
Income from equity method investee   18,395 
Distributions received from Aspire   (24,335)
Balance December 31, 2016  $454,062 
Income from equity method investee   (1,726)
Balance December 31, 2017  $452,336 

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Office Lease

 

On January 6, 2015 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and expires on thirty days’ notice. Current month to month lease is for $2,000 a month. Rent expense was approximately $22,908 and $23,972 for the years ended December 31, 2017 and 2016, respectively.

 

F-14
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

Executive Employment Agreement

 

The Company has an employment agreement with the CEO/Chairman to perform duties and responsibilities as may be assigned by the Board of Directors. The base salary is in the amount of $100,000 per annum plus an annual discretionary bonus plus benefits commencing on December 17, 2013 and ending May 1, 2017 with an automatic renewal on each anniversary date (May 1) thereafter.

 

Litigations Claims and Assessments

 

September 9, 2015, the Company entered into a convertible promissory note pursuant to which we borrowed $50,000. Interest under the convertible promissory note was 8% per annum, and the principal and all accrued but unpaid interest was due on June 7, 2016. The note was convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion.

 

On February 27, 2017, the Company and the noteholder reached a settlement agreement. The first payment of $55,000 was to be wired to the noteholder on March 15, 2017. The second and final tranche of $45,000 was due no later than April 1, 2017.

 

The payments under the settlement agreement were timely made by a third party and the note was assigned to the third party. The Company and the new note holder have agreed to revise the variable conversion price in favor of a fixed $0.000125 per share conversion price.

 

On March 6, 2017, we hired the law firm Ellsworth Young LLP to vigorously protect us against abusive lending practices. We have several cases pending concerning convertible promissory notes outstanding, including the following.

 

JSJ Investments, Inc. vs. Textmunication Holdings, Inc.

95th District Court of Dallas County, Texas

Filed on 2/7/2017

Case: DC-17-01404

On May 24, 2017, our company and JSJ Investments Inc. (“JSJ”) entered into a Final Settlement Agreement. Pursuant to the Settlement Agreement, the parties agreed to execute an amendment to the 12% convertible promissory note, which allowed JSJ to convert the note’s outstanding balance and accrued interest of $53,280.57 into a fixed 262,500 (post split) shares of our common stock.

 

Auctus Fund vs. Textmunication Holdings, Inc.

United States District Court – District of Massachusetts

Filed on 3/24/2017

Case 1:17-cv-10504

On July 3, 2017, our company and Auctus Fund entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”). Pursuant to the Settlement Agreement, we agreed to issue 550,000 (post split) shares of our common stock with a 5-month Leak-Out Agreement to Auctus Fund.

 

Textmunication Holdings, Inc. vs. Carebourn Capital.

United States District Court – District of Nevada

Filed on 4/5/2017

Case 2:17-cv-00968-JAD-VCF

On October 3, 2017, our company and Carebourn Capital agreed to settle all the outstanding principal, interest, and penalties owed under the Note for an issuance of an aggregate total of 70,000 (post split) shares of its common stock.

 

F-15
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

Textmunication vs. Lester Einhaus

Eighth Judicial District Court of Clark County, NV

Filed on 4/10/2017

Case: A-17-753743-C

This case was dismissed in October 2017.

 

As of December 31, 2017, all litigation has been resolved except for the following case:

 

Lester Einhaus vs. Textmunication

United States District Court – Northern District

Filed on 6/14/2017

Case: 1:17-cv-04478

 

NOTE 8 – INCOME TAXES

 

For the year ended December 31, 2017, the cumulative net operating loss carry-forward from continuing operations is approximately $12,302,086 and will expire beginning in the year 2030.

 

The cumulative tax effect at the expected rate of 21% and 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016:

 

   2017   2016 
Deferred tax asset attributable to:          
Net operating loss carryover  $2,583,438   $1,623,745 
Valuation allowance   (2,583,438)   (1,623,745)
Net deferred tax asset  $   $ 

 

Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.

