UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q



|[X]  | Quarterly
    Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|---- | -------------------------------------------------------------------------------------------
|     |                                                                                            
|     | For
    the quarterly period ended June 30, 2018                                           
|     |                                                                                            
|[  ] | Transition
    Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|     |                                                                                            
|     | For
    the transition period from __________ to__________                                 
|     |                                                                                            
|     | Commission
    File Number: 000-21202                                                      



Textmunication
Holdings, Inc.

(Exact
name of registrant as specified in its charter)





|Nevada                                                                                                                  |  | 58-1588291                                                                                
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction
        of
        incorporation or organization) |  | (IRS
                                         Employer
        Identification
        No.)





1940
Contra Costa Blvd. Pleasant Hill, CA 94523

(Address
of principal executive offices)





925-777-2111

(Registrant’s
telephone number)














(Former name, former address and former
fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [  ] No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). [X] Yes [  ] No



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



| | [  ] Large accelerated filer | [  ] Accelerated filer        | 
| | ---------------------------- | ----------------------------- | 
| | [  ] Non-accelerated filer   | [X] Smaller reporting company | 
| |                              | [  ] 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. [  ]



State the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest practicable date: _____3,975,519,454____________  common shares
as of August 14, 2018




















TABLE
OF CONTENTS



|                               |                                                                                       | Page
|------------------------------ | ------------------------------------------------------------------------------------- | ----
|                               |                                                                                       |     
|PART I – FINANCIAL INFORMATION
|                               |                                                                                       |     
|Item
    1:                    | Financial Statements                                                                  | 3   
|Item
    2:                    | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item
    3:                    | Quantitative and Qualitative Disclosures About Market Risk                            | 7   
|Item
    4:                    | Controls and Procedures                                                               | 7   
|                               |                                                                                       |     
|PART II – OTHER INFORMATION   
|                               |                                                                                       |     
|Item
    1:                    | Legal Proceedings                                                                     | 9   
|Item
    1A:                   | Risk Factors                                                                          | 9   
|Item
    2:                    | Unregistered Sales of Equity Securities and Use of Proceeds                           | 9   
|Item
    3:                    | Defaults Upon Senior Securities                                                       | 9   
|Item
    4:                    | Mine Safety Disclosures                                                               | 9   
|Item
    5:                    | Other Information                                                                     | 9   
|Item
    6:                    | Exhibits                                                                              | 10  



2







PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



Our
consolidated financial statements included in this Form 10-Q are as follows:



|Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017;                           | F-1
|------------------------------------------------------------------------------------------------------------ | ---
|Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (unaudited); | F-2
|Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (unaudited); and       | F-3
|Notes to Consolidated Financial Statements.                                                                  | F-4



These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2018
are not necessarily indicative of the results that can be expected for the full year.



3









TEXTMUNICATION
HOLDINGS, INC.

