Textmunications Holdings, Inc.

1940 Contra Costa Boulevard

Pleasent Hill, CA, 84523

  

October 7, 2014

 

Via EDGAR

 

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

 

Attention: Maryse Mills-Apenteng

 

Re: Textmunication Holdings, Inc.

Amendment No. 3 to Registration Statement of Form S-1

Filed September 18, 2014

File No. 333-196598

 

Dear Mr. Mills-Apenteng:

 

I write on behalf of Textmunication Holdings, Inc., (the “Company”) in response to Staff’s letter of October 6, 2014, by Maryse Mills-Apenteng, Special Counsel of the United States Securities and Exchange Commission (the “Commission”), regarding the above-referenced Registration Statement on Form S-1, filed September 18, 2014, (the Comment Letter”).

 

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

 

Description of Securities

 

Convertible Promissory Notes, page 18

 

1. Please file your convertible promissory notes dated May 29, 2014 and July 7, 2014 as exhibits to your registration statement. Additionally, include a discussion of these notes under Recent Sales of Unregistered Securities on page II-2.

 

In response to this comment, the Company included copies of the notes in the amended registration statement and a discussion about the notes under Recent Sales of Unregistered Securities.

 

In addition, enclosed herewith please find an acknowledgement letter from the Company.

  

Sincerely,

 

/s/ Wais Asefi  

Wais Asefi

 

Enclosure (Acknowledgment by the Company)

 

 

Textmunication Holdings, Inc.

1940 Contra Costa Boulevard

Pleasent Hill, CA, USA 94523

 

Via EDGAR

 

October 7, 2014

 

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

 

Attn: Maryse Mills-Apenteng, Special Counsel

 

Re: Textmunication Holdings, Inc.

Amendment No. 3 to Registration Statement of Form S-1

Filed September 18, 2014

File No. 333-196598

 

Dear Mr. Mills-Apenteng:

 

In connection with the Company’s response to the United States Securities and Exchange Commission’s (the “Commission”) comments in a letter dated October 6, 2014 by Maryse Mills-Apenteng, Special Counsel of the Commission’s Division of Corporate Finance, this correspondence shall serve as acknowledgment by the Company of the following:

 

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Textmunication Holdings, Inc.

  

  /s/ Wais Asefi  
By: Wais Asefi  
  Chief Executive Officer