Textmunication Holdings, Inc. (Form: S-1, Received: 06/09/2014 08:13:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Textmunications Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada				58-1588291
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1940 Contra Costa Blvd

Pleasant Hill, CA 94523

925-777-2111

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cane Clark Agency, LLC

3273 E. Warm Springs, Rd.

Las Vegas, NV

702-312-6255

(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Maximum Offering Price Per Share (2)		Maximum Aggregate Offering Price (2)		Amount of Registration Fee(2)
Primary Offering
Units, each consisting of one share of common stock, par value $0.001 per share and one warrant to purchase one share of common stock, par value $0.001 per share		10,000,000	$	0.10	$	1,000,000	$	128.80
Common Stock included in the Units		-		-		-		-
Warrants included in the Units		-		-		-		-
Common Stock underlying the Warrants included in the Units		10,000,000	$	0.25	$	2,500,000	$	322.00
Secondary Offering
Equity Line Common Stock		10,000,000	$	0.10	$	1,000,000	$	128.80
Common Stock		750,000	$	0.10	$	75,000	$	9.66
Common Stock underlying Convertible Promissory Notes		20,349,305	$	0.10	$	2,034,931	$	262.10
Common Stock underlying Warrants		1,250,000	$	0.125	$	156,250	$	20.12
Total							$	871.48

(1)

Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (g) of the Securities Act.

The Registrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such 2 date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

COPIES OF COMMUNICATIONS TO:

Scott Doney, Esq.

3273 E. Warm Springs, Rd.

Las Vegas, NV 89120

Ph: (702) 312-6255

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EXPLANATORY NOTE

This Registration Statement on Form S-1 (the “Registration Statement”) is being filed to register the sale of up to 10,000,000 Units at a fixed price of $0.10 per share in a direct offering (the “Primary Offering”) and the sale by the selling security holders of up to 32,349,305 common shares (the “Secondary Offering”) at a price of $0.10 per share or at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. See “Plan of Distribution” contained in the prospectus.

We will only receive proceeds under the Primary Offering and we will not receive any proceeds from the sale of shares in the Secondary Offering, unless we put under an equity line or warrant holders exercise warrants. See “Use of Proceeds,” “Plan of Distribution and Determination of Offering Price” and “Dilution” in contained in the prospectus.

This Registration Statement contains only one prospectus and such prospectus will be the sole prospectus for the Primary Offering and the Secondary Offering.

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SUBJECT TO COMPLETION, June 3, 2014

The information contained in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission (the “SEC”) is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

TEXTMUNICATIONS HOLDINGS, INC.

PROSPECTUS

10,000,000 UNITS

32,349,305 COMMON SHARES

We are offering up to 10,000,000 Units in a direct offering (the “Primary Offering”). Each Unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $0.25 per share. The warrants expire on December 31, 2017. Units will not be issued or certificated. The shares of common stock and warrants are immediately separable and will be issued separately, but will be purchased together in this Offering. The Units will be offered at a fixed price of $0.10 per Unit for the duration of the Primary Offering, even if our stock price in the market reflects differently. There is no minimum number of Units that must be sold by us for the Primary Offering to proceed and there is no assurance that we will sell any Units under the Primary Offering. We will retain the proceeds from the sale of any of the offered Units. The Units to be sold by us will be sold on our behalf by our President, Wais Asefi, on a best efforts basis. Mr. Asefi will not receive any commission on proceeds from the sale of our common shares on our behalf. See “Plan of Distribution and Determination of Offering Price.”

The selling security holders named in this prospectus are offering 32,349,305 common shares (the “Secondary Offering”), which includes 10,000,000 shares of common stock that we may put under a Standby Equity Distribution Agreement, 750,000 shares of common stock, 20,349,305 shares of common stock underlying convertible promissory notes and 1,250,000 shares of common stock underlying warrants, all discussed elsewhere in this Prospectus. We will not receive any proceeds from the sale of shares being sold by selling security holders. We anticipate, however, receiving up to $1,000,000 gross proceeds pursuant to the Standby Equity Distribution Agreement. The maximum amount we can receive is dependent on the liquidity and price of our common stock, and could in all likelihood be less than $1,000,000. We also may receive the proceeds from the warrants if exercised.

The prices at which the selling security holders may sell their shares will be at a price of $0.10 per share or at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. The selling security holders may resell their shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. In addition, the selling security holders and any broker-dealers who execute sales for the selling security holders may be deemed to be an “underwriter” in connection with such sales. The selling security holders named in this prospectus will bear the costs of all commission or discounts, if any, attributable to the sale of their shares. We are bearing the costs, expenses and fees associated with the registration of the common shares in this prospectus. See “Plan of Distribution and Determination of Offering Price.”

Securities	Price per Unit/Share		Commission	Gross Proceeds
Offered by Us (Maximum)	$	0.10	None	$	1,000,000
Offered by the Selling Security Holders (Maximum)	$	0.10	None	$	3,234,930

The Primary Offering and the Secondary Offering will terminate nine months after this registration statement is declared effective by the SEC. We do not have any arrangements to place any proceeds of the offering in escrow, trust or any other similar account.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). See "Description of Business” and “Risk Factors.”

The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus titled “Risk Factors” on page 3 before buying any common shares.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This Prospectus is dated June 3, 2014

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TEXTMUNICATIONS HOLDINGS, INC.

PROSPECTUS

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SUMMARY	1

RISK FACTORS	3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11

USE OF PROCEEDS	11

SELLING SECURITY HOLDERS	12

PLAN OF DISTRIBUTION AND DETERMINATION OF OFFERING PRICE	14

DILUTION	15

DESCRIPTION OF SECURITIES	16

INTERESTS OF NAMED EXPERTS AND COUNSEL	18

OUR BUSINESS	18

PROPERTIES	21

LEGAL PROCEEDINGS	21

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	21

FINANCIAL STATEMENTS	23

MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATION	24

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	27

EXECUTIVE COMPENSATION	28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29

RELATED TRANSACTIONS	30

DIRECTOR INDEPENDENCE	30

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	30

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SUMMARY

As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our,” the “Company” and “TXHD” refers to Textmunications Holdings, Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire prospectus before making an investment decision to purchase our common shares.

About Us

We were formed in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, we were in the sales automation market and an early developer of enterprise customer management systems. We went public at the end of March of 1993. In February of 1996, we changed our name to Brock International Inc., and in March of 1998, we again changed our name to Firstwave Technologies, Inc.

In 2007, we deregistered our common stock in order to avoid the expenses of being a public company. The company reported briefly on the OTC Disclosure & News Service in 2008 but not for long. We again changed our name to FSTWV, Inc.

On October 28, 2013, we held a shareholder meeting to reincorporate our company in the State of Nevada and concurrently change our name to Textmunications Holdings, Inc. We also voted to approve a 1 for 5 reverse split of our outstanding common stock.

Following our shareholder meeting, on November 16, 2013, we entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation and Wais Asefi (its sole shareholder), whereby we issued 65,640,207 new shares of common stock in exchange for 100% of the issued and outstanding shares of Textmunication, Inc. and simultaneously the major shareholder of the company retired 1,128,041 post reverse shares (pre-split: 5,640,207) of our common stock to the company’s treasury. As a result of the SEA, we acquired Textmunications, Inc. and have assumed its business operations. We are now in the 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.

Overview of Our Business

We are engaged in the mobile marketing and loyalty space 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.

For the past 4 years, we have grown to over 800 clients in the United States, Canada and Mexico. Our goal is to achieve 15,000 clients by the fourth quarter of 2014. We hope to achieve this by expanding our focus to include more restaurants, retailers, entertainment venues and partnership opportunities, which already have a relationship with our target market to help both monetize and deliver ROI to joint clients.

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The Offering

Common Shares Offered by Us:	10,000,000 Units at a fixed price of $0.10 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase one share of Common Stock. The warrant may be exercised into one share of Common Stock at an exercise price of $0.25 per share and expires on December 31, 2017

Common Shares Offered by the Selling Security Holders:	32,349,305 common shares at a price of $0.10 per share or at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices.

Minimum Number of Common Shares To Be Sold in This Offering:	None.

Number of Shares Outstanding Before the Offering:	67,082,167 common shares are issued and outstanding as of the date of this prospectus.

Use of Proceeds:	Any proceeds that we receive from this offering will be used by us to pay for the expenses of this offering and as general working capital.

Summary Financial Information

Balance Sheet Data	As of December 31, 2013			As of March 31, 2014
Cash	$	1,416		$	2,394
Total Assets	$	9,295		$	15,156
Liabilities	$	167,869		$	213,155
Total Stockholders’ Equity (Deficit)	$	(158,574	)	$	(197,999)

Statement of Operations	For the year ended December 31, 2013			For the year ended December 31, 2012			For the Three Months Ended March 31, 2014		For the Three Months ended March 31, 2013
Revenue	$	339,533		$	246,224		$	106,832	$	110,494
Income (Loss) for the Period	$	(111,947	)	$	(25,460	)	$	(46,724)	$	12,973

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RISK FACTORS

An investment in our common shares involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common shares. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common shares, if we publicly trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Financial Condition

If we do not obtain additional financing, our business expansion plans will be delayed and we may not achieve profitable operations.

We may not realize sufficient proceeds from this Offering to further business development, or to provide adequate cash flow for planned business activities. At March, 31, 2014 we had cash on hand of $2,394 and accumulated a deficit of $212,853. We have generated revenue but we have experienced a history of losses. We expect that we will not be able to continue operations without obtaining additional funding or generating more revenues. Accordingly, we anticipate that additional funding will be needed for general administrative expenses, business development, marketing costs and support materials.

Aside from the Standby Equity Distribution Agreement, we do not currently have any arrangements for financing and our obtaining additional financing will be subject to a number of factors, including general market conditions, investor acceptance of our plan of operations and initial results from our business operations. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.

If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We have a limited operating history and may never be able to carry out our plan of operations or achieve any significant revenues or profitability. At this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.

We are subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small emerging growth company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities. Any profitability in the future from our business will be dependent upon the successful development, marketing and sales of our mobile marketing systems and future products. Accordingly, we may not be able to successfully carry out our plan of operations and any investor may lose their entire investment.

There is substantial doubt about our ability to continue as a going concern.

At March 31, 2014, we have a working capital deficit of $197,999 and an accumulated deficit of $212,853 since inception. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include general economic conditions, market acceptance of our mobile marketing systems, proposed products and competitive efforts. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. As such, our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. You should consider our independent registered public accountant’s comments when determining if an investment our company is suitable.

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Risks Related To Our Business

We operate in an immature industry and have a relatively new business model, which makes it difficult to evaluate our business and prospects.

We derive nearly all of our revenue from the sale of marketing services, which is an immature industry that has undergone rapid and dramatic changes in its short history. The industry in which we operate is characterized by rapidly changing technology, evolving industry standards, and changing user and client demands. Our business model is also evolving and is distinct from many other companies in our industry, and it may not be successful. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in an immature industry with an evolving business model such as ours. Some of these risks and uncertainties relate to our ability to:

	●	maintain and expand client relationships;
	●	sustain and increase the number of customers on behalf of our clients marketing plans;
	●	manage our expanding operations and implement and improve our operational, financial and management controls;
	●	raise capital at attractive costs, or at all;
	●	successfully expand our footprint with existing clients and enter new client arrangments;
	●	respond effectively to competition and potential negative effects of competition on profit margins;
	●	attract and retain qualified management, employees and independent service providers;
	●	successfully introduce new processes and technologies and upgrade our existing technologies and services; and
	●	respond to government regulations relating to the Internet, marketing in our client verticals, personal data protection, email, software technologies and other aspects of our business.