CONSOLIDATED
BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                                       |  | June
    30, 2018 |             |   | December
    31, 2017 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | --------------------- | -
|ASSETS                                                                                                                                                                                 |  |                   |             |   |                       |  
|Current
    assets                                                                                                                                                                     |  |                   |             |   |                       |  
|Cash
    and cash equivalents                                                                                                                                                          |  | $                 | 50,333      |   |                       | $
|Receivables                                                                                                                                                                            |  |                   | 15,623      |   |                       |  
|Prepaid                                                                                                                                                                                |  |                   | 2,613       |   |                       |  
|Total
    current assets                                                                                                                                                               |  |                   | 68,569      |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Fixed
    assets, net                                                                                                                                                                  |  |                   |             |   |                       |  
|Software                                                                                                                                                                               |  |                   | 85,092      |   |                       |  
|Investment
    in equity method investee                                                                                                                                               |  |                   | 451,215     |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Total
    assets                                                                                                                                                                       |  |                   | 604,876     |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|LIABILITIES
    AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                     |  |                   |             |   |                       |  
|Current
    liabilities                                                                                                                                                                |  |                   |             |   |                       |  
|Accounts
    payable and accrued liabilities                                                                                                                                           |  | $                 | 167,033     |   |                       | $
|Due
    to related parties                                                                                                                                                             |  |                   | 11,750      |   |                       |  
|Convertible
    notes payable, net of discount                                                                                                                                         |  |                   | 67,393      |   |                       |  
|Derivitive
    liability                                                                                                                                                               |  |                   | 75,959      |   |                       |  
|Total
    current liabilities                                                                                                                                                          |  |                   | 322,135     |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Total
    liabilities                                                                                                                                                                  |  |                   | 322,135     |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Stockholders’
    equity (deficit)                                                                                                                                                     |  |                   |             |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Preferred
    stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding                                                                                  |  |                   | 400         |   |                       |  
|Series
    B - Preferred stock, 66,667 shares authorized, $0.0001 par value,  66,667 issued and outstanding                                                                            |  |                   | 7           |   |                       |  
|Series
    C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value,  2,000,000 issued and outstanding                                                                      |  |                   | 200         |   |                       |  
|Common
    stock; $0.0001 par value; 4,000,000,000 shares authorized; issued and outstanding 3,975,519,454 and 2,435,179  as of
    June 30, 2018 and December 31, 2017, respectively. |  |                   | 399         |   |                       |  
|Additional
    paid-in capital                                                                                                                                                         |  |                   | 15,273,072  |   |                       |  
|Accumulated
    deficit                                                                                                                                                                |  |                   | (14,991,337 | ) |                       |  
|Total
    stockholders’ equity (deficit)                                                                                                                                               |  |                   | 282,741     |   |                       |  
|                                                                                                                                                                                       |  |                   |             |   |                       |  
|Total
    liabilities and stockholders’ equity (deficit)                                                                                                                               |  | $                 | 604,876     |   |                       | $



The
accompanying notes are an integral part of these unaudited consolidated financial statements



F-1







TEXTMUNICATION
HOLDINGS, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                        |  | The Three Months Ended |           |   | The Six Months Ended |  
|------------------------------------------------------- |  | ---------------------- | --------- | - | -------------------- | -
|                                                        |  | June 30, 2018          |           |   | June 30, 2017        |  
|Revenues                                                |  | $                      | 227,232   |   |                      | $
|                                                        |  |                        |           |   |                      |  
|Cost of revenues                                        |  |                        | 61,966    |   |                      |  
|                                                        |  |                        |           |   |                      |  
|Gross profit                                            |  |                        | 165,266   |   |                      |  
|                                                        |  |                        |           |   |                      |  
|Operating expenses                                      |  |                        |           |   |                      |  
|Officer compensation                                    |  |                        | 35,500    |   |                      |  
|General and administrative expenses                     |  |                        | 143,127   |   |                      |  
|Total operating expenses                                |  |                        | 178,627   |   |                      |  
|                                                        |  |                        |           |   |                      |  
|Loss from operations                                    |  |                        | (13,361   | ) |                      |  
|                                                        |  |                        |           |   |                      |  
|Other income (expense)                                  |  |                        |           |   |                      |  
|Interest expense                                        |  |                        | (1,855    | ) |                      |  
|Gain (loss) on change of derivative liability           |  |                        |           |   |                      |  
|Amortization of debt discount                           |  |                        | (14,178   | ) |                      |  
|Gain on settlement of notes payable                     |  |                        | 148,725   |   |                      |  
|Total other income (expense)                            |  |                        | 132,692   |   |                      |  
|                                                        |  |                        |           |   |                      |  
|Income (loss) from investment in equity method investee |  |                        | (852      | ) |                      |  
|                                                        |  |                        |           |   |                      |  
|Net income (loss)                                       |  | $                      | 118,479   |   |                      | $
|                                                        |  |                        |           |   |                      |  
|Basic weighted average common shares outstanding        |  |                        | 3,975,519 |   |                      |  
|Net loss per common share: basic and diluted            |  | $                      | 0.03      |   |                      | $



