UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A



Amendment No. 1



|[X]  | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------
|     |                                                                                   
|     | For
    the fiscal year endedDecember 31, 2015                                    
|     |                                                                                   
|[  ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT    
|     |                                                                                   
|     | 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 ofincorporation
                                         or organization) |  | (I.R.S.
    EmployerIdentification No.)
|                                                                                                                                                |  |                                        
|1940
    Contra Costa Blvd. Pleasant Hill, CA                                                                                                   |  | 94523                                  
|(Address
    of principal executive offices)                                                                                                    |  | (Zip
    Code)                         



Registrant’s
telephone number: 925-777-2111



Securities
registered under Section 12(b) of the Exchange Act:



|Title
    of each class |  | Name
    of each exchange on which registered
|----------------------- |  | ---------------------------------------------
|None                    |  | not
    applicable                           



Securities
registered under Section 12(g) of the Exchange Act:



Title
of each class

Common
Stock, par value $0.0001



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act 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. Yes [  ] No [X]



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). Yes [  ]
No [X]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ] No [X]



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter. $137,238



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
121,177,720 common shares as of May 24, 2016




















EXPLANATORY
NOTE



Textmunication
Holdings, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission
(the “SEC”) on May 31, 2016, and which reported on the years ended December 31, 2015 and December 31, 2014, to include
the RBSM, LLP “Report of Independent Registered Public Accounting Firm,” which inadvertently omitted from the Original
Form 10-K.



Except
as described above, no other changes have been made to the Original Form 10-K. This Amendment does not reflect events occurring
after the date of the Original Form 10-K or modifies or updates any of the other information contained in the Original Form 10-K
in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction
with the Original Form 10-K and our other filings with the SEC.



In
addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications
pursuant to the Sarbanes-Oxley Act of 2002, as exhibits to the Original Form 10-K have been re-executed and re-filed as of the
date of this Amendment and are included as exhibits hereto.

















TABLE
OF CONTENTS



|             |                                                                                                                     | Page
|------------ | ------------------------------------------------------------------------------------------------------------------- | ----
|             | PART
    I                                                                                                          |     
|             |                                                                                                                     |     
|Item
    1.  | Business                                                                                                            | 3   
|Item
    1A. | Risk
    Factors                                                                                                    | 11  
|Item
    2.  | Properties                                                                                                          | 11  
|Item
    3.  | Legal
    Proceedings                                                                                               | 11  
|Item
    4.  | Mine
    Safety Disclosures                                                                                         |     
|             |                                                                                                                     |     
|             | PART
    II                                                                                                         |     
|             |                                                                                                                     |     
|Item
    5.  | Market
    for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 11  
|Item
    6.  | Selected
    Financial Data                                                                                         | 13  
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                           | 13  
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                     | 15  
|Item
    9.  | Changes
    In and Disagreements With Accountants on Accounting and Financial Disclosure                            | 16  
|Item
    9A. | Controls
    and Procedures                                                                                         | 16  
|Item
    9B. | Other
    Information                                                                                               | 16  
|             |                                                                                                                     |     
|             | PART
    III                                                                                                        |     
|             |                                                                                                                     |     
|Item
    10. | Directors,
    Executive Officers and Corporate Governance                                                          | 17  
|Item
    11. | Executive
    Compensation                                                                                          | 20  
|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  | 20  
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                       | 21  
|Item
    14. | Principal
    Accountant Fees and Services                                                                          | 22  
|             |                                                                                                                     |     
|             | PART
    IV                                                                                                         |     
|             |                                                                                                                     |     
|Item
    15. | Exhibits,
    Financial Statement Schedules                                                                         | 22  



2







PART
I



Item
1. Business



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.



For
the past 4 years, we have grown to over 200 clients in the United States, Canada and Mexico. 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.



More
recently, 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).



Mobile
Marketing Business



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;
| |   |                                                                                                                             
| | ● | Dentists
    – 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.



Our
Focus



We
began providing SMA text advertising in 2009 to small businesses, including bars, salons, restaurants and medical professionals.
We have changed our strategy and decided that instead of directing our energy on smaller businesses we will focus on larger chain
and franchise businesses in the Gym, Health and Fitness Club market place offering unique automated solutions to help clubs communicate
with their members and increase membership. In order to entrench ourselves as firmly as possible in this marketplace we have add-on
service provided with companies that provide billing solutions to the Gym, Health & Fitness Club market place. We now have
relationships with the following Gym, Health & Fitness Club billing providers: ASF Payment Solutions, Club Ready, ABC Financial,
National Fitness and Jonas Fitness. These sources have access to a combined 10,400 gyms and fitness centers.