If we are unable to address these risks, our business, results of operations and prospects could suffer.

Our operating results may fluctuate and our future revenues and profitability are uncertain.

Our operating results have varied in the past and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside our control. These factors include the following:

	●	current global economic and financial conditions as well as their impact on e-commerce, financial services, and the communications and Internet industries;
	●	our success in direct marketing and promotional campaigns;
	●	any changes to the scope and success of marketing efforts by third-parties;
	●	market acceptance of our services by our new customers;
	●	customer renewal rates and turnover of customers of our services,
	●	continued development of our distribution channels for our products and services;
	●	the impact of price changes in our products and services or our competitors' products and services;
	●	the impact of decisions by distributors to offer competing or replacement products or modify or cease their marketing practices;
	●	the availability of alternatives to our products;
	●	seasonal fluctuations in business activity;
	●	changes in marketing expenses related to promoting and distributing our services
	●	potential attacks, including hacktivism, by nefarious actors, which could threaten the perceived reliability of our products and services;
	●	changes in policies regarding Internet administration imposed by governments or governmental authorities outside the U.S.;
	●	potential disruptions in regional registration behaviors due to catastrophic natural events or armed conflict; and
	●	changes in the level of spending for information technology-related products and services by our customers.

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Our operating expenses may increase. If an increase in our expenses is not accompanied by a corresponding increase in our revenues, our operating results will suffer, particularly as revenues from some of our services are recognized ratably over the term of the service, rather than immediately when the customer pays for them, unlike our sales and marketing expenditures, which are expensed in full when incurred. From our inception through March 31, 2014 we experienced a net loss of $212,853 from our business operations.

Due to all of the above factors, our revenues and operating results are difficult to forecast. Therefore, we believe that period-to-period comparisons of our operating results will not necessarily be meaningful, and you should not rely upon them as an indication of future performance. Also, operating results may fall below our expectations and the expectations of securities analysts or investors in one or more future periods. If this were to occur, the market price of our common stock would likely decline.

The online and mobile marketing industry is highly competitive with many diverse competitors.

Many of our competitors are better funded than we are. The technology we rely on to generate revenue is changing rapidly and we may not be able to keep up with the technological developments. We do not hold patents or have any protectable intellectual property at this time that will prevent other competitors from developing our identical products and services and thereby controlling the market share of our industry.

If we do not effectively manage our growth, our operating performance will suffer and we may lose clients.

We hope to experience, and to a certain extent have experienced, rapid growth in our operations, and we expect to experience further growth in our business, both through acquisitions and internally. This growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. In particular, continued rapid growth and acquisitions may make it more difficult for us to accomplish the following:

	●	Successfully scale our technology to accommodate a larger business and integrate acquisitions;
	●	maintain our standing with key vendors, including Internet search companies and third-party website publishers;
	●	maintain our client service standards; and
	●	develop and improve our operational, financial and management controls and maintain adequate reporting systems and procedures.

In addition, our personnel, systems, procedures and controls may be inadequate to support our future operations. The improvements required to manage our growth will require us to make significant expenditures, expand, train and manage our employee base and allocate valuable management resources. If we fail to effectively manage our growth, our operating performance will suffer and we may lose clients, key vendors and key personnel.

We cannot assure you that our growth strategy will be successful which may result in a negative impact on our growth, financial condition, results of operations and cash flow.

One of our strategies is to expand our client base through marketing and client acquisition programs. We cannot assure you that we will be able to successfully grow our client base to a level that is needed to sustain ourselves and become profitable. Our inability to implement this growth strategy successfully may have a negative impact on our growth, future financial condition, results of operations or cash flows.

Poor perception of our business or industry as a result of the actions of third parties could harm our reputation and adversely affect our business, financial condition and results of operations.

Our business is dependent on attracting a large number of visitors to our clients’ websites and providing leads and clicks to our clients, which depends in part on our reputation within the industry and with our clients. There are companies within our industry that regularly engage in activities that our clients’ customers may view as unlawful or inappropriate. These activities, such as spyware or deceptive promotions, by third parties may be seen by clients as characteristic of participants in our industry and, therefore, may have an adverse effect on the reputation of all participants in our industry, including us. Any damage to our reputation, including from publicity from legal proceedings against us or companies that work within our industry, governmental proceedings, consumer class action litigation, or the disclosure of information security breaches or private information misuse, could adversely affect our business, financial condition and results of operations.

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If we fail to compete effectively against other online and mobile marketing companies and other competitors, we could lose clients and our revenue may decline.

The market for online and mobile marketing is intensely competitive. We expect this competition to continue to increase in the future. We perceive only limited barriers to entry to the online marketing industry. We plan to compete both for clients and for limited high quality advertising inventory. We also plan to compete for clients on the basis of a number of factors, including return on marketing expenditures, price, and client service.

We plan to compete with Internet and traditional media companies for a share of clients’ overall marketing budgets, including:

	●	online or mobile marketing or media services providers;
	●	offline and online advertising agencies;
	●	major Internet portals and search engine companies with advertising networks such as Google, Yahoo!, MSN, and AOL;
	●	other online marketing service providers, including online affiliate advertising networks and industry-specific portals or lead generation companies;
	●	website publishers with their own sales forces that sell their online marketing services directly to clients;
	●	in-house marketing groups at current or potential clients;
	●	offline direct marketing agencies; and
	●	television, radio and print companies.

As a result, we may not be able to compete successfully. Competition from other marketing service providers’ on- and offline offerings could affect both volume and price, and thus revenue. If we fail to deliver results that are superior to those that other online marketing service providers achieve, we could lose clients and our revenue may decline.

If the market for online marketing services fails to continue to develop, our future growth may be limited and our revenue may decrease.

The online and mobile marketing services market is relatively new and rapidly evolving, and it uses different measurements than traditional media to gauge its effectiveness. Some of our current or potential clients have little or no experience using the Internet for advertising and marketing purposes and have allocated only limited portions of their advertising and marketing budgets to the Internet. The adoption of Internet and mobile advertising, particularly by those entities that have historically relied upon traditional media for advertising, requires the acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services. In particular, we are dependent on our clients’ adoption of new metrics to measure the success of online marketing campaigns. We may also experience resistance from traditional advertising agencies who may be advising our clients. We cannot assure you that the market for online marketing services will continue to grow. If the market for online marketing services fails to continue to develop or develops more slowly than we anticipate, our ability to grow our business may be limited and our revenue may decrease.

Unauthorized access to or accidental disclosure of consumer personally-identifiable information that we collect may cause us to incur significant expenses and may negatively affect our credibility and business.

There is growing concern over the security of personal information transmitted over the Internet, consumer identity theft and user privacy. Despite our implementation of security measures, our computer systems may be susceptible to electronic or physical computer break-ins, viruses and other disruptions and security breaches. Any perceived or actual unauthorized disclosure of personally-identifiable information regarding website visitors, whether through breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract website visitors and attract and retain our clients, or subject us to claims or litigation arising from damages suffered by consumers, and thereby harm our business and operating results. In addition, we could incur significant costs in complying with the multitude of state, federal and foreign laws regarding the unauthorized disclosure of personal information.

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If we fail to keep pace with rapidly-changing technologies and industry standards, we could lose clients or advertising inventory and our results of operations may suffer.

The business lines in which we currently compete are characterized by rapidly changing Internet and mobile marketing standards, changing technologies, frequent new product and service introductions, and changing user and client demands. The introduction of new technologies and services embodying new technologies and the emergence of new industry standards and practices could render our existing technologies and services obsolete and unmarketable or require unanticipated investments in technology. Our future success will depend in part on our ability to adapt to these rapidly-changing Internet and mobile media formats and other technologies. We will need to enhance our existing technologies and services and develop and introduce new technologies and services to address our clients’ changing demands. If we fail to adapt successfully to such developments or timely introduce new technologies and services, we could lose clients, our expenses could increase and we could lose advertising inventory.

Limitations on our ability to collect and use data derived from user activities could significantly diminish the value of our services and cause us to lose clients and revenue.

When a user visits our clients’ websites, we use technologies, including “cookies”, to collect information such as the user’s Internet Protocol, or IP, address, offerings delivered by us that have been previously viewed by the user and responses by the user to those offerings. In order to determine the effectiveness of a marketing campaign and to determine how to modify the campaign, we need to access and analyze this information. The use of cookies has been the subject of regulatory scrutiny and litigation and users are able to block or delete cookies from their browser. Periodically, certain of our clients and publishers seek to prohibit or limit our collection or use of this data. Interruptions, failures or defects in our data collection systems, as well as privacy concerns regarding the collection of user data, could also limit our ability to analyze data from our clients’ marketing campaigns. This risk is heightened when we deliver marketing services to clients in the financial and medical services client verticals. If our access to data is limited in the future, we may be unable to provide effective technologies and services to clients and we may lose clients and revenue.

We are exposed to the credit risk of our customers, which could result in material losses and negatively impact our operating results.

Most of our sales are on an open credit basis, with typical payment terms of net 30 days. If any of our customers becomes insolvent or suffers a deterioration in its financial or business condition and is unable to pay for our services, our results of operations could be harmed.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

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Risks Related to Our Management and Control Persons

Because Wais Asefi currently owns 93% of our outstanding Common Stock, investors may find that corporate decisions influenced by Mr. Asefi are inconsistent with the best interests of other stockholders .

Mr. Asefi currently owns 93% of the outstanding shares of our Common Stock. Accordingly, Mr. Asefi will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Asefi may still differ from the interests of the other stockholders.

Our sole officer and director may leave us if we are unable to repay the $50,000 note that he guaranteed with his personal shares.

In order to obtain a loan of $50,000, our sole officer and director had to pledge 59,400,000 of his personal shares to the lender. If we default on the loan, the lender could foreclose on those shares and there would be a considerable change in control of our company. We may lose the services of Mr. Asefi if that happens, which will adversely impact our ability to implement our business plan and survive.

Because we have a substantial financial commitment to our Chief Executive Officer through an employment agreement, funds may be diverted away from other important matters in the development of our business plan and could negatively impact our financial position.

We entered into an employment agreement with Mr. Asefi, our officer and director. The agreement continues until May 1, 2017 and provides annual compensation of $100,000. This is a lot of money for us to pay. We have limited funds available and any money we are able to raise combined with our existing cash balances will be needed to fulfill this substantial financial commitment. We may not be able to raise enough money to fund the contract. In addition, money that could be spent elsewhere will be needed to fund the contract, and will divert funds away from other important matters in the development of our business plan and could negatively impact our financial position.

The loss of key management personnel could adversely affect our ability to continue operations.

We are entirely dependent on the efforts of our CEO, President and Chief Financial Officer because of the time and effort that he devotes to us. He is in charge of overseeing all development strategies, supervising any/all future personnel, including any consultants or contractors that we will engage to assist in developing our business model, and the establishment of our future sales team. Their loss, or other key personnel in the future, could have a material adverse effect on our business, financial condition and results of operations. We do not maintain “key person” life insurance on our officers, directors or key employees. Our success will depend on the performance of Mr. Asefi and our ability to attract and motivate other key personnel.

The lack of public company experience of our sole officer and director could adversely impact our ability to comply with the reporting requirements of U.S. Securities laws.