The
accompanying notes are an integral part of these unaudited consolidated financial statements



F-2







TEXTMUNICATION,
INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                |  | Six Months Ended |         
|------------------------------------------------------------------------------- |  | ---------------- | --------
|                                                                                |  | June 30, 2018    |         
|Cash Flows from Operating Activities                                            |  |                  |         
|Net income (loss)                                                               |  |                  | 158,903 
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                  |         
|Amortization of debt discount                                                   |  |                  | 42,534  
|(Gain) loss on derivative liability                                             |  |                  | (100,109
|Non cash interest expense                                                       |  |                  |         
|Depreciation                                                                    |  |                  |         
|Share based compensation                                                        |  |                  |         
|Gain on the settlement of debt                                                  |  |                  | (227,840
|Income from equity method investee                                              |  |                  | 1,121   
|Changes in assets and liabilities                                               |  |                  |         
|Receivables                                                                     |  |                  | (12,774 
|Accounts payable and accrued expenses                                           |  |                  | 145,816 
|Prepaid expenses                                                                |  |                  | (2,613  
|Net cash provided by operating activities                                       |  |                  | 5,038   
|                                                                                |  |                  |         
|Distribution from equity method investee                                        |  |                  |         
|Capitalized cost for internal use software                                      |  |                  | (39,863 
|Net cash used in investing activities                                           |  |                  | (39,863 
|                                                                                |  |                  |         
|Cash Flows from Financing Activities                                            |  |                  |         
|Proceeds on loans payable                                                       |  |                  | -       
|Payments on loans payable                                                       |  |                  | -       
|Proceeds from convertible notes payable                                         |  |                  | -       
|Payments on convertible notes payable                                           |  |                  |         
|Payments on convertible notes payable                                           |  |                  | (25,000 
|Proceeds on issuance of common stock                                            |  |                  | 100,000 
|Net cash used in financing activities                                           |  |                  | 75,000  
|                                                                                |  |                  |         
|Net increase in cash                                                            |  |                  | 40,175  
|                                                                                |  |                  |         
|Cash, beginning of period                                                       |  |                  | 10,158  
|                                                                                |  |                  |         
|Cash, end of period                                                             |  | $                | 50,331  
|                                                                                |  |                  |         
|Supplemental disclosure of cash flow information                                |  |                  |         
|Cash paid for interest                                                          |  | $                | 3,223   
|Cash paid for tax                                                               |  | $                | -       
|                                                                                |  |                  |         
|Non-Cash investing and financing transactions                                   |  |                  |         
|Conversion of debt                                                              |  |                  |         
|Conversion of convertible notes payable                                         |  |                  |         
|Settlement of derivative liability                                              |  |                  |         



The
accompanying notes are an integral part of these unaudited consolidated financial statements





F-3







TEXTMUNICATION
HOLDINGS, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2018



NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS



Textmunication
Holdings, Inc. (Company) was incorporated on May 13, 2010 under the laws of the State of California. Textmunication is 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. For merchants we provide a mobile marketing platform where they can always send
the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer
can also access specials and promotions that merchants choose to distribute through Textmunication by opting in to keywords designated
to the merchant’s keywords.



On
November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication Holdings (Holdings). a Nevada
corporation, whereby the sole shareholder of the Company received 65,640 (post split) new shares of common stock of Holdings in
exchange for 100% of the Company’s issued and outstanding shares.



Basis
of Presentation



The
accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read
in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial
Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim period presented have been
reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.



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 June 30, 2018, the Company has an accumulated deficit of $14,991,335 . 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.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash



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. The balance at times may exceed federally insured limits. At June 30, 2018, no cash balances exceeded the federally
insured limit.



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 the reporting date no allowance for bad
debts necessary.