 

Note 9 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue an aggregate of 4,000,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred stock (“Series A”), 66,667 shares of Series B preferred stock (“Series B”), and 2,000,000 shares of Series C preferred stock (“Series C”) ...

 

Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held.

 

On January 5, 2016, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001. Under the Certificate of Designation, holders of Series B Convertible Preferred Stock participate on an equal basis per-share with holders of the Company’s common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Convertible Preferred Stock are not entitled to voting rights.

 

F-16
 

 

TEXTMUNICATION HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(AUDITED)

 

On May 9, 2017, the Board of Directors voted to designate a class of preferred stock entitled Series C Convertible Preferred Stock, consisting of up to 2,000,000 shares, par value $0.0001. Under the Certificate of Designation, holders of Series C Convertible Preferred Stock will participate on an equal basis per-share with holders of common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 875 votes for each share held. Holders of Series C Convertible Preferred Stock are entitled to convert each share held for 875 shares of common stock.

 

On February 16, 2017, the Company issued a total of 2,000,000 shares of our common stock (post-split) to our officer and director, Wais Asefi, as compensation for services rendered. During the year ended December 31, 2017, the officer exchanged the common shares for 2,000,000 shares of newly designated Series C Preferred stock.

 

During the year ended December 31, 2017, the Company issued 1,608,877 shares of common stock (post-split) for the partial conversion and settlements of $765,217. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,271,691. The conversion of the derivative liabilities has been recorded through additional paid-in capital.

 

During the year ended December 31, 2017, the Company issued 299,397 shares of common stock (post-split) valued at $109,571 for the settlement of debt related to a 3a10 settlement.

 

During the year ended December 31, 2017, the Company issued 77,500 shares of common stock (post-split) for services valued at $115,100.

 

During the year ended December 31, 2016, the Company issued 141,260 (post split) shares of common stock with a fair value of $635,299 for the conversion of convertible notes payable. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,573,238. The conversion of the derivative liabilities has been recorded through additional paid-in capital.

 

During the year ended December 31, 2016, the Company issued 8,000 (post split) shares of common stock valued at $478,700 for services.

 

During the year ended December 31, 2016, the Company’s CEO returned and the Company retired 59,400 (post split) shares of common stock.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Subsequent to year the Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock split. The Company financial statements have been retroactively restated to the reflect the effect of the stock split.

 

Subsequent to year end the Company, the Company entered into agreement to cancel a certain 10% note payable issued on September 22, 2015 in the amount of $15,000.

 

Subsequent to year end the Company, the Company entered into agreement to cancel a certain 8% note payable issued on September 8, 2015 in the amount of $31,126.

 

Subsequent to year end, the Company issued 892,882 shares of common stock (post-split) for the settlement of debt related to a 3a10 settlement.

 

Subsequent to year end, the Company issued 518,600 shares of common stock (post-split) for the settlement of notes payable.

 

F-17
 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

On May 15, 2018, we dismissed GBH CPAs, PC (the “Former Accountant”) as our independent registered public accounting firm and we engaged Boyle CPA, LLC (the “New Accountant”) as our independent registered public accounting firm. The engagement of the New Accountant was approved by our Board of Directors. For more information on the change in accountants, please see our Form 8-K filed with the Securities and Exchange Commission on May 21, 2018.

 

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2017. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Annual Report on Internal Control over Financing Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2017, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Item 9B. Other Information

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table sets forth the name and positions of our executive officer and director as of the date hereof.

 

Name  Age   Positions
Wais Asefi  47   President, CEO and Director
David Thielen  54   Chief Operating Officer
Nick Miniello  39   Vice President of Sales

 

Set forth below is a brief description of the background and business experience of our executive officer and director:

 

Wais Asefi

 

Wais Asefi has served as our President, CEO and Director since November 17, 2013. He served as the Chief Executive Officer and Director of Textmunication, Inc., our subsidiary, since March of 2009 to the present. From August 2008 to March 2009, he was not employed. From January 2002 until July 2008, he was the founder and CEO of Metro General Insurance, an insurance agency focusing on personal lines, life and commercial insurance products.