Our sole officer and director, Mr. Asefi, has no experience managing a public company, which could adversely impact our ability to comply with legal, regulatory, and reporting requirements of U.S. Securities laws. Our management may not be able to implement programs and policies in an effective and timely manner to adequately respond to such legal, regulatory and reporting requirements, including the establishment and maintenance of internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which are necessary to maintain public company status. If we were to fail to fulfill those obligations, our ability to operate as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. Our ability to operate successfully may depend on our ability to attract and retain qualified personnel with appropriate experience in the management of a public company. Our ability to find and retain qualified personnel on our terms and budget may be very limited.

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Risks Related to the Equity Line

The seller shareholder will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.

Our common stock to be issued under the Equity Distribution Agreement will be purchased at a twenty five percent (25%) discount or 75% of the lowest closing bid prices during the five (5) trading days immediately following our delivery of our Notice to the selling shareholder of our election to exercise our "put" right.

The selling shareholder has a financial incentive to sell our shares immediately upon receiving the shares to realize the profit between the discounted price and the market price. If the selling shareholder sells our shares, the price of our common stock may decrease. If our stock price decreases, the selling shareholder may have a further incentive to sell such shares. Accordingly, the discounted sales price in the Equity Distribution Agreement may cause the price of our common stock to decline.

We are registering an aggregate of 10,000,000 shares of common stock to be issued under the equity line of credit. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 10,000,000 shares of common stock under the registration statement of which this prospectus forms a part for issuance pursuant to the equity line of credit. The sale of these shares into the public market by the selling shareholder could depress the market price of our common stock.

There may not be sufficient trading volume in our common stock or price of our common stock to permit us to acquire adequate funds which may adversely affect our liquidity.

The Equity Distribution Agreement provides that the dollar value that we will be permitted to request from the selling shareholder in each Notice may be up to $25,000, provided that the number of shares sold pursuant to each Notice shall not exceed 20% of the average daily trading volume for the previous 5 trading days. If the average daily trading volume in our common stock is too low, it is possible that we may not be permitted to draw the full amount of proceeds of the drawdown request, which may not provide adequate funding for our planned operations and may materially decrease our liquidity.

Risks Related To Ownership of Our Shares

As there is no minimum for our Primary Offering, if only a few persons purchase Units, they may lose their investment as we may be unable to make a significant attempt to implement our business plan.

Since there is no minimum amount of Units that must be sold directly under this Primary Offering, if a limited number of Units are sold, we may not have enough capital to fully implement our plan of operations. As such, we may not be able to meet the objectives we state in this prospectus, or eliminate the “going concern” modification in the reports of our auditors as to uncertainty with respect to our ability to continue as a going concern. If we fail to raise sufficient capital, we would expect to have insufficient funds for our ongoing operating expenses. Any significant lack of funds will curtail the growth of our business and may cause our business to fail. If our business fails, investors will lose their entire investment.

We are selling this Primary Offering without an underwriter and may be unable to sell any Units.

This Primary Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the Units. We intend to sell our Units through our President, Chief Executive Officer and Chief Financial Officer who will receive no commissions or other remuneration from any sales made hereunder. They will offer the Units to friends, family members, and business associates; however, there is no guarantee that they will be able to sell any of the Units. Unless they are successful in selling all of the Units and we receive the maximum amount of proceeds from this Primary Offering, we may have to seek alternative financing to implement our plan of operations.

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We may have difficulty selling shares under our Primary Offering because the selling shareholders are concurrently offering their shares under the Secondary Offering.

We may have difficulty selling shares under our Primary Offering because we may be competing with the selling security holders who are concurrently offering their shares under the Secondary Offering. In the event that our common shares are quoted on the OTC Bulletin Board or OTCQB, the selling security holders will not be required to sell their shares at a fixed price of $0.10 per share. Accordingly, the selling security holders may reduce the price of their shares which may hinder our ability to sell any shares under the Primary Offering.

We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

Since our inception, we have relied on sales of our common shares to fund our operations. We will likely be required to conduct additional equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common shares in order to fund our business operations. If we issue additional shares, your percentage interest in us could become diluted.

If a market for our common shares does not develop, shareholders may be unable to sell their shares.

Our common stock is quoted on the OTCPinks operated by OTC Markets Group, Inc. under the symbol “TXHD.” On April 30, 2014, the last reported sale price of our common stock as reported on the OTCPinks was $0.16 per share. There is no public information about our company, as noted by OTCPinks, and there is not an active trading market for our stock. We intend to apply for quotation of our common shares on the OTC Bulletin Board or OTCQB. However, we can provide no assurance that our shares will be approved for quotation on the OTC Bulletin Board or, if traded, that a public market will materialize. If our common shares are not quoted on the OTC Bulletin Board or OTCQB or if a public market for our common shares does not develop, shareholders may not be able to re-sell the common shares that they have purchased and may lose all of their investment.

Because our directors are not independent they can make and control corporate decisions that may be disadvantageous to other common shareholders.

We intend to apply to have our common shares quoted on the OTC Bulletin Board inter-dealer quotation system or OTCQB, neither of which have director independence requirements. Using the definition of “independent” in NASDAQ Rule 5605(a)(2), we have determined that none of our directors are independent. Our directors have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

We have never declared or paid any cash dividends or distributions on our capital stock. And we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

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Our securities are considered a penny stock.

Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

USE OF PROCEEDS

Primary Offering

We are offering a total of 10,000,000 Units at a price of $0.10 per share under our Primary Offering. The shares being offered by us are being offered without the use of underwriters or broker-dealers and will be sold by our President. No commissions or discounts will be paid in connection with the sale of the shares being offered by us.

The following table below sets forth the net proceeds assuming the sale of 25%, 50%, 75% and 100% of the Primary Offering. See also “Plan of Operation”.

Item	25%			50%	75%		100%
Gross proceeds	$	250,000.00	$	500,000.00	$	750,000.00	$	1,000,000.00
Expected offering expenses	$	36,000.00	$	36,000.00	$	36,000.00	$	36,000.00
Net proceeds	$	214,000.00	$	464,000.00	$	714,000.00	$	964,000.00

We plan to use the net proceeds of the Primary Offering as set forth below (all amounts listed below are estimates):

Item	25%		50%		75%		100%
General Working Capital	$	0	$	0	$	0	$	0
Legal and Accounting		10,700		23,200		35,700		48,200
Management and Consulting Expenses		82,390		178,640		274,890		371,140
Marketing Expenses		72,760		157,760		242,760		327,760
Additional Programmers and Developers		24,610		53,360		82,110		110,860
Sales Agents		23,540		51,040		78,540		106,040
Total	$	214,000.00	$	464,000.00	$	714,000.00	$	964,000.00

The principal purposes of this offering is to raise sufficient capital for us to implement our business plan, become a reporting under the Exchange Act and create a public market for our common shares. If we are unable to sell any shares under the Primary Offering, we have sufficient funds to pay the costs of this offering. However, expenses associated with meeting our reporting obligations under the Exchange Act will take priority over anything else.

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Secondary Offering

The common shares offered by the selling security holders are being registered for the account of the selling security holders identified in this prospectus. All net proceeds from the sale of these common shares will go to the respective selling security holders who offer and sell their common shares. We will not receive any part of the proceeds from such sales of common shares.

We anticipate, however, receiving up to $1,000,000 gross proceeds pursuant to the Equity Distribution Agreement. The maximum amount we can receive is dependent on the liquidity and price of our common stock, and could in all likelihood be less than $1,000,000.

If we receive $1,000,000, we expect to disburse the proceeds from this offering in the amounts set forth below (all amounts listed below are estimates; offering expenses are included in the Primary Offering):

Item	25%		50%		75%		100%
General Working Capital	$	214,000	$	464,000	$	714,000	$	964,000
Legal and Accounting		1,800		1,800		1,800		1,800
Management and Consulting Expenses		13,860		13,860		13,860		13,860
Marketing Expenses		12,240		12,240		12,240		12,240
Additional Programmers and Developers		4,140		4,140		4,140		4,140
Sales Agents		3,960		3,960		3,960		3,960
Total	$	250,000.00	$	500,000.00	$	750,000.00	$	1,000,000.00

SELLING SECURITY HOLDERS

Standby Equity Distribution Agreement

On January 2, 2014, we entered into the Standby Equity Distribution Agreement (the “Equity Distribution Agreement”) with Creative Capital Ventures Ltd. (“Creative”). In accordance with the Agreement, Creative has committed, subject to certain conditions, to purchase up to one million dollars ($1,000,000) of our common stock over a term of up to three years. Creative and any participating broker-dealers are “underwriters” within the meaning of the Securities Act of 1933, as amended. Although we are not mandated to sell shares under the Equity Distribution Agreement, the Equity Distribution Agreement gives us the option to sell to Creative shares of common stock at a per share purchase price equal to 75% of the lowest closing bid price during the five consecutive trading days immediately following our delivery of a Notice.

The maximum amount we can request at any one time is $25,000, provided that the number of shares sold pursuant to each Notice shall not exceed 20% of the average daily trading volume for the previous 5 trading days. Creative has a cap of 9.99% in our outstanding shares that it is able to have at any given time.

Convertible Promissory Notes

There are four convertible promissory notes that have an aggregate principal balance of $76,429, incur interest at 12% per annum, mature on September 14, 2014, and are convertible into common shares at $0.00382 per share. The notes are in favor of Realty Capital Management, Saint Jude Capital Management Inc., Mokus Estates Ltd., and Augustus Management Ltd.

There are three convertible notes that have an aggregate principal balance of $25,000, mature on August 1, 2015, October 17, 2015 and December 10, 2015 and are convertible into common shares at $0.10 per share. The notes are in favor of Anita Samim, Lawrence R. Read, and Cliff E. Burrage, respectively. The notes to Read and Burrage incur interest at 12% per annum and the note to Samin incurs interest at 6% per annum.

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Warrants

There is one warrant to purchase 1,000,000 shares of our common stock issued to Realty Capital Management exercisable at $0.10 per share and expires on November 7, 2014.

There three warrants to purchase 250,000 shares of our common stock issued to Lawrence R. Read, Anita Samim and Cliff E. Burrage exercisable at $0.125 per share and expire one year after issuance.

Common Stock

Finally, we are registering 750,000 shares of common stock held by Realty Capital Management.

Table of Selling Shareholders

The selling security holders named in this prospectus are offering all of the 32,349,305 common shares offered through this prospectus. The offer under this prospectus is comprised of the securities provided above and specifically: (i) 10,000,000 shares of common stock issuable under the Equity Distribution Agreement; (ii) 20,007,591 shares issuable upon conversion of four outstanding convertible promissory notes in the aggregate principal amount of $76,429; (iii) 250,000 shares issuable upon conversion of three outstanding convertible promissory notes in the aggregate principal amount of $25,000; (iv) 91,714 shares of common stock issuable as interest under the four convertible notes; and (v) 750,000 shares of common stock held by Realty Capital Management.

The number of shares underlying the convertible notes represents the principal amount of the notes divided by the conversion price of the convertible notes. The number also includes interest of 12% on four of the notes mentioned in (ii) above through September 10, 2014 divided by the conversion price of the convertible notes. The other three notes mentioned in (iii) above are not registering any shares issuable as interest under their convertible promissory notes.

The following table provides as of March 31, 2014 information regarding the beneficial ownership of our common shares held by each of the selling security holders, including:

	1.	the number of shares beneficially owned by each prior to this Offering;
	2.	the total number of shares that are to be offered by each;
	3.	the total number of shares that will be beneficially owned by each upon completion of the Offering;
	4.	the percentage owned by each upon completion of the Offering; and
	5.	the identity of the beneficial holder of any entity that owns the shares.