F-4







TEXTMUNICATION
HOLDINGS, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2018



Revenue
Recognition



Revenues
are recognized when control of the promised is transferred to our customers, in an amount that reflects the consideration we expect
to be entitled to in exchange for those services.



The
Company currently derives a substantial majority of its revenue from fees associated with our subscription services, which generally
include mobile marketing platform services. Customers are billed for the subscription on a monthly basis. For all of the Company’s
customers, regardless of the method, the Company uses to bill them, subscription revenue is recorded as deferred revenue in the
accompanying consolidated balance sheets. As services are performed, the Company recognizes subscription revenue on a monthly
basis over the applicable service period. When the Company provides a free trial period, the Company does not begin to recognize
subscription revenue until the trial period has ended and the customer has been billed for the services.



Professional
services revenues are generated fromSMS and
RCS packages where client logs into a cloud based application​ to send targeted SMS messages to their subscribers base​.
Our customweb application SMS/RCS platform ​is typically billed on a fixed-price
based on the number of SMS/RCS allocated for each package our client purchases. Generally,
revenue forSMS/RCS ​services is recognizedimmediately as our clients
have instant access to their web-based application to send out messages​, the number of SMS/RCS messages allocated to a
client expires at the end of each month and renews beginning of each month. The Company
offers whereby control of the product passes to the customer when delivered and revenue is recognized at the time of delivery.



Results
for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted
and continue to be reported in accordance with our historic accounting under Topic 605



We
did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated
statement of operations for the six months ended June 30, 2018 as a result of applying Topic 606.



Software
Development Costs



The
Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product
development be charged to research and development expense until technological feasibility is established. Thereafter, until the
product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or
net realizable value of the related product.



The
Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for
Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project
stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project
stage is complete and it is probable that the project will be completed, and the software will be used to perform the function
intended.



As
of June 30, 2018, and December 31, 2017, the Company capitalized software development costs in the amount of $85,092 and $45,229
respectively.



Fair
Value of Financial Instruments



The
carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair
values due to the short maturities of these items.



F-5







TEXTMUNICATION
HOLDINGS, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2018



As
required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair
value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted
prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly
or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity
to develop its own assumptions.



The
three levels of the fair value hierarchy are described below:



Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;



Level
2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially
the full term of the asset or liability;



Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable
(supported by little or no market activity).



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.



Financial
assets and liabilities measured at fair value on a recurring basis are summarized below for the three months ended June 30, 2018:



|                                 |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total  | 
|-------------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | ------ | 
|Liabilities                      |  |         |   |  |         |   |   |         |  |   |        | 
|Derivative Financial Instruments |  | $       | — |  |         | $ | — |         |  | $ | 75,959 | 



Financial
assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017:



|                                 |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|-------------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | ------- | 
|Liabilities                      |  |         |   |  |         |   |   |         |  |   |         | 
|Derivative Financial Instruments |  | $       | — |  |         | $ | — |         |  | $ | 319,041 | 



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.



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



F-6







TEXTMUNICATION
HOLDINGS, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2018



Stock-Based
Compensation



The
Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation –
Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized
in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation
expense and credited to additional paid-in capital over the period during which services are rendered.



The
Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants
and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services
provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value
of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly
to compensation expense and additional paid-in capital over the period during which services are rendered.



Investments
in Securities



Investments
in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant
influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership
interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s
Board of Directors, are considered in determining whether the equity method is appropriate.



Recent
Accounting Pronouncements



In
November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of
cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted
cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December
15, 2017 with early adoption permitted. Management evaluated ASU 2016-18 and determined that the adoption of this new accounting
standard did not have a material impact on the Company’s consolidated financial statements.