 

Mr. Asefi’s background and experience in the mobile marketing business support his service as a director of our company.

 

Mr. Asefi does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

David Thielen

 

David Thielen was named as COO of our company on March 1, 2017, and may be considered significant in that he is also the CEO of Apsire, a company that we have a minority interest in. His contributions to the success of Aspire is directly tied to our financial success as a shareholder of Aspire.

 

Mr. Thielen brings more than thirty-years of executive leadership, strategic management and progressive sales experience in IT Services and Healthcare.

 

Mr. Thielen worked for global Healthcare surgical manufacture, DeRoyal, for more than twenty years in sales leadership positions as Regional Manager and Area Vice President. Following his career with DeRoyal, he started a successful IT Services company. While in the Washington, D.C. market, he worked in Human Capital Management with Randstad Technologies, Alltech and ICS Nett.

 

Mr. Thielen formed Aspire with his business partner in late 2014. Aspire is a Service Disabled Veteran-Owned Small Business (SDVOSB) providing cutting-edge project-based solutions for both commercial and federal clients.

 

He will continue operating as CEO of Aspire while managing the partner relationships, sales channel and daily operations for our company. In his dual role, Mr. Thielen will continue to leverage his vast network of clients increasing partnership opportunities in Technology and Healthcare services. Mr. Thielen is a graduate of Iowa State University.

 

Mr. Thielen does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

Nick Miniello

 

Mr. Miniello has been with our company in sales, but was named VP of Sales on January 1, 2017. His sales leadership began in 2000 within the mobile wireless industry as a Regional Manager for AT&T. As Regional Manager, Mr. Miniello earned “Top Regional Manager” for two consecutive years.

 

After six years with AT&T, he shifted to the fitness industry managing ‘24 Hour Fitness’ clubs for three years taking over a struggling location. His turnaround efforts earned him the “most improved” location award in the San Francisco market.

Following nine years in the mobile and fitness space, he co-founded our company in 2009 with the goal of becoming the leading SMS provider in the health and fitness industry. Mr. Miniello’s background consists of 17 years of sales and leadership experience. He has his AA degree from Los Medanos College in the San Francisco Bay area.

 

 19 
 

 

Mr. Miniello does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

Term of Office

 

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

 

1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

 

2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

 

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii. Engaging in any type of business practice; or

 

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4. Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

 

5. Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 20 
 

 

7. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i. Any Federal or State securities or commodities law or regulation; or

 

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Audit Committee

 

We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

 

We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

 

For the fiscal year ending December 31, 2017, the board of directors:

 

  1. Reviewed and discussed the audited financial statements with management, and
  2. Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

 

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2017 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2017, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2017:

 

Name and principal position 

Number of

late reports

  

Transactions
not
timely
reported

  

Known
failures to
file a
required

form

 
Wais Asefi
CEO, CFO & Director
   0    0    0 
Rajan Natarajan
Director
   0    0    0 
David Thielen
COO
   0    0    0 
Nick Miniello   0    0    0 

 

 21 
 

 

Code of Ethics

 

As of December 31, 2017, we had not adopted a Code of Ethics. We feel that the small size of our board and management did not warrant the adoption of a Code of Ethics.

 

Item 11. Executive Compensation

 

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2017 and 2016.

 

Name and principal
position
  Year   Salary ($)   Bonus
($)
   Stock
Awards
($)
   Option
Awards
($)
   All Other
Compensation
($) (1)(2)
   Total
($)
 
Wais Asefi     2017    120,000    -    6,000,000    -    -    6,120,000 
CEO, Director   2016    110,000    2,000    -    -    -    112,000 
                                    
David Thielen    2017    60,000    -    -    -    -    60,000 
COO   2016    N/A    N/A    N/A    N/A    N/A    N/A 
                                    
Nick Miniello     2017    72,000    -    -    -    -    72,000 
SVP of Sales   2016    N/A    N/A    N/A    N/A    N/A    N/A 