	Beneficial Ownership Before Offering (1)				Number of Shares Being Offered	Beneficial Ownership After Offering (1)
		Number of					Number of
Name Of Selling Security Holder (1)		Shares	Percent (2)			Shares		Percent (2)
Creative Capital Ventures, Ltd. (3)		10,000,000	12.9	%	10,000,000		0	0
Realty Capital Management (4)		8,449,769	11.3	%	8,449,769		0	0
Saint Jude Capital Management Inc. (5)		6,699,768	9.0	%	6,699,768		0	0
Mokus Estates Ltd. (6)		3,349,884	4.7	%	3,349,884		0	0
Augustus Management Ltd. (7)		3,349,884	4.7	%	3,349,884		0	0
Lawrence Read		200,000	*		200,000		0	0
Anita Samim		100,000	*		100,000		0	0
Cliff E. Burrage		200,000	*		200,000		0	0
TOTAL		32,349,305	*		32,349,305		0	0

Notes:

	*	Represents less than 1%.
	(1)	As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
	(2)	Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 67,082,167 shares of common stock issued and outstanding on March 31, 2014.
	(3)	Creative Capital Ventures, Ltd. is a British Virgin Islands registered mutual fund.
	(4)	Realty Capital Management is beneficially owned by Julius Csurgo.
	(5)	Saint Jude Capital Management Inc. is beneficially owned by Johnny Figliolini.
	(6)	Mokus Estates Ltd. is beneficially owned by Esther Gombor.
	(7)	Augustus Management Ltd. is beneficially owned by Torey Gault.

Except as disclosed above and in this Prospectus, none of the selling security holders:

(i)

has had a material relationship with us other than as a shareholder at any time within the past two years; or

(ii)

has ever been one of our officers or directors.

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PLAN OF DISTRIBUTION AND DETERMINATION OF OFFERING PRICE

Primary Offering

We are offering 10,000,000 Units at a fixed price of $0.10 per share even if a public trading market for our common shares develops. The $0.10 fixed per Unit offering price for the duration of this offering was arbitrarily chosen by management. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.

This offering is being made by us without the use of outside underwriters or broker-dealers. The Units to be sold by us will be sold on our behalf by our President, Wais Asefi. Mr. Asefi will not receive commissions or proceeds or other compensation from the sale of any shares on our behalf.

Mr. Asefi will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.

1	Mr. Asefi is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;

2	Mr. Asefi will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3	Mr. Asefi is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and

4	Mr. Asefi meets the conditions of paragraph (a)(4)(ii) of Rule 3a4 - 1 of the Exchange Act, in that he: (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii).

Secondary Offering

The selling security holders named in this prospectus may sell their shares on a continuous or delayed basis for a period of nine months after this registration statement is declared effective. The selling security holders may sell some or all of their shares in one or more transactions, including block transactions:

1	On such public markets as the shares may from time to time be trading;

2	In privately negotiated transactions;

3	Through the writing of options on the shares;

4	In short sales; or

5	In any combination of these methods of distribution.

The selling security holders named in this prospectus may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent may receive a commission from the selling security holders, or, if they act as agent for the purchaser of such shares, from such purchaser. The selling security holders will likely pay the usual and customary brokerage fees for such services.

We are bearing all costs relating to the registration of this offering. The selling security holders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the shares.

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Concurrent Offerings

Our Primary Offering will continue to have a fixed price of $0.10 per share even if a public trading market for our common shares develops. The selling shareholders can sell shares under the Secondary Offering at a price of $0.10 per share or at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. Therefore, the price of shares offered under the Primary Offering may in the future differ from the price of shares offered under the Secondary Offering.

Stabilization and Other Activities

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

	1.	not engage in any stabilization activities in connection with our common stock;

	2.	furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and;

	3.	not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

DILUTION

Our historical net tangible book deficit as of March 31, 2014 was ($197,999) or ($0.00) per share. Historical net tangible book deficit per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of March 31, 2014. Adjusted to give effect to the receipt of net proceeds of $963,129 from the sale of the maximum of 10,000,000 shares of common stock for gross proceeds of $1,000,000, net tan g ible book value will be approximately $0.01 per share. This will represent an immediate increase of approximately $0.01 per share to existing stockholders and an immediate and substantial dilution of approximately $0.09 per share, or approximately 90%, to new investors purchasing our securities in this offering. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering.

Public offering price per share				$	0.10
Net tangible book value per share as of March 31, 2014	$	(0.00	)
Increase per share attributable to new investors	$	0.01
As adjusted net tangible book value per share after this offering				$	0.01
Dilution per share to new investors in this offering				$	0.09

If 100% of the offered Units are sold we will receive the maximum proceeds of $963,129, after offering expenses have been deducted. If 75% of the offered Units are sold we will receive $713,129 after offering expenses have been deducted. If 50% of the offered Units are sold we would receive $463,129 after offering expenses have been deducted. We must sell 368,710 Units (or 4% of the Offering) to cover the estimated costs of this Offering. If we sell less than 368,710 of our Units under the Offering, we will not have sufficient proceeds to cover repaying our offering expenses and we will have to pay the remainder of such expenses out of additional financing we have not yet received.

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DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2014 there were 67,082,167 shares of our common stock issued and outstanding. Our shares are currently held by 87 stockholders of record. We have not issued any shares of preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:

	1.	The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;

	2.	The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

	3.	Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

	4.	Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

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	5.	Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

	6.	Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

	7.	The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

	8.	Any other relative rights, preferences and limitations of that series.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Promissory Notes

In September of 2013, the company issued convertible promissory notes to several lenders in the aggregate principal amount of $76,429. The notes accrue interest at a rate of 12% per annum and mature on September 14, 2014. The principal amount may at any time be converted into shares of the company’s commons stock at a conversion price of $0.00382 per share. The shares that may be issued upon conversion are entitled to piggyback registration rights.

On November 17, 2013, the company issued a convertible promissory note that has a principal balance of $10,000, incurs interest at 12% per annum, matures on May 17, 2015, and is convertible into common shares at $0.10 per share.

On January 20, 2014, the company issued a convertible promissory note that has a principal balance of $5,000, incurs interest at 6% per annum, matures on August 1, 2015, and is convertible into common shares at $0.10 per share.

On February 13, 2014, the company issued two convertible promissory notes that have a principal balance of $10,000, incur interest at 12% per annum, mature on February 13, 2015, and are convertible into common shares at $0.10 per share.

On March 10, 2014, the company issued a convertible promissory note that has a principal balance of $10,000, incurs interest at 12% per annum, matures on December 10, 2015, and is convertible into common shares at $0.10 per share.

On April 17, 2014, the company issued a convertible promissory note that has a principal balance of $10,000, incurs interest at 12% per annum, matures on October 17, 2015, and is convertible into common shares at $0.10 per share.

In connection with the Stock Exchange Agreement with Textmunications, Inc., we assumed a Senior Secured Convertible Promissory Note in the principal amount of $50,000. The note accrues interest at 20% per annum and is payable monthly. The company agreed to issue 750,000 shares of common stock as an equity kicker under the note and a one-year warrant to purchase an additional 1,000,000 shares of common stock at an exercise price of $0.10 per share. Both the equity kicker and the shares underlying the warrant have piggyback registration rights. In order to induce the financing, the company’s officer and director, Wais Asefi, agreed to pledge 59,400,000 of his personal shares as collateral to secure payment under the note.

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Warrants

There is one warrant to purchase 1,000,000 shares of our common stock exercisable at $0.102 per share and expires on November 7, 2014.

There are warrants to purchase 350,000 shares of our common stock exercisable at $0.125 per share and expire one year from the date of issuance.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Cane Clark LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.

LL Bradford & Company, LLC, Certified Public Accountants, have audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. LL Bradford & Company, LLC has presented their report with respect to our audited financial statements. The report of LL Bradford & Company, LLC is included in reliance upon their authority as experts in accounting and auditing.

OUR BUSINESS

Overview

We are a leader in the mobile marketing and loyalty space 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.

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

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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:

	●	Bars – happy hours, special events, discount pricing;
	●	Boutiques – invite only trunk show, spring sale, discount on a particular clothing line, carrying a new line of clothes;
	●	D entists – special promotion for teeth whitening;
	●	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.

TXMT Platform Features

We offer our clients a mobile marketing platform for:

	●	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.
	●	MyLA - Loyalty and rewards program for clients 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.

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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 dometic and international carriers. Resellers set their own pricing plans, text credits and keywords. Analytics, reports and account monitoring available to track thier customers.

Our Vertical Markets are the following:

	1.	QSR Restaurants (quick service)

	2.	GYMs, Health and Fitness

	3.	Entertainment (Casinos, Golf Courses, bowling centers, Comedy Clubs)

	4.	Retail stores

In the Q4 of 2013, we launched our mobile loyalty and rewards product. Our clients can now reward their customers for checking in on every visit and track visits.

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.

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Government Regulation

We are subject to a number of laws and regulations that affect companies generally and specifically those conducting business on the internet, 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.

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.

Employees

We currently have 5 full-time and no part-time employees including our chief executive officer, director of sales, lead developer, VP of operations, and client success manager. Also, we have 7 independent contractors that work with us on an as-needed basis. We expect to increase our future employee levels on an as-needed basis in connection with our expected growth and available funds.

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 $2,767 per month.

LEGAL PROCEEDINGS

We are not a party to any other legal proceedings and, to our knowledge, no other legal proceedings are pending, threatened or contemplated.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Holders of Our Shares

As of the date of this prospectus, there were 87 registered shareholders.

No Public Market for Common Shares

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We anticipate making an application for quotation of our common shares on the OTC Bulletin Board or OTCQB upon: (i) the effectiveness of the registration statement of which this prospectus forms a part; and (ii) our obtaining a sufficient number of stockholders to enable our common shares to become quoted on the OTC Bulletin Board or OTCQB. However, we can provide no assurance that our shares will be quoted on the bulletin board or, if quoted, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a 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 Commission, 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 to such duties or other requirements of 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 Commission 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 statements 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 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 in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Dividend Rights

We have never declared, nor paid, any dividend since our incorporation and does not foresee paying any dividend in the near future since all available funds will be used to conduct exploration activities. Any future payment of dividends will depend on our financing requirements and financial condition and other factors which the board of directors, in its sole discretion, may consider appropriate.

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:

we would not be able to pay our debts as they become due in the usual course of business, or;

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.

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FINANCIAL STATEMENTS

1.	Audited financial statements for the fiscal years ended December 31, 2013 and 2012, including:

	(a)	Report of Independent Registered Accounting Firm;	F-1

	(b)	Consolidated Balance Sheets as of December 31, 2013 and 2012;	F-2

	(c)	Consolidated Statements of Operations for the years ended December 31, 2013 and 2012;	F-3

	(d)	Consolidated Statement of Stockholders’ Equity (Deficiency) as at December 31, 2013;	F-4

	(e)	Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012; and	F-5

	(f)	Notes to the Consolidated Financial Statements.	F-6

2.	Interim financial statements for the periods ended March 31, 2014 and 2013, including:

	(a)	Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013;	F-15

	(b)	Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013;	F-16

	(c)	Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013;	F-17

	(d)	Notes to the Consolidated Financial Statements.	F-19

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder

Textmunication Holdings, Inc.