NOTE
3 – RELATED PARTY TRANSACTIONS



As
of March 31, 2018, the Company had advances due to a related party. The loans are due on demand and have no interest. Amounts
outstanding as of March 31, 2018 and December 31, 2017 were approximately $11,750 and $11,750, respectively



NOTE
4 - CONVERTIBLE NOTE PAYABLE



Convertible
notes payable consists of the following as of March 31, 2018 and December 31, 2016:



|                                  |  | 2018 |        |  | 2017 |  
|--------------------------------- |  | ---- | ------ |  | ---- | -
|Total convertible notes payable   |  |      | 67,393 |  |      |  
|Less discounts                    |  |      | -      |  |      |  
|Convertible notes net of discount |  | $    | 67,393 |  |      | $



The Company accounts for the fair value of
the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded
Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account
for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required
to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value
as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.





F-7









TEXTMUNICATION
HOLDINGS, INC.

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2018



The
following table presents details of the Company’s derivative liabilities associated with its convertible notes as of June
30, 2018 and December 31, 2017:



|                                                          |  | Amount |         
|--------------------------------------------------------- |  | ------ | --------
|Balance December 31, 2017                                 |  | $      | 319,041 
|Adjustment to derivative liability due to debt conversion |  |        | (142,973
|Change in fair market value of derivative liabilities     |  |        | (100,109
|Balance June 30, 2018                                     |  | $      | 75,959  



During
the three months ended March 31, 2018, the Company issued 647,458 shares of common stock with a fair value of $54,631 for the
partial conversion of convertible notes payable. The converted portion of the notes also had associated derivative liabilities
with fair values on the date of conversion of 866,361. The conversion of the derivative liabilities has been recorded through
additional paid-in capital.



The
Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible
note and at March 31, 2018:



|Fair value assumptions – derivative notes: |  | June 30, 2018 |          
|------------------------------------------ |  | ------------- | ---------
|Risk free interest rate                    |  |               | 1.27-1.63
|Expected term (years)                      |  |               | 0.01-0.01
|Expected volatility                        |  |               | 397      
|Expected dividends                         |  |               | 0        



Settlement
Agreements



During
the six months ended June 30, 2018, the Company entered into certain cancellation agreements with the holder of a certain notes
payable in the amounting to $96,721, including accrued interest issued from December 10, 2015 through August 27, 2017. The face
value of the canceled debt of $96,721 has been recorded as a gain on settlement of notes payable as of June 30, 2018.



NOTE
5 – INVESTMENT IN ASPIRE CONSULTING GROUP, LLC



On
January 5, 2016, the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Maryland limited liability
company and certain members of Aspire. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire 49% of all
of the issued and outstanding membership units of Aspire in exchange for the issuance of 66,667 shares of the Company’s
newly created Series B Convertible Preferred Stock to the Members valued at $460,002.



The
Company has concluded that it has the ability to exercise significant influence, but not control, over an Aspire through its acquired
49% equity interest and therefore has accounted for the acquisition of the interest under the equity method.



The
following table presents details of the Company’s investment is Aspire as of June 30, 2018 and December 31, 2017:



|                                          |  | Amount |        
|----------------------------------------- |  | ------ | -------
|Balance December 31, 2017                 |  | $      | 452,336
|Income (loss) from equity method investee |  |        | (1,121 
|Distributions received from Aspire        |  |        | -      
|Balance June 30, 2018                     |  | $      | 451,215



F-8









TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2018



NOTE
6 – COMMITMENTS AND CONTINGENCIES



Office
Lease



On
January 6, 2015 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced January
1, 2015 and expires on thirty days’ notice. Rent expense was approximately $5,268 for the three months ended June 30, 2018
and 2017, respectively.



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 $120,000 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.



NOTE
7 – STOCKHOLDERS’ EQUITY



During
the six months ended June 30, 2018, the Company issued 892,882 shares of common stock (post-split) valued at $299,469 for the
settlement of debt related to a 3a10 settlement.



During
the six months ended June 30, 2018, the Company issued 647,459 shares of common stock (post-split) for the settlement of $54,541
in notes payable.



On
June 8, 2018 the Company entered into a subscription agreement for 9.98% of the company common shares outstanding for $100,000.



