Current Report Filing (8-k)
February 21 2017 - 1:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 16, 2017
Textmunication
Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
925-777-2111
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(Former
name or former address, if changed since last report)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
On
February 16, 2017, we issued a total of 2,000,000,000 shares of our common stock to our officer and director, Wais Asefi, as compensation
for services rendered.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented
his intention to acquire the securities for investment only and not with a view towards distribution. The investor was 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.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.01 Changes in Control of Registrant
The
disclosures set forth in Item 3.02 is incorporated by reference into this Item 5.01.
As
a result of the issuance to Wais Asefi, a change in control has occurred. He now owns a majority of our outstanding common stock.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
disclosures set forth in Item 3.02 are incorporated by reference into this Item 5.02.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Textmunication
Holdings, Inc.
/s/
Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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Date:
February 21, 2017
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