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of Textmunication Holdings, Inc. and subsidiary (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of the two years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

L. L. Bradford & Company, LLC

/S/ LL Bradford & Company, LLC

Sugar Land, TX

May 9, 2014

F-1

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Textmunication Holdings, Inc.
Consolidated Balance Sheets
December 31, 2013 and 2012

	2013			2012
Assets
Current Assets
Cash	$	1,416		$	-
Accounts receivable, net		3,614			76
Due from related party		3,000			3,000
Other current assets		1,265			1,559
Total Current Assets		9,295			4,635

Total Assets	$	9,295		$	4,635

Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	88,388		$	37,670
Loans payable		1,112			10,000
Loans payable - related party		10,000			5,000
Convertible promissory notes, net of discount		68,369			-
Total Current Liabilities		167,869			52,670
Total Liabilities		167,869			52,670
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, none issued and outstanding		-			-
Common stock, 250,000,000 shares authorized, $0.0001 par value, 67,082,130 and 64,512,166 issued and outstanding at December 31, 2013 and 2012, respectively		6,708			6,451
Additional paid in capital		847			(304	)
Accumulated deficit		(166,129	)		(54,182	)
Total Stockholders' Deficit		(158,574	)		(48,035	)
Total Liabilities and Stockholders' Deficit	$	9,295		$	4,635

The Accompanying Notes are an Integral Part of These Financial Statements

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Textmunication Holdings, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2013 and 2012

	2013			2012
Sales	$	339,533		$	246,224
Cost of sales		84,061			68,795

Gross Profit		255,472			177,429
Selling, general and administrative expenses		346,836			200,845

Loss from operations		(91,364	)		(23,416	)
Other expense
Amortization of debt discount		11,654			-
Interest expense		2,561			-
Factoring Expense		6,368			-
Loss on debt settlement		-			2,044
Total other expense		20,583			2,044

Net loss	$	(111,947	)		(25,460	)

Net income (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding		64,843,093			64,512,166

The Accompanying Notes are an Integral Part of These Financial Statements

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Textmunication Holdings, Inc.
Consolidated Statement of Changes in Stockholder's Deficit
For the Years Ended December 31, 2013 and 2012

											Additional
	Preferred Stock						Common Stock				Paid-In			Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance, January 1, 2012		33,220			3			64,512,166		6,451		(1,831	)		(28,722	)		(24,099	)

Capital contributed by shareholder		-			-			-		-		1,524			-			1,524

Net loss, year ended December 31, 2012		-			-			-		-		-			(25,460	)		(25,460	)

Balance, December 31, 2012		33,220			3			64,512,166		6,451		(307	)		(54,182	)		(48,035	)

Conversion of preferred srock to common		(33,220	)		(3	)		174,362		17		(14	)		-			-
Common stock issues to in settlement of debt		-			-			1,000,000		100		(100	)		-			-
Common stock issued with convertible debt		-			-			750,000		75		(75	)		-			-
Effect of merger and recapitalization		-			-			645,602		65		46			-			111
Warrants issued with convertible debt		-			-			-		-		1,297			-			1,297
Net loss, year ended December 31, 2013		-			-			-		-		-			(111,947	)		(111,947	)

Balance, December 31, 2013		-			-			67,082,130		6,708		847			(166,129	)		(158,574	)

The Accompanying Notes are an Integral Part of These Financial Statements

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Textmunication Holdings, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2013 and 2012

	2013			2012
Cash Flows From Operating Activities:
Net loss	$	(111,947	)	$	(25,460	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of debt discount		11,654			-
Loss on debt settlement		-			2,044
Changes in operating assets and liabilities:
Accounts receivable		(3,538	)		8,363
Other current assets		294			(78	)
Accounts payable		48,841			3,976
Net Cash Used In Operating Activities		(54,696	)		(11,155	)

Cash Flows From Financing Activities:
Payments of loans payable		(8,888	)		(700	)
Proceeds from related party loans		5,000			5,000
Proceeds from convertible promissory notes		60,000			-
Capital contributed by shareholder		-			1,524
Net Cash Provided By Financing Activities		56,112			5,824

Net Change in Cash		1,416			(5,331	)
Cash at beginning of period		-			5,331
Cash at end of period	$	1,416		$	-

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental disclosures of non-cash investing and financing activities:
As part of the reverse merger, the Company acquired the following liabilities:
Convertible promissory notes net of debt discount	$	14,016		$	-
Accrued interest	$	1,878		$	-
Debt discount on convertible debentures	$	17,302		$	-

The Accompanying Notes are an Integral Part of These Financial Statements

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 1 – ORGANIZATION

Textmunication Holdings, Inc. (Company) was formed in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems. The Company went public at the end of March of 1993. In February of 1996, the Company changed its name to Brock International Inc., and in March of 1998, the name was again changed to Firstwave Technologies, Inc.

In 2007, the Company had its common stock deregistered in order to avoid the expenses of being a public company. The Company reported briefly on the OTC Disclosure & News Service in 2008. The Company again changed its name to FSTWV, Inc.

In April 2013 the FSTWV preferred stock holders A, B, C and D series converted their prefer shares into common shares of the Company. On October 28, 2013, the Company held a shareholder meeting to reincorporate the Company in the State of Nevada and concurrently change its name to Textmunication Holdings, Inc. The Company also voted to approve a 1 for 5 reverse split of our outstanding common stock.. Per-share amounts in the accompanying financial statements have been adjusted for the split.

Following our shareholder meeting, on November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation and Wais Asefi (its sole shareholder), whereby we issued 65,640,207 new shares of common stock in exchange for 100% of the issued and outstanding shares of Textmunication, Inc. and simultaneously the major shareholder of the Company retired 1,128,041 post reverse shares (pre-split: 5,640,207) shares of our common stock to the Company’s treasury. As a result of the SEA, we acquired Textmunication, Inc. and have assumed its business operations in the mobile marketing business.

For accounting purposes, the SEA transaction has been accounted for as a reverse recapitalization, with Textmunication Holdings, Inc. as the acquirer. The consolidated financial statements of Textmunication Holdings, Inc. for the fiscal year ended December 31, 2013 represent a continuation of the financial statements of Textmunication, Inc., with one adjustment, which is to retroactively adjust the legal capital of Textmunication, Inc. to reflect the legal capital of Textmunication Holdings, Inc.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Textmunication Holdings, Inc. and its wholly-owned subsidiary, Textmunication, Inc. (collectively referred to as the Company). All significant intercompany transactions and balances have been eliminated in the consolidated financial statements.

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Going Concern

These 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, 2013, the Company has an accumulated deficit of $166,129. 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. These financial statements do not include any adjustments that might arise from this uncertainty.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.

Fair Value Measurements

Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the Note principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value under ASC 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

●

Level 1 - Quoted prices in active markets for identical assets or liabilities.

●

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

●

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

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.

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Convertible Instruments

The Company accounts for convertible debt with beneficial conversion features in accordance with ASC 470-20, which requires the Company to recognize separately, at issuance, the embedded beneficial conversion feature as a discount to the debt. The recognition is done by allocating a portion of the proceeds equal to the intrinsic value of that feature as a debt discount. The intrinsic value is calculated as the difference between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.

Warrants

The Company accounts for warrants issued in conjunction with stock issuances under private placement using the fair value method. Under this method, the value of warrants issued is measured at fair value at the grant date using the Black-Scholes valuation model and recorded as share capital and additional paid-in capital.

The Company recognized the value of detachable warrants issued in conjunction with issuance of notes payable using the Black-Scholes pricing model. The Company recorded the relative fair value of the warrant as an increase to additional paid-in capital and discount against the related debt. The discount attributed to the value of the warrants is being amortized over the term of the underlying debt instrument.

Cash and cash equivalents

The Company considers all highly liquid instruments purchased with a 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.

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, 2013 and 2012 the allowance for doubtful accounts was $0 and bad debt expense of $0 for each year respectively.

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image and product. The Company expenses all advertising costs as incurred. For the year ended December 31, 2013 and 2012, advertising expenses were $0 and $175 respectively.

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future federal and state income taxes. Any interest charges on underpayment or other assessments are recorded as interest expense. Any penalties are recorded in Operating Expenses.

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.

Since the Company reflected a net loss for the year ended December 31, 2013 and 2012, the effect of considering any common stock equivalents would have been anti-dilutive and therefore a separate computation of diluted loss per share is not presented.

Recent Accounting Pronouncements

No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements.

Note 3 – ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT

In the ordinary course of business, the Company utilizes accounts receivable-credit card factoring agreements with third-party financing company in order to accelerate its cash collections from product sales. In addition, these agreements provide the Company with the ability to limit credit exposure to potential bad debts, to better manage costs related to collections as well as to enable customers to extend their credit terms. These agreements involve the ownership transfer of eligible trade accounts receivable, without recourse or discount, to a third party financial institution in exchange for cash.

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 3 – ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT (Continued)

The Company accounts for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheet. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold. Amounts due from the financial company are recorded with other current assets in the Balance Sheet. The amount sold and fees and recorded in other expense.

Note 4 – LOANS PAYABLE

In 2012 the Company has a loan outstanding with a former employee. The loan is due on demand and has no interest. During the year ended December 31, 2012 the Company entered into a settlement with the former employee which resulted in a loss on debt settlement of $2,044. Amounts outstanding as of December 31, 2013 and 2012 were $1,112 and $10,000, respectively.

During the year ended December 31, 2013 the Company received loans from a relative of the CEO. The loans are due on demand and have no interest. Amounts outstanding as of December 31, 2013 and 2012 were approximately $10,000 and $5,000, respectively.

Note 5 – CONVERTIBLE PROMISSORY NOTES

Convertible notes payable consists of the following as of December 31, 2013 and 2012

Description		2013				2012
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Company’s common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debt’s inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the period from November 16, 2013 (date of SEA) through December 31, 2013 and the year ended December 31, 2012 was $9,528 and $0, respectively and the unamortized discount at December 31, 2013 and December 31, 2012 was $53,231 and $0, respectively. Interest expense recorded on the convertible notes for the period from November 16, 2013 (date of SEA) through December 31, 2013 and the year ended December 31, 2012 was $1,156 and $0, respectively. One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect. The principal balance outstanding on the loans as of December 31, 2013 and 2012 was $76,429 and $0, respectively.		$	76,429				-

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 5 – CONVERTIBLE PROMISSORY NOTES (Continued)

In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Company’s common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Company’s common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. The relative fair value of the common stock and warrants at the debt’s inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the period from November 16, 2013 (date of SEA) through December 31, 2013 and the year ended December 31, 2012 was $2,017 and $0, respectively and the unamortized discount at December 31, 2013 and December 31, 2012 was $136,37 and $0, respectively. Interest expense recorded on the convertible note for the period from November 16, 2013 (date of SEA) through December 31, 2013 and the year ended December 31, 2012 was $1,260 and $0, respectively. The principal balance outstanding on the loan as of December 31, 2013 and 2012 was $50,000 and $0, respectively.		50,000		-

On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. Amortization of debt discount during the year ended December 31, 2013 and December 31, 2012 was $104 and $0, respectively and the unamortized discount at December 31, 2013 and December 31, 2012 was $1,193 and $0, respectively. Interest expense recorded on the convertible note for the year ended December 31, 2013 and December 31, 2012 was $145 and $0, respectively.		10,000		-

Total convertible notes payable		136,429		-
Less discounts		93,731
Add amortization		25,670

Convertible notes net of discount	$	68,369	$	-

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 6 – WARRANTS

On November 7, 2013, the Company issued 1,000,000 warrants with an exercise price of $0.10 per share in conjunction with a $50,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

On November 17, 2013, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

The following assumptions were used to calculate the grant date fair value of the warrants:

	November 7 Warrants			November 17 Warrants
Market price and estimated fair value of common stock	$	0.0135		$	0.015
Exercise price	$	0.10		$	0.125
Remaining contractual life (years)		1.00			1.00
Dividend yield		-			-
Expected volatility		606.16	%		608.68	%
Risk-free interest rate		0.11	%		0.13	%

Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the term of the warrants. The Company’s management believes this method produces an estimate that is representative of the expectations of future volatility over the expected term of these warrants. The Company has no reason to believe future volatility over the expected remaining life of these warrants will likely differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities according to the remaining term of the financial instruments.