During
the three months ended June 30, 2018, the Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock
split, which became effective July 9, 2018. The Company consolidated financial statements have been retroactively restated to
the reflect the effect of the stock split



NOTE
8 – SUBSEQUENT EVENTS



The
1 – 1,000 Reverse Split of “Textmunication Holdings, Inc.” (TXHD) was announced 7/6/2018. This corporate action
from FINRA took effect at the open of business 7/9/2018.



Textmunication
Holdings, Inc. (“TXHD”) entered into Advisory Agreements with Mr. Thomas DiBenedetto and Mr. Joseph Griffin on July
9th, 2018. Mr. DiBenedetto will advise Textmunication on business execution, growth initiatives and strategic investment opportunities.
Mr. Joseph Griffin will join Textmunication as a financial investment advisor. In his role, he will advise the company on strategic
investment opportunities and investment execution.



The
company has evaluated subsequent events for recognition and disclosure through August 11, 2018 which is the date the financial
statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related
disclosures.



F-9







Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking
Statements



Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the
words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We intend such
forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. Further information concerning our business, including additional factors that could materially affect
our financial results, is included herein and in our other filings with the SEC.



Company
Overview



We
are a developing player in the mobile marketing and loyalty 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.



In
the past 4 years, we have grown to over 500 clients and more than 800 different locations in the United States and Canada. We
have achieved this with an expanded focus on a variety of industries, including restaurants, retailers, entertainment venues and
other partnership opportunities. We have decided to focus our energy on the gym, health and fitness club market. However, we are
also working with Quick Service Restaurants (QSR), Beauty/Tanning salons, hospitality, entertainment, digital marketing and sporting
events



We
have also entered into the IT consulting business through our acquisition of a minority interest in Aspire Consulting, LLC. We
plan to assist our controlling partner in the development of this consulting business in addition to improving the market position
of our 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).



Results
of Operation for Three Months Ended June 30, 2018 and 2017



Revenues



For
the three months ended June 30, 2018, we earned revenues in the amount of $227,232, as compared with revenues of 307,788 for the
three months ended June 30, 2017. For the six months ended June 30, 2018, we earned revenues in the amount of $491,124, as compared
with revenues of $536,548 for the six months ended June 30, 2017.



4







The
decrease in revenues for the three and six months ended June 30, 2018 over the prior year period is due to focusing on launching
a new platform that we are hopeful will increase revenues in future quarters. We expect to achieve greater revenues for the rest
of 2018 over 2017.



Cost
of Revenues



Cost
of revenues was $61,966 for the three months ended June 30, 2018, as compared with $84,047 for the same period ended June 30,
2017. Cost of revenues was $117,404 for the six months ended June 30, 2018, as compared with $157,466 for the same period ended
June 30, 2017.



Our
gross profit was $165,266 for the three months ended June 30, 2018 or approximately 73% of revenues, as compared with $223,741
for the same period ended June 30, 2017, or approximately 73% of revenues. Our gross profit was $373,720 for the six months ended
June 30, 2018 or approximately 76% of revenues, as compared with $379,082 for the same period ended June 30, 2017, or approximately
71% of revenues.



Our
cost of revenues decreased for 2018 compared with the 207 and was mainly attributable to less spent on subcontracted labor and
servers. We expect a similar or increased cost of revenues for the rest of 2018.



Operating
Expenses



Our
operating expenses were $178,627 for the three months ended June 30, 2018, as compared with $310,097 for the three months ended
June 30, 2017. Our operating expenses were $510,700 for the six months ended June 30, 2018, as compared with $6,473,348 for the
six months ended June 30, 2017.



The
main reason for our decreased operating expenses in 2018 was a result of less spent on officer compensation and general and administrative
expenses. In 2017, we expensed $6,000,000 as a result of stock-based compensation to our CEO, Wais Asefi. We expect that our operating
expenses for the rest of 2018 will remain similar to that in the present quarter, provided that we do not have to issue stock
for services. Given our lack of operating capital, we have been forced to issue shares for services rendered to the company. We
hope that increase revenues will lessen that trend for 2018 and beyond.



