UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): February 2, 2015

 

Textmunication Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-196598   58-1588291

(State or other jurisdiction
of incorporation)

  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

1940 Contra Costa Blvd. Pleasant Hill, CA

  94523
(Address of principal executive offices)   (Zip Code)

 

925-777-2111
(Registrant’s telephone number, including area code)
 
 
(Former name if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

Previous independent registered public accounting firm

 

On February 2, 2015, Textmunication Holdings, Inc. (the “Registrant” or the “Company”) was notified by L.L. Bradford & Company, LLC (“Bradford”) that the firm resigned as the Registrant’s independent registered public accounting firm. Except as noted in the paragraph immediately below, the report of Bradford on the Company’s financial statements for the years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

 

The report of Bradford on the Company’s financial statements as of and for the years ended December 31, 2013 and 2012 contained explanatory paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has negative working capital that raises doubt about its ability to continue as a going concern.

 

During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended February 2, 2015, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with Bradford on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Bradford’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.

 

During the years ended December 31, 2013 and 2012 and through February 2, 2015, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended September 30, 2014, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

 

1.The Company does not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2014. Management evaluated the impact of the Company’s failure to have written documentation of its internal controls and procedures on its assessment of its disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2.The Company does not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of its failure to have segregation of duties on its assessment of its disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

3.Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs the Company’s employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Company’s Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

 

Other than as disclosed above, there were no reportable events during the fiscal years ended December 31, 2013 and 2012, and through the interim period ended February 2, 2015. The Company’s Board of Directors discussed the subject matter of each reportable event with Bradford. The Company authorized Bradford to respond fully and without limitation to all requests of any new independent registered public accounting firm that may be retained by the Company concerning all matters related to the audited period by Bradford, including with respect to the subject matter of each reportable event.

 

The Company provided Bradford with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

 

 
 

 

A copy of the letter from Bradford is attached hereto as Exhibit 16.1

 

New independent registered public accounting firm

 

On February 9, 2015 (the “Engagement Date”), the Company engaged Malone Bailey, LLP (“Malone”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2014. The decision to engage Malone as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Malone regarding either:

 

1.the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 

2.any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits

 

(a)   Financial statements of businesses acquired.

 

Not applicable

 

(b)   Pro forma financial information.

 

Not applicable

 

(c)   Shell company transactions.

 

Not applicable

 

(d)   Exhibits

 

Exhibit No.   Description of Exhibit
     
16.1   Letter from L.L. Bradford & Company, LLC

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Textmunication Holdings, Inc.
   
Dated: February 11, 2015 By: /s/ Wais Asefi
  Name: Wais Asefi
  Title: Chief Executive Officer

 

 
 

EXHIBIT 16.1

 

EXHIBIT 16.1

 

LL BRADFORD & COMPANY, LLC

Sugar Land, Texas

 

February 9, 2015

 

Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561

 

Dear Sirs/Madams:

 

We have read Item 4.01 of Textmunication Holdings, Inc. (the “Company”) Form 8-K dated February 9, 2015, and are in agreement with the statements relating only to L.L. Bradford & Company, LLC contained therein. We have no basis to agree or disagree with other statements of the Company contained therein.

 

Very truly yours,  
   
/s/ L.L. BRADFORD & COMPANY, LLC  
   
LL Bradford & Company, LLC  
Sugar Land, Texas