Outstanding share purchase warrants consisted of the following as of December 31, 2013 and 2012:

Expiration Date	Exercise price per share		Balance December 31, 2012		Issued		Exercised		Balance December 31, 2 013
November 7, 2014	$	0.100		-		1,000,000		-		1,000,000
November 17, 2014	$	0.125		-		100,000		-		100,000
Total Warrants Outstanding				-		1,100,000		-		1,100,000

Weighted average exercise price					$	0.102			$	0.102
Average remaining contractual term (years)										0.87

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 7 – STOCKHOLDERS' EQUITY

For the year ended December 31, 2012 a shareholder contributed capital in the amount of $1,524.

In April 2013 the FSTWV preferred stock holders A, B, C and D series converted their prefer shares into common shares of the Company.

On September 19, 2013 we issued 1,000,000 shares of common stock to settle a note payable with our former shareholder.

On November 7, 2014 in conjunction with the issuance of a convertible note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock.

On November 16, 2013 we entered into the SEA and effected our merger and recapitalization.

Note 8 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2013 and 2012 the Company received loans from a relative of the CEO. The loans are due on demand and have no interest. Amounts outstanding as of December 31, 2013 and 2012 were $10,000 and $5,000, respectively.

Note 9 – INCOME TAX

We experienced a change of control coincident with the execution of the SEA. On that date we had cumulative net operating losses totaling approximately $166,000. Management has determined that due to the impact of Section 382 of the Internal Revenue Code, the application of net operating loss carry forwards against future taxable income will be severally limited. Accordingly, we believe the tax benefit of such loses will be insignificant and we therefore chose not to present a deferred tax benefit or valuation allowance as of December 31, 2013 and estimate that the cumulative value of timing differences between the carrying value of assets and liabilities for tax purposes is also insignificant.

Note 10 – COMMITMENTS AND CONTINGENCIES

Office Lease

On June 13, 2011 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced August 1, 2011 and expires July 31, 2014. Rent expense was approximately $39,754 and $17,109 for the twelve months ended December 31, 2013 and December 31, 2012, respectively.

Minimum future lease commitments are as follows:

2014		$	10,350
Total		$	10,350

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 10 – COMMITMENTS AND CONTINGENCIES (Continued)

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

The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Note 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events after the balance sheet date of December 31, 2013 through May 9, 2014, the date the financial statements are available to be issued and determined that there are certain reportable events to be disclosed as follows:

On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on August 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for 12 months at a price of $.125 per share.

On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for 12 months at a price of $.125 per share.

On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for 12 months at a price of $.125 per share.

F-14

Textmunication Holdings, Inc.
Consolidated Balance Sheets
March 31, 2014 and December 31, 2013 (Unaudited)


	2014			2013
Assets

Current Assets
Cash	$	2,394		$	1,416
Accounts receivable, net		9,762			4,879
Due from related party		3,000			3,000
Total Current Assets		15,156			9,295

Total Assets	$	15,156		$	9,295

Liabilities and Stockholders' Deficit

Current Liabilities:
Accounts payable and accrued liabilities	$	88,769		$	88,388
Loans payable		5,000			1,112
Loans payable - related party		10,000			10,000
Convertible promissory notes, net of discount		82,149			68,369
Total Current Liabilities		185,918			167,869

Convertible promissory notes, net of discount		27,237			-
Total Liabilities		213,155			167,869

Commitments and Contingencies

Stockholders' Deficit
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, none issued and outstanding		-			-
Common stock, 250,000,000 shares authorized, $0.0001 par value, 67,082,130 issued and outstanding		6,708			6,708
Additional paid in capital		8,146			847
Accumulated deficit		(212,853	)		(166,129	)
Total Stockholders' Deficit		(197,999	)		(158,574	)

Total Liabilities and Stockholders' Deficit	$	15,156		$	9,295

The Accompanying Notes are an Integral Part of These Financial Statements

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TABLE OF CONTENTS

Textmunication Holdings, Inc.
Consolidated Statements of Operations
For the Three Months Ended March 31, 2014 and 2013 (Unaudited)


	2014			2013

Sales	$	106,832		$	110,494

Cost of sales		33,148			5,400

Gross Profit		73,684			105,094

Selling, general and administrative expenses		88,658			92,121

Income (loss) from operations		(14,974	)		12,973
Other (income) expense
Amortization of debt discount		23,316			-
Interest expense		5,301			-
Factoring Expense		3,133			-
Total other (income) expense		31,750			-

Net income (loss)	$	(46,724	)	$	12,973

Net income (loss) per share - basic and diluted	$	(0.00	)	$	0.00

Weighted average shares outstanding		67,082,130			64,512,166

The Accompanying Notes are an Integral Part of These Financial Statements

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Consolidated Statement of Changes in Stockholder's Deficit

For the Three Months Ended March 31, 2014

(Unaudited)

	Preferred Stock						Common Stock				Additional			Accumulated
	Shares			Amount			Shares		Amount		Paid-in Capital			Deficit			Total

Balance, January 1, 2012		33,220		$	3		$	64,512,166	$	6,451	$	(1,831	)	$	(28,722	)	$	(24,099	)

Capital contributed by shareholder												1,524						1,542

Net loss, year ended December 31, 2012															(25,460	)		(25,460	)

Balance, January 1, 2013		33,220			3			64,512,166		6,451		(307	)		(54,182	)		(48,035	)

Conversion of preferred stock to common		(33,220	)	$	(3	)		174,362	$	17	$	(14	)

Common stock issued in settlement of debt								1,000,000		100		(100	)

Common stock issued with convertible debt								750,000		75		(75	)

Effect of merger and recapitalization								645,602		65		46						111

Warrants issued with convertible debt												1,297						1,297

Net loss, year ended December 31, 2013															(111,947	)		(111,947	)

Balance, December 31, 2013		-		$	-			67,082,130	$	6,708	$	847		$	(166,129	)	$	(158,574	)

Warrants issued with convertible debt												7,299						7,299

Net loss, three months ended March 31, 2014															(46,724	)		(46,724	)

Balance, March 31, 2014		-		$	-			67,082,130	$	6,708	$	8,146		$	(212,853	)	$	(197,999	)

The Accompanying Notes are an Integral Part of These Financial Statements

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TABLE OF CONTENTS

Textmunication Holdings, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2014 and 2013 (Unaudited)



	2014			2013
Cash Flows From Operating Activities:
Net (loss) income	$	(46,724	)	$	12,973
Adjustments to reconcile net (loss) income to net cash used in operating activities
Amortization of debt discount		23,316			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(4,883	)		(823	)
Increase (decrease) in:
Accounts payable		381			(1,944	)
Net Cash (Used In) Provided by Operating Activities		(27,910	)		10,206

Cash Flows From Financing Activities:
Payments of loans payable		(1,112	)		-
Proceeds from loans payable		5,000			-
Proceeds from convertible promissory notes		25,000			-
Net Cash Provided By Financing Activities		28,888			-

Net Change in Cash		978			10,206

Cash at beginning of period		1,416			-

Cash at end of period	$	2,394		$	10,206

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental disclosures of non-cash investing and financing activities:
Debt discount on convertible debentures	$	7,299		$	-

The Accompanying Notes are an Integral Part of These Financial Statements

F-18

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – ORGANIZATION

In April 2013 the FSTWV preferred stock holders A, B, C and D series converted their prefer shares into common shares of the Company. On October 28, 2013, the Company held a shareholder meeting to reincorporate the Company in the State of Nevada and concurrently change its name to Textmunication Holdings, Inc. The Company also voted to approve a 1 for 5 reverse split of our outstanding common stock. Per-share amounts in the accompanying consolidated financial statements have been adjusted for the split.

For accounting purposes, the SEA transaction has been accounted for as a reverse recapitalization, with Textmunication Holdings, Inc. as the acquirer. The consolidated financial statements of Textmunication Holdings, Inc. for the fiscal year ended December 31, 2013 represent a continuation of the consolidated financial statements of Textmunication, Inc., with one adjustment, which is to retroactively adjust the legal capital of Textmunication, Inc. to reflect the legal capital of Textmunication Holdings, Inc.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Use of Estimates

F-19

TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

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, 2013, the Company has an accumulated deficit of $212,853. 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. These consolidated financial statements do not include any adjustments that might arise from this uncertainty.

Risks and Uncertainties

Fair Value Measurements

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

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.

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Convertible Instruments

Warrants

Cash and cash equivalents

The Company considers all highly liquid instruments purchased with a 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.

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 March 31, 2014 and December 31, 2013the allowance for doubtful accounts was $0 and bad debt expense of $0 for the three months ended March 31, 2014 and 2013.

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image and product. The Company expenses all advertising costs as incurred. For the three months ended March 31, 2014 and 2013, advertising expenses were $0 and $0 respectively.

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TABLE OF CONTENTS

Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Income Taxes

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.

Since the Company reflected a net loss for the three months ended March 31, 2014, the effect of considering any common stock equivalents would have been anti-dilutive and therefore a separate computation of diluted loss per share is not presented. The Company did not have any common stock equivalents during the three months ended March 31, 2013.

Recent Accounting Pronouncements

No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements.

Note 3 – ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 3 – ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT (Continued)

Note 4 – LOANS PAYABLE

In 2012 the Company has a loan outstanding with a former employee. The loan is due on demand and has no interest. During the year ended December 31, 2012 the Company entered into a settlement with the former employee which resulted in a loss on debt settlement of $2,044. Amounts outstanding as of March 31, 2014 and December 31, 2013 were $0 and $1,112, respectively.

During the year ended December 31, 2013 the Company received loans from a relative of the CEO. The loans are due on demand and have no interest. Amounts outstanding as of March 31, 2014 and December 31, 2013 were $10,000 and $5,000, respectively.

During the three months ended the Company received a loan for $5,000. The loan is due on demand and has no interest.

Note 5 – CONVERTIBLE PROMISSORY NOTES

Convertible notes payable consists of the following as of March 31, 2014 and December 31, 2013

Description		March 31, 2014				December 31, 2013
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Company’s common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debt’s inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $18,641 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $34,590 and $0, respectively. Interest expense recorded on the convertible notes for the three months ended March 31, 2014 and March 31, 2013 was $2,261 and $0, respectively.

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 5 – CONVERTIBLE PROMISSORY NOTES (Continued)

One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect. The principal balance outstanding on the loans as of March 31, 2014 and December 31, 2013 was $76,429 and $76,429, respectively.	$	76,429	76,429

In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Company’s common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Company’s common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. The relative fair value of the common stock and warrants at the debt’s inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $3,946 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $9,690 and $13,637, respectively. Interest expense recorded on the convertible note for the three months ended March 31, 2014 and 2013 was $2,466 and $0, respectively. The principal balance outstanding on the loan as of March 31, 2014 and December 31, 2013 was $50,000 and $50,000, respectively.		50,000	50,000

On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%.