Other
Income/Expenses



We
had other income of $132,692 for the three months ended June 30, 2018 compared with other income of $4,085,716 for the same period
ended June 30, 2017. We had other income of $297,005 for the six months ended June 30, 2018 compared with other expenses of $671,004
for the same period ended June 30, 2017.



Other
income for the three months ended June 30, 2018 consisted mainly of a $148,725 gain on the settlement of notes payable, offset
mainly by the amortization of debt discount of $14,178. Other income for the three months ended June 30, 2017 consisted mainly
of $4,032,108 change in the fair value of derivative liabilities based on Black Scholes.



Other
income for the six months ended June 30, 2018 consisted mainly of a $245,444 gain on the settlement of notes payable and $100,108
on the gain on change of derivative liability, offset mainly by the amortization of debt discount of $42,534. Other expenses for
the six months ended June 30, 2017 consisted mainly of $613,463 due to the loss on change of derivative liabilities and $111,414
in amortization of debt discount, offset by $93,620 in gain on the settlement of notes.



Net
Income/Loss



We
had net income of $118,479 for the three months ended June 30, 2018, as compared with net income of $3,999,360 for the three months
ended June 30, 2017. We had net income of $158,903 for the six months ended June 30, 2018, as compared with a net loss of $6,766,996
for the three months ended June 30, 2017.



5







Liquidity
and Capital Resources



As
of June 30, 2018, we had total current assets of $68,569, consisting of cash, receivables and prepaid expenses. Our total current
liabilities as of June 30, 2018 were $322,135. We had a working capital deficit of $253,566 as of June 30, 2018.



Cash
Flows from Operating Activities



Operating
activities provided $5,038 in cash for the six months ended June 30, 2018, compared with cash used of $49,156 for the six months
ended June 30, 2017. Our positive operating cash flow for the six months ended June 30, 2018 was largely the result of our net
income of $158,903 and changes in accounts payable and accrued expenses of $145,816, offset mainly by the gain on settlement of
debt of $227,840 and the loss on derivative liability of 100,109. Our negative operating cash flow for the six months ended June
30, 2017 was largely the result of our net loss for the period of $6,766,995, offset by share based compensation of $6,115,100
and loss on derivative liabilities of $627,952.



Cash
Flows from Investing Activities



Investing
activities used $39,863 in cash for the six months ended June 30, 2018, compared with cash used of $12,349 for the six months
ended June 30, 2017. Cash flows used in investing activities for the six months ended June 30, 2018 resulted from the capitalized
cost for internal use software. Cash flows used in investing activities for the six months ended June 30, 2017 resulted from distributions
from Aspire under the equity method.



Cash
Flows from Financing Activities



Cash
flows used by financing activities during the six months ended June 30, 2018 amounted to $75,000, compared with cash flows provided
by financing activities of $114,869 for the six months ended June 30, 2017. Our positive cash flows for the six months ended June
30, 2018 consisted of proceeds from the issuance of equity securities. Our positive cash flows for the six months ended June 30,
2017 consisted mainly of proceeds from convertible notes payable.



The
features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial
statements.



Our
optimum level of growth for success will be achieved if we are able to raise $250,000 in the next twelve months. However, funds
are difficult to raise in today’s economic environment. If we are unable to raise $250,000 our ability to implement our
business plan and achieve our goals will be significantly diminished.



We
have experienced a history of losses. With our revenues increasing, however, we are less reliant on outside capital as we have
been in the past. We will need at a minimum $120,000 in capital to operate in the next 12 months.



We
are dependent on investment capital to continue our survival. We have raised money through convertible debt, almost always on
unfavorable terms. There is no guarantee that these small convertible loans will be available to us in the future or on terms
acceptable to us.



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.



