Current Report Filing (8-k)
May 11 2017 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 9, 2017
Textmunication
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
925-777-2111
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
May 9, 2019, we entered into an Exchange Agreement (the “Agreement”) with our officer and director, Mr. Wais Asefi,
pursuant to which we agreed to exchange Mr. Asefi’s 1,750,000,000 shares of common stock in our company for 2,000,000 shares
of our newly created Series C Convertible Preferred Stock.
The
foregoing description is intended only as a summary of the material terms of the Agreement and is qualified in its entirety by
reference to the full Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference
herein.
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 are incorporated by reference into this Item 3.02.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented
his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We
directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.
Item
3.03 Material Modification of Rights of Security Holders
On
May 9, 2017, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred
stock entitled Series C Convertible Preferred Stock, consisting of up 2,000,000 shares, par value $0.0001. Under the Certificate
of Designation, holders of Series C Convertible Preferred Stock will participate on an equal basis per-share with holders of our
common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation.
Holders of Series C Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters
submitted to shareholders at a rate of 875 votes for each share held. Holders of Series C Convertible Preferred Stock are entitled
to convert each share held for 875 shares of common stock.
The
rights of the holders of Series C Convertible Preferred Stock are defined in the relevant Certificate of Designation filed with
the Nevada Secretary of State on May 9, 2017, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws
The
disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Description
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3.1
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Certificate
of Designation
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10.1
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Exchange
Agreement, dated May 9, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Texmunication
Holdings, Inc.
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/s/
Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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Date:
May 10, 2017
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