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 5 – CONVERTIBLE PROMISSORY NOTES (Continued)

Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $214 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $1,193 and $979, respectively. Interest expense recorded on the convertible note for the three months ended March 31, 2014 and 2013 was $296 and $0, respectively. The principal balance outstanding on the loan as of March 31, 2014 and December 31, 2013 was $10,000 and $10,000, respectively.	10,000	10,000

On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on August 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 588.26%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $82 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $569 and $0, respectively. Interest expense recorded on the convertible note for the three months ended March 31, 2014 and 2013 was $56 and $0, respectively. The principal balance outstanding on the loan as of March 31, 2014 and December 31, 2013 was $5,000 and $0, respectively.	5,000	-

On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.29%; no dividend yield; and a risk free interest rate of 0.12%. Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $324 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $3,000 and $0, respectively. Interest expense recorded on the convertible notes for the three months ended March 31, 2014 and 2013 was $151 and $0, respectively. The principal balance outstanding on the loans as of March 31, 2014 and December 31, 2013 was $10,000 and $0, respectively.	10,000	-

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 5 – CONVERTIBLE PROMISSORY NOTES (Continued)

On March 10, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. Amortization of debt discount during the three months ended March 31, 2014 and 2013 was $109 and $0, respectively and the unamortized discount at March 31, 2014 and December 31, 2013 was $3,215 and $0, respectively. Interest expense recorded on the convertible note for the three months ended March 31, 2014 and 2013 was $69 and $0, respectively. The principal balance outstanding on the loan as of March 31, 2014 and December 31, 2013 was $10,000 and $0, respectively.		10,000	-

Total convertible notes payable		161,429	136,429
Less discounts		101,030	93,731
Add amortization		48,986	25,670
Convertible notes net of discount		109,385	68,369
Less current portion		82,149	68,369
Convertible notes, net of current	$	27,236	-

Note 6 – WARRANTS

On January 20, 2014, the Company issued 50,000 warrants with an exercise price of $0.125 per share in conjunction with a $5,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

On February 13, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with two $5,000 convertible promissory notes. The warrants are exercisable at any time for one year following the execution of the agreement.

On March 10, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 6 – WARRANTS (continued)

The following assumptions were used to calculate the grant date fair value of the warrants:

	November 7 Warrants			November 17 Warrants			January 20 Warrants			February 13 Warrants			March 10 Warrants
Market price and estimated fair value of common stock	$	0.0135		$	0.015		$	0.0151		$	0.05		$	0.05
Exercise price	$	0.10		$	0.125		$	0.125		$	0.125		$	0.125
Remaining contractual life (years)		1.00			1.00			1.00			1.00			1.00
Dividend yield		-			-			-			-			-
Expected volatility		606.16	%		608.68	%		588.26	%		600.29	%		600.26	%
Risk-free interest rate		0.11	%		0.13	%		0.11	%		0.12	%		0.12	%

Outstanding share purchase warrants consisted of the following as of March 31, 2014 and December 31, 2013:

Expiration Date	Exercise price per share		Balance December 31, 2013		Issued		Exercised		Balance March 31, 2014
November 7, 2014	$	0.10		1,000,000		-		-		1,000,000
November 17, 2014	$	0.125		100,000		-		-		100,000
January 20, 2015	$	0.125		-		50,000		-		50,000
February 13, 2015	$	0.125		-		100,000		-		100,000
March 10, 2015	$	0.125		-		100,000		-		100,000
Total Warrants Outstanding				1,100,000		250,000		-		1,350,000

Weighted average exercise price			$	0.102	$	0.125			$	0.106
Average remaining contractual term (years)				0.87						0.77

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 7 – STOCKHOLDERS' EQUITY

In April 2013 the FSTWV preferred stock holders A, B, C and D series converted their prefer shares into common shares of the Company.

On September 19, 2013 we issued 1,000,000 shares of common stock to settle a note payable with our former shareholder.

On November 16, 2013 we entered into the SEA and effected our merger and recapitalization.

Note 8 – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2013 and 2012 the Company received loans from a relative of the CEO. The loans are due on demand and have no interest. Amounts outstanding as of March 31, 2014 and December 31, 2013 were $10,000 and $10,000, respectively.

Note 9 – INCOME TAX

We experienced a change of control coincident with the execution of the SEA. On that date we had cumulative net operating losses totaling approximately $166,000. Management has determined that due to the impact of Section 382 of the Internal Revenue Code, the application of net operating loss carry forwards against future taxable income will be severally limited. Accordingly, we believe the tax benefit of such loses will be insignificant and we therefore chose not to present a deferred tax benefit or valuation allowance as of March 31, 2014 or December 31, 2013 and estimate that the cumulative value of timing differences between the carrying value of assets and liabilities for tax purposes is also insignificant.

Note 10 – COMMITMENTS AND CONTINGENCIES

Office Lease

On June 13, 2011 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced August 1, 2011 and expires July 31, 2014. Rent expense was approximately $8,301 and $4,356 for the three months ended March 31, 2014 and 2013, respectively.

Minimum future lease commitments are as follows:

2014		$	5,914
Total		$	5,914

Executive Employment Agreement

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Textmunication Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 10 – COMMITMENTS AND CONTINGENCIES (continued)

Litigations, Claims and Assessments

Note 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events after the balance sheet date of March 31, 2014 through June 4, 2014 , the date the financial statements are available to be issued and determined that there are certain reportable events to be disclosed as follows:

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MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Plan of Operation

Below is our plan of operations for the next twelve months.

Management

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, Director of Sales, Lead Developer, VP of Operations, and Client Success Manager, and 7 consultants that assist with mobile consulting, systems engineering, social media efforts and graphic design, on an as-needed basis. We do not have employment agreements or written consulting agreements with any of our personnel, except for our CEO, Asefi Wais. His employment agreement obligates us to pay him $100,000 annually. In order to compensate him and all of the above managerial and administrative support, we will require $385,000 in the next twelve months.

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 primarily small to medium businesses.

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 estimate the cost for these personnel at $115,000 in the next twelve months.

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. We estimate these expenses at $340,000 for the next twelve months.

Sales Personnel

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:

	1.	Lifestyle : salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc.
	2.	Entertainment : golf, comedy, bars & nightclubs, casinos, bowling, etc,
	3.	Food & restaurant : QSR and restaurant style
	4.	Retail : automotive, clothing, apparel, car washes

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 $110,000 in the next twelve months.

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We will have one Sales Director over teams and more may be added as our company grows and our geographical customer base expands. The sales Director 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 Sales Director already and do not plan on using the proceeds of this Offering to hire anymore.

Professional Fees

We expect to spend roughly $50,000 in professional fees for legal and accounting support in the next twelve months.

Our Budget

We have broken down all of the above expenses in the section of this Prospectus titled, “Use of Proceeds.” Our optimum level of growth for success will be achieved if we are able to raise $1,000,000 in the next twelve months. With our Primary Offering and our Equity Line, we hope to accomplish this goal. However, funds are difficult to raise in today’s economic environment; thus, we have allocated funds in the Use of Proceeds if we are unable to raise $1,000,000 according to percentages of net proceeds received. If we are unable to raise $1,000,000 our ability to implement our business plan and achieve our goals will be significantly diminished. We do not have a minimum amount of funds to raise in the Primary Offering. Thus, if we are unable to enough money to pay our expenses and meet our goals, you could lose your entire investment tin our business.

Results of Operation for the Years Ended December 31, 2013 and 2012

Revenues

For the year ended December 31, 2013, we earned revenues in the amount of $339,533, as compared with revenues of $246,224 for the year ended December 31, 2012. We anticipate that our revenues will increase in 2014, especially if we are able to raise funding sought in this prospectus.

Operating Expenses

Our operating expenses were $346,836 for the year ended December 31, 2013, as compared with $200,845 for the year ended December 31, 2012. Our operating expenses for the year ended December 31, 2013 mainly consisted of commissions of $54,662, consulting fees of $143,173, professional fees of $20,000, payroll of $19,269 and rent of $39,754 compared to commissions of $38,008, consulting fees of $57,647, professional fees of $0, payroll of $19,339 and rent of $17,109 for the three months ended December 31, 2012 .

Other Expenses

We had other expenses of $20,583 for the year ended December 31, 2013 with other expenses of $2,044 for the year ended December 31, 2012. Other expenses for the year ended December 31, 2013 consisted of $11,654 in amortization of debt discount, $2,561 in interest expenses, and $6,368 in factoring expenses. Other expenses for the year ended December 31, 2012 consisted solely of loss on debt settlement.

Net Loss

We had a net loss of $111,947 for the year ended December 31, 2013, as compared with $25,460 for the year ended December 31, 2012.

Results of Operation for Three Months Ended March 31, 2014 and 2013

Revenues

For the three months ended March 31, 2014, we earned revenues in the amount of $106,832, as compared with revenues of 110,494 for the three months ended March 31, 2013. We anticipate that our revenues will increase in 2014, especially if we are able to raise funding sought in this prospectus.

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Operating Expenses

Our operating expenses were $88,658 for the three months ended March 31, 2014, as compared with $92,121 for the three months ended March 31, 2013. Our operating expenses for the three months ended March 31, 2014 mainly consisted of commissions of $6,258, consulting fees of $34,500, professional fees of $10,000, payroll of $6,658 and rent of $8,301 compared to commissions of $38,811, consulting fees of $30,375, professional fees of $0, payroll of $5,946 and rent of $4,536 for the three months ended March 31, 2013 .

Other Expenses

We had other expenses of $31,750 for the three months ended March 31, 2014 with no other expenses for the same period ended March 31, 2013. Other expenses for the three months ended March 31, 2014 consisted of $23,316 in amortization of debt discount, $5,301 in interest expenses, and $3,133 in factoring expenses.

Net Loss

We had a net loss of $46,724 for the three months ended March 31, 2014, as compared with net income of $12,973 for the three months ended March 31, 2013.

Liquidity and Capital Resources

As of March 31, 2014, we had total current assets of $15,156. Our total current liabilities as of March 31, 2014 were $185,918. We had a working capital deficit of $170,762 as of March 31, 2014.

Cashflows from Operating Activities

Operating activities used $27,909 in cash the three months ended March 31, 2014. Our net loss of $46,724 was the main component of our negative operating cash flow, offset mainly by amortization of debt discount of $23,316.

Cashflows from Financing Activities

Cash flows provided by financing activities during the three months ended March 31, 2014 amounted to $28,888 and consisted mostly of proceeds from the sale of convertible promissory notes.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We anticipate needing approximately $1,000,000 in the next 12 months. We only have $2,394 in cash as of March 31, 2014 and this amount is not sufficient for our needs.

Aside from our Standby Equity Distribution Agreement, 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.

Off Balance Sheet Arrangements

As of March 31, 2014, there were no off balance sheet arrangements.

Going Concern

The financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have negative working capital, and have incurred losses since inception resulting in an accumulated deficit of $212,853 as of March 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans, and sales of common stock.

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Emerging Growth Company Status

We are an "emerging growth company" as defined under the Jumpstart our Business Startups Act ("JOBS Act"). We will remain an "emerging growth company" for up to five years, or until the earliest of:

	1	the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,

	2.	the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

	3.	the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

As an "emerging growth company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:

	●	not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (“Sarbanes Oxley”) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a "smaller reporting company", which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

	●	reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

	●	exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards. Under this provision, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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		41		President, CEO and Director

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

Wais Asefi has served as the Chief Executive Officer and Director of Textmunications, 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 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.

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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 our executive officers and directors.