Going
Concern



As
of June 30, 2018, we have an accumulated deficit of $14,991,337. Our ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.
While we are expanding our 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 our ability to continue as a going
concern. These financial statements do not include any adjustments that might arise from this uncertainty.



6







Off
Balance Sheet Arrangements



As
of June 30, 2018, there were no off balance sheet arrangements.



Critical
Accounting Policies



In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our critical accounting policies are disclosed in Note 2 of our audited financial statements included in the Form 10-K filed with
the Securities and Exchange Commission.



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.



Item
3. Quantitative and Qualitative Disclosures About Market Risk



A
smaller reporting company is not required to provide the information required by this Item.



Item
4. Controls and Procedures



Disclosure
Controls and Procedures



We
conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as of June 30, 2018, to ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required
to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management,
including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of June 30, 2018, our disclosure controls and procedures were not effective at the reasonable assurance
level due to the material weaknesses identified and described below.



Our
principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.
Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and
our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control
system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of
the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual
a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.



7







Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting



A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or
detected on a timely basis. Management identified the following three material weaknesses that have caused management to conclude
that, as of June 30, 2018, our disclosure controls and procedures, and our internal control over financial reporting, were not
effective at the reasonable assurance level:



| | 1. | We
    do not have written documentation of our 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 June 30, 2018.
    Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our
    assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented
    a material weakness.                                                                                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 2. | We
    do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our 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 our failure to have segregation of duties on our assessment
    of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material
    weakness.                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 3. | Effective
    controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct
    and ethics that governs our 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, our 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.



To
address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial
statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows
for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all
material respects, our financial condition, results of operations and cash flows for the periods presented.



To
remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party
firm to assist us in remedying this material weakness once resources become available.



We
intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order
to segregate duties in a manner that establishes effective internal controls once resources become available.



Changes
in Internal Control over Financial Reporting



No
change in our system of internal control over financial reporting occurred during the period covered by this report, the period
ended June 30, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.



8







PART
II – OTHER INFORMATION



Item
1. Legal Proceedings



As
of June 30, 2018, all litigation has been resolved except for the following case:



Lester
Einhaus vs. Textmunication

United
States District Court – Northern District

Filed
on 6/14/2017

Case:
1:17-cv-04478



Item
1A: Risk Factors



For
our mobile marketing business, see risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2014
filed on April 15, 2015.



For
our interest in Aspire Consulting Group, LLC, see risk factors included in our Current Report on Form 8-K filed on January 1,
2016.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



The
information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.



During
the six months ended June 30, 2018, we issued 892,882 shares of common stock (post-split) valued at $299,469 for the settlement
of debt related to a 3a10 settlement.



During
the six months ended June 30, 2018, we issued 647,459 shares of common stock (post-split) for the settlement of $54,541 in notes
payable.



On
June 8, 2018 we entered into a subscription agreement for 9.98% of the company common shares outstanding for $100,000.



These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were 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. Defaults upon Senior Securities



None



Item
4. Mine Safety Disclosures



N/A



Item
5. Other Information



None



9







Item
6. Exhibits



|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                      
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                 
|3.1                |  | Certificate of Designation, dated May 15, 2017                                                                                                                                  
|10.1               |  | Debt Settlement Agreement, dated August 4, 2017                                                                                                                                 
|31.1               |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                               
|31.2               |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                               
|32.1               |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
|101**              |  | The
    following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in
    Extensible Business Reporting Language (XBRL).
|                   |  |                                                                                                                                                                                 
|                   |  | **Provided
    herewith                                                                                                                                                         



10







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 thereunto duly authorized.



|Textmunication
    Holdings, Inc. |                                                     
|--------------------------------- | ----------------------------------------------------
|                                  |                                                     
|Date:                             | August
    14, 2018                                 
|                                  |                                                     
|By:                               | /s/
    Wais Asefi                                  
|                                  | Wais
    Asefi                                      
|Title:                            | President,
    Chief Executive Officer, and Director



11