FORM 8-K

 

 

 

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): March 11, 2015

 

Textmunication Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-196598   58-1588291
(State or other jurisdiction   (Commission   (I.R.S. Employer

of incorporation)

  File Number)   Identification No.)

 

1940 Contra Costa Blvd. Pleasant Hill, CA

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

 

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 March 11, 2015, Textmunication Holdings, Inc. (the “Registrant” or the “Company”) dismissed Malone Bailey, LLP (“Malone”) as the Registrant’s independent registered public accounting firm. Malone did not prepare a report on the Company’s financial statements.

 

During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended March 11, 2015, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with Malone on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

 

During the years ended December 31, 2013 and 2012 and through March 11, 2015, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K).

 

The Company provided Malone 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 Malone is attached hereto as Exhibit 16.1

 

New independent registered public accounting firm

 

On March 11, 2015 (the “Engagement Date”), the Company engaged RBSM LLP (“RBSM”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2014. The decision to engage RBSM 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 RBSM 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 Malone Bailey, LLP

 

 
 

 

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: March 11, 2015 By: /s/ Wais Asefi
  Name: Wais Asefi
  Title : Chief Executive Officer

 

 
 

EXHIBIT 16.1

 

 

 

March 11, 2015

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Ladies and Gentlemen:

 

We have read Item 4.01 of the Form 8-K dated on or about March 11, 2015, of Textmunication Holdings, Inc. and are in agreement with the statements contained therein inasmuch as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

/s/ MaloneBailey, LLP  
Houston, Texas