Other Significant Employees

Other than our executive officers, we do not currently have any significant employees.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid or accrued to our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, during our last two completed fiscal years.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen - sation ($)		Nonqualified Deferred Compen-sation Earnings ($)		All Other Compen- sation ($)		Total ($)
Wais Asefi, President CEO & Director		2013 2012	$ $	60,000 40,000	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	60,000 40,000
Andre Mailloux, Former President CEO & Director		2013 2012	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0
Richard T. Brock, Former President CEO & Director		2013 2012	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0

Notes:

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, Textmunications, Inc. He signed an employment agreement on December 17, 2013 with our company and will receive an annual salary of $100,000 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.

Outstanding Equity Awards At Fiscal Year End

As at December 31, 2013 we did not have any outstanding equity awards.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of common shares owned beneficially as of March 13, 2014 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of BeneCficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Shares (1)

Directors and Officers
Common Shares	WAIS ASEFI President, CEO and Director 1940 Contra Costa Blvd Pleasant Hill, CA 94523	65,640,207 Direct			94	%

	All Officers and Directors as a Group (1 person)		65,640,207		94	%
5% Shareholders

Common Shares
	Realty Capital Management (2)		8,449,769		11.3	%
	Saint Jude Capital Management Inc. (3)		6,699,768		9.0	%
	Creative Capital Ventures Ltd. (4)		10,000,000		12.9	%

Note:

	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of March 31, 2014, there were 67,082,167 common shares issued and outstanding.
	(2)	Realty Captial Management is beneficially owned by Julius Csurgo.
	(3)	Saint Jude Capital Management Inc. is beneficially owned by Johnny Figliolini.
	(4)	Creative Capital Ventures Ltd. is a British Virgin Islands registered mutual fund.

Changes in Control

We are not aware of any arrangement, which may result in a change in control in the future.

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RELATED TRANSACTIONS

Except as disclosed below or set forth in “Selling Security Holders” and “Executive Compensation” above, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which the Company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets for the last two completed fiscal years:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;

	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding common shares;
	(iv)	Any of our promoters; and

(v)

Any relative or spouse of any of the foregoing persons who has the same house as such person.

Share Exchange Agreement

On November 16, 2013, we entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation and Wais Asefi (its sole shareholder), whereby we issued 65,640,207 new shares of common stock in exchange for 100% of the issued and outstanding shares of Textmunication, Inc. and simultaneously the major shareholder of the company, Leburn Estates, Inc. retired 1,128,041 post reverse shares (pre-split: 5,640,207) of our common stock to the company’s treasury.

Senior Secured Convertible Promissory Note

In November of 2013, the company issued a Senior Secured Convertible Promissory Note in the principal amount of $50,000. In order to induce the financing, the company’s officer and director, Wais Asefi, agreed to pledge 59,400,000 of his personal shares as collateral to secure payment under the note.

DIRECTOR INDEPENDENCE

We intend to apply to have our common shares quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Wais Asefi is not an independent director as a result of his employment as President and CEO. Accordingly, we do not have any independent members on our Board of Directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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SUBJECT TO COMPLETION, DATED ______________________

PROSPECTUS

TEXTMUNICATIONS HOLDINGS, INC.

10,000,000 UNITS

32,349,305 COMMON SHARES

Dealer Prospectus Delivery Obligation

Until _____________________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND ANY ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. THIS PROSPECTUS AND ANY ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE, NOR DO THIS PROSPECTUS AND ANY ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS PROSPECTUS AND ANY ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF THE DATES ON THEIR COVERS. WHEN WE DELIVER THIS PROSPECTUS OR A SUPPLEMENT OR MAKE A SALE PURSUANT TO THIS PROSPECTUS OR A SUPPLEMENT, WE ARE NOT IMPLYING THAT THE INFORMATION IS CURRENT AS OF THE DATE OF THE DELIVERY OR SALE.

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INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this Offering are as follows:

Expenses (1)	US($)
SEC Registration Fee	$	871.48
Transfer Agent Fees	$	1,000
Accounting Fees and Expenses	$	15,000
Legal Fees and Expenses	$	15,000
Miscellaneous	$	5,000
Total	$	36,871.48

Note:

(1)

All amounts are estimates, other than the SEC's registration fee.

We are paying all expenses of the Offering listed above. No portion of these expenses will be paid by the selling security holders. The selling security holders, however, will pay any other expenses incurred in selling their shares, including any brokerage commissions or costs of sale.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

	3.	a transaction from which the director derived an improper personal profit; and
	4.	willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

such indemnification is expressly required to be made by law;

the proceeding was authorized by our Board of Directors;

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;

such indemnification is required to be made pursuant to the bylaws.

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Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

RECENT SALES OF UNREGISTERED SECURITIES

During the past two years, we completed the following sales of unregistered securities (all amounts have been adjusted to reflect a 5 for 1 reverse split effective November 15, 2013):

The company issued 5,000,000 shares (pre-split) of common stock to its prior officer and director to retire $20,000 in debt.

The company issued 871,812 shares (pre-split) of common stock in conversion of 33,220 shares of preferred stock.

In connection with the Share Exchange Agreement, the company issued its officer and director, Wais Asefi, 65,640,207 shares of common stock.

In connection with the issuance of convertible promissory notes, we issued warrants to purchase 450,000 shares of our common stock exercisable at $0.125 per share and expire one year from the date of issuance.

In connection with the issuance of a promissory note, the company issued 750,000 shares of common stock as an equity kicker for the financing and a warrant to purchase an additional 1,000,000 shares of common stock at an exercise price of $0.10 per share.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Description of Exhibit
2.1		Share Exchange Agreement
2.2		Agreement and Plan of Merger
3.1		Articles of Incorporation
3.2		Certificate of Change
3.3		Bylaws
5.1		Opinion of Cane Clark, LLP with consent to use
10.1		Standby Equity Distribution Agreement
10.2		Senior Secured Convertible Promissory Note
10.3		Pledge and Escrow Agreement
10.4		Convertible Promissory Note
10.5		Convertible Promissory Note
10.6		Convertible Promissory Note
10.7		Convertible Promissory Note
10.8		Convertible Promissory Note
10.9		Convertible Promissory Note
10.10		Convertible Promissory Note
10.11		Warrant – Realty Capital Management
10.12		Warrant – Lawrence A. Read
10.13		Warrant – Anita Samim
10.14		Warrant – Cliff E. Burrage
23.1		Consent of LL Bradford & Company, LLC

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UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and

(c) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

4. That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to the Offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Pleasant Hill, State of California , on June 6 th , 2014.

	TEXTMUNICATIONS HOLDINGS, INC.

	By:	/s/ Wais Asefi
		WAIS ASEFI
		President, CEO and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Wais Asefi	President, CEO and Director	June 6, 2014
WAIS ASEFI	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

BY-LAWS

TEXTMUNICATION HOLDINGS, INC.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve.

Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c) Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

(d) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

(b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of the stockholders setting forth the action so taken and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted.

Section 14. Organization.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 17. Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

Section 18. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20. Removal . Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.

Section 21. Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

(c) Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, email or sms text message, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22. Quorum and Voting.

(a) Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

Section 23. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c) Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 29. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 33. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Nevada Revised Statutes (“N.R.S.”), Chapter 78.

Section 37. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a) Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by N.R.S. Chapter 78; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under N.R.S. Chapter 78 or (iv) such indemnification is required to be made under subsection (d).

(b) Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in N.R.S. Chapter 78.

(c) Expense. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under N.R.S. Chapter 78 for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in N.R.S. Chapter 78, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by N.R.S. Chapter 78.

(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by N.R.S. Chapter 78, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(i) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(iv) References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section 44. Notices.

(a) Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b) Notice to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), by telephone, facsimile, email or by sms text message, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h) Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XIII

AMENDMENTS

Section 45. Amendments.

The Board of Directors shall have the sole power to adopt, amend, or repeal the Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

Section 46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XV

BOARD OF ADVISORS

Section 47. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.

Declared and certified as the Bylaws of TEXTMUNICATION HOLDINGS, INC. on __________________, 2013.

Signature of Officer:

/s/ Andre Mailloux

Name of Officer:

Andre Mailloux

Position of Officer:

President

“COMPANY”		“TEXM”

Textmunication Holdings, Inc. (fka FSTWV Inc.)		Textmunication, Inc.

By:	/s/ Andre Mailloux	By:	/s/ Wais Asefi
Name:	Andre Mailloux	Name:	Wais Asefi
Title:	President	Title:	CEO

Leburn Estates, Inc.

By:	/s/ Eli Elbaz
Name:	Eli Elbaz
Title:	President

TEXM Shareholder:

/s/ Wais Asefi
Wais Asefi

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Document Number(s)	Description	Number of Pages
20130709638-19	Articles of Incorporation	5 Pages/1 Copies

Cane Clark llp		3273 E. Warm Springs Las Vegas, NV 89120
Kyleen E. Cane*	Bryan R. Clark^	Telephone: 702-312-6255
Joe Laxague	Scott P. Doney	Facsimile: 702-944-7100
Christopher T. Clark		Email: sdoney@caneclark.com

	Sincerely,

	CREATIVE CAPIALT VENTURES, LTD.

	By:	/s/ Julius Csurgo
	Name:	Julius Csurgo
	Title:	Managing Director

AGEED TO AND ACCEPTED:

Textmunication Holdings, Inc.

By:	/s/ Wais Asefi
Name:	Wais Asefi
Title:	President

	a.	Execution of this Agreement.

	b.	A representation from Wais Asefi that the Share Exchange Agreement between the Company and Textmunication Inc. will be executed once the Company’s reverse split is completed.

	c.	Promise of delivery to the escrow agent of 750,000 shares of restricted FSTW shares in the name of Realty Management Limited. The Company will issue the Note Holder 750,000 shares of restricted common stock from Company treasury. These shares will have Piggy back Registration rights and can be sold under Rule 144 six months after issuance. The company will comply with all requests regarding the lifting of the restrictions when due, and will comply with any and all requests from the holder for any and all necessary documentation required by its brokers to deposit the shares in its trading accounts otherwise FSTW will be deemed to be in default.

	d.	A representation from Wais Asefi (the “Shareholder”) that 59,400,000 shares of restricted FSTW common stock will be distributed to him in connection with the Share Exchange Agreement along with Medallion Guarantee Stock Power and undated letter to the Company's Transfer Agent authorizing the transfer of all 59,400,000 shares of FSTW in the name of the Note Holder in the Event of Default.

	e.	A promise that FSTW will give the Note Holder 1,000,000 12 month warrants exercisable at the price of $0.10 per warrant. These warrants, when exercised, will have Piggy back Registration rights and can be sold under Rule 144 six months after issuance, provided that the Company has complied with Rule 144.

	REALTY CAPITAL MANAGEMENT LIMITED

	By:	/s/ Julius Csurgo
	Name:	Julius Csurgo
	Title:	DIRECTOR

"Maker": Textmunication Holdings, Inc.

By:	/s/ Wais Asefi
Its:	CEO
Print Name:	Wais Asefi
Date:	March 10, 2014

"Holder": Clifford E. Burrage

By:	/s/ Clifford E. Burrage
Its:	N/A
Print Name:	Clifford E. Burrage
Date:	March 10, 2014

	FSTWV, Inc.
	a Nevada Corporation

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

	Textmunication Holdings, Inc. a Nevada Corporation

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

Dated: ______________	Name: ______________________

	Signature: ____________________

	Address: _____________________

	Textmunication Holdings , Inc.
	a Nevada Corporation

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