 

Narrative to Summary Compensation Table

 

Mr. Asefi was appointed as our President, CEO and director on November 17, 2013. Mr. Asefi was paid $40,000 in 2012 and $60,000 in 2013 by our wholly-owned subsidiary, Textmunication, Inc. He signed an employment agreement on December 17, 2013 with Textmunication, Inc. to serve as CEO and Chairman and will receive an annual salary of $120,000 and is eligible for bonuses as determined by the Board, and other benefits, such as paid vacation, retirement benefits and life insurance as established by the company. Under the agreement, he also received an $800 per month allowance for an automobile for personal and professional use. In addition, Mr. Asefi agreed not to compete with our business for 3 years and not to solicit employees or customers of our company for a period of twelve months. The agreement has a term until May 1, 2017 but automatically renews for an additional year unless either party provides a notice of termination 90 days prior to scheduled termination. There are provisions that provide for termination for cause and resignation for good reason. We will be required to pay Mr. Asefi severance as provided under the agreement.

 

We have no other employment agreements with our executive officers.

 

On March 1, 2017, we appointed David Thielen as of Chief Operating Officer. We have an employment agreement with Mr. Thielen. He is CEO of Aspire in which we own a 49% equity interest. We pay Mr. Thielen an annual salary of $60,000.

 

On January 1, 2017, we appointed Nick Miniello as Vice President of Sales. We have an employment agreement with Mr. Miniello. He has not had any material interest in our company in the last two fiscal years. We pay him an annual salary of $72,000.

 

Outstanding Equity Awards at Fiscal Year End

 

As at December 31, 2017 we did not have any outstanding equity awards.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of June 14, 2018, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group. Unless otherwise stated, the address for each beneficial owner is at 1940 Contra Costa Blvd. Pleasant Hill, CA 94523.

 

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Name and Address of Beneficial Owner  Common Stock   Series A Preferred Stock   Series C Preferred Stock 
   Number of Shares Owned   Percent of Class(2)(3)   Number of Shares Owned   Percent of Class(2)(3)   Number of Shares Owned   Percent of Class(2)(3) 
Wais Asefi   

2,004,000,000

(1)   50%   4,000,000    100%   2,000,000    100%
David Thielen   -    -    -    -    -    - 
Nick Miniello   -    -    -    -    -    - 
All Directors and Executive Officers as a Group (3 persons)   

2,004,000,000

(1)   50%   4,000,000    100%   2,000,000    100%
5% Holders                              
NONE                              

 

  (1) Includes 250,000,000 shares of common stock, 4,000,000 shares of Series A Preferred Stock that may convert into 4,000,000 shares of common stock, and 2,000,000 shares of Series C Preferred Stock that may convert into 1,750,000,000 shares of common stock.
  (2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.
  (3) The percent of class is based on 3,975,519,454 shares of common stock outstanding, 4,000,000 shares of Series A Preferred Stock outstanding and 1,750,000 shares of Series C Preferred Stock outstanding as of June 14, 2018.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Aside from that which is disclosed in “Executive Compensation,” none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction for the last two fiscal years or in any presently proposed transaction which, in either case, has or will materially affect us.

 

Item 14. Principal Accounting Fees and Services

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

 

Financial Statements for
the
Year Ended December 31
   Audit Services   Audit Related Fees   Tax Fees   Other Fees 
2016   $32,000   $0   $0   $0 
2017   $23,000   $0   $0   $0 

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b) Exhibits

 

Exhibit Number   Description
3.1   Articles of Incorporation, as amended (1)
3.2   Bylaws, as amended (1)
3.3   Certificate of Change(1)
31.1   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  1 Incorporated by reference to the Registration Statement on Form S-1 filed on June 6, 2014.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Textmunication Holdings, Inc.  
     
By: /s/ Wais Asefi  
 

Wais Asefi

President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 
     
  June 20, 2018  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ Wais Asefi  
  Wais Asefi  
 

President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 
     
  June 20, 2018  

 

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