Textmunication Holdings Inc. (OTCMKTS:FSTW) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrants Certifying Accountant.
On April 20, 2017, the Company dismissed AMC Auditing, LLC (the
Former Accountant) as the Companys independent registered public
accounting firm and the Company engaged Pinaki Associates LLC
(the New Accountant) as the Companys independent registered
public accounting firm. The engagement of the New Accountant was
approved by the Companys Board of Directors.
The Former Accountants did not audit the Companys financial
statements. The Company retained the Former Accountant on
November 5, 2016. The Former Auditor reviewed the Companys
unaudited financial statements for the three and nine months
ended September 30, 2016, which are contained in the Companys
Form 10-Q filed with the Securities and Exchange Commission on
November 15, 2016.
From November 5, 2016 and through the period ended April 20,
2017, there were no disagreements (as such term is defined in
Item 304 of Regulation S-K) with the Former Accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements
if not resolved to the satisfaction of the Former Accountant
would have caused them to make reference thereto in their reports
on the financial statements for such periods.
From November 5, 2016 and through the period ended April 20,
2017, there were the following reportable events (as such term is
defined in Item 304 of Regulation S-K). As disclosed in Part I,
Item 4 of the Companys Form 10-Q for the quarterly period ended
September 30, 2016, the Companys management determined that the
Companys internal controls over financial reporting were not
effective as of the end of such period due to the existence of
material weaknesses related to the following:
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The Company does not have written documentation of its internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2016. Management evaluated the impact of the Companys failure to have written documentation of our internal controls and procedures on its assessment of the Companys disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
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The Company does not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to the Companys size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of its failure to have segregation of duties on the Companys assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
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Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs the Companys employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Companys Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
These material weaknesses have not been remediated as of the date
of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events
from November 5, 2016 and through the period ended April 20,
2017. The Companys Board of Directors discussed the subject
matter of each reportable event with the Former Accountant. The
Company authorized the Former Accountant to respond fully and
without limitation to all requests of the New Accountant
concerning all matters related to the audited period by the
Former Accountant, including with respect to the subject matter
of each reportable event.
Prior to retaining the New Accountant, the Company did not
consult with the New Accountant regarding either: (i) the
application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion
that might be rendered on the Companys financial statements; or
(ii) any matter that was the subject of a disagreement or a
reportable event (as those terms are defined in Item 304 of
Regulation S-K).
On April 20, 2017, the Company provided the Former Accountant
with its disclosures in the Current Report on Form 8-K disclosing
the resignation of the Former Accountant and requested in writing
that the Former Accountant furnish the Company with a letter
addressed to the Securities and Exchange Commission stating
whether or not they agree with such disclosures. The Former
Accountants response is filed as an exhibit to this Current
Report on Form 8-K.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 16.1 |
Letter from AMC Auditing, LLC to the Securities and Exchange Commission |
About Textmunication Holdings Inc. (OTCMKTS:FSTW)
Textmunication Holdings, Inc. is engaged in the provision of mobile marketing solutions, rewards and loyalty programs. The Company offers a mobile marketing platform where merchants can send customers the up-to-date offers, discounts, alerts and events schedules, such as happy hours, trivia night and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through the Company by opting keywords designated to the merchant’s keywords. This enables 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 through short messaging service. The Company offers its services to markets, including quick service restaurants; gyms, health and fitness; entertainment, including casinos, golf courses, bowling centers and comedy clubs, and retail stores, as well as bars, boutiques, dentists, salons and real estate agents. Textmunication Holdings Inc. (OTCMKTS:FSTW) Recent Trading Information
Textmunication Holdings Inc. (OTCMKTS:FSTW) closed its last trading session 00.0000 at 0.0150 with shares trading hands.