Below
is a list of services that we intend to perform for the health and fitness industry:



3







SMS
Texting



New
Sales:



| | ● | Leads/Inquiries
    (e.g., Text gym to 87365 for an 8 day pass)                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                          
| | ● | Appointment
    reminders (daily sales appointments/automated)                                                           
| |   |                                                                                                                          
| | ● | Referrals/Referral
    programs                                                                                          
| |   |                                                                                                                          
| | ● | Gym
    locator & directions (e.g., find your nearest club Text zip code to 87365)                                       
| |   |                                                                                                                          
| | ● | Welcome
    to the club text to new members (combined w/ an offer, guest pass for a friends, personal training, and more)



Inside
sales:



| | ● | Bring
    a guest (or more) free day, week or month
| | - | ---------------------------------------------------
| |   |                                                    
| | ● | Upgrades                                           
| |   |                                                    
| | ● | Retail
    & juice zone                            
| |   |                                                    
| | ● | Personal
    training sales                        
| |   |                                                    
| | ● | Membership
    renewals (automated)                



Member
Communication & retention:



| | ● | Fitness
    & diet tips                                                                
| | - | ---------------------------------------------------------------------------------------
| |   |                                                                                        
| | ● | Class
    updates                                                                      
| |   |                                                                                        
| | ● | Event
    info                                                                         
| |   |                                                                                        
| | ● | Happy
    B-day alerts (automated)                                                     
| |   |                                                                                        
| | ● | Automated
    texts delivered to people that have not been in for a workout in 30 days.



Operations:



| | ● | Delinquent
    accounts (automated)              
| | - | -------------------------------------------------
| |   |                                                  
| | ● | Cancelled
    accounts (automated)               
| |   |                                                  
| | ● | Surveys/feedback                                 
| |   |                                                  
| | ● | Expired
    credit card notifications (automated)



Our
goal is to partner with the industry leading enterprise software providers to the Health and Fitness Industry. We believe the
top five enterprise software providers in the health and fitness industry account for more than 50% of the total gyms and fitness
centers worldwide. By integrating our web based platform into the existing infrastructure of an enterprise software provider,
we can then uniquely market our service to gyms and fitness centers on a ‘turnkey’ basis. We believe this provides
a significant competitive advantage to us. Our monthly billing rates range between $49-$199 per club. Over the next 24 months
our goal is to become an add-on component to the billing features of at least 50% of the gym billing providers so that we can
attract as many as 5,000 Gym, Health & Fitness clubs in the US. We then intend to expand internationally where there are as
many as 165,000 Gyms, Health & Fitness clubs as of 2013. In addition, we plan on utilizing the same strategy in the salon
and healthcare markets.



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;



4







| | ● | 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.                                                                                                                                                                                        



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 domestic and international carriers. Resellers set
their own pricing plans, text credits and keywords. Analytics, reports and account monitoring are available for tracking customers.



Our
Vertical Markets are the following:



| | ● | QSR
    Restaurants (quick service);                                         
| | - | -----------------------------------------------------------------------------
| |   |                                                                              
| | ● | GYMs,
    Health and Fitness;                                                
| |   |                                                                              
| | ● | Entertainment
    (Casinos, Golf Courses, bowling centers, Comedy Clubs); and
| |   |                                                                              
| | ● | Retail
    stores.                                                           



Referral
Partners



We
have signed up 240 Gym, Health and Fitness Clubs from our relationships listed above. In addition, we are in active negotiations
with a major player in the Loyalty Reward Market. This major player has contacted us to use our SMS text servicing ability to
provide added benefits for their Loyalty Card holders where the consumer will be alerted via an SMS notice letting them know how
many points they have at their favorite restaurant or business.



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 larger chain and franchise businesses in the Gym, Health and Fitness Club market. We also
intend to continue marketing to small to medium businesses that have need of our services.



5







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.



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.       



Government
Regulation



We
are subject to a number of laws and regulations that affect companies generally and specifically those conducting business in
the mobile messaging market, 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.



We
expect that the regulation of our industry generally will continue to increase and that we will be required to devote increasing
amounts of legal and other resources to address this regulation. In addition, the application of existing domestic and international
laws and regulations relating to issues such as user privacy and data protection, marketing, advertising, consumer protection
and mobile disclosures in many instances is unclear or unsettled.



In
addition to its regulation of wireless telecommunications providers generally, the U.S. Federal Communications Commission, or
FCC, has examined, or is currently examining, how and when consumers enroll in mobile services, what types of disclosures consumers
receive, what services consumers are purchasing and how much consumers are charged. In addition, the Federal Trade Commission,
or FTC, has been asked to regulate how mobile marketers can use consumers’ personal information. Consumer advocates claim
that many consumers do not know when their information is being collected from cell phones and how such information is retained,
used and shared with other companies. Consumer groups have asked the FTC to: identify practices that may compromise privacy and
consumer welfare; examine opt-in procedures to ensure consumers are aware of what data is at issue and how it will be used; investigate
marketing tactics that target children; and create policies to halt abusive practices. The FTC has expressed interest in particular
in the mobile environment and services that collect sensitive data, such as location-based information.



6







The
principal laws and regulations that pertain to us and our customers in connection with their utilization of our platform, include:



| | ● | Deceptive
    Trade Practice Law in the U.S. The FTC and state attorneys general are given broad powers by legislatures to curb unfair
    and deceptive trade practices. These laws and regulations apply to mobile marketing campaigns and behavioral advertising.
    The general guideline is that all material terms and conditions of the offer must be “clearly and conspicuously”
    disclosed to the consumer prior to the buying decision. The balancing of the desire to capture a potential customer’s
    attention, while providing adequate disclosure, can be challenging in the mobile context due to the lack of screen space available
    to provide required disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Behavioral
    Advertising. Behavioral advertising is a technique used by online publishers and advertisers to increase the effectiveness
    of their campaigns. Behavioral advertising uses information collected from an individual’s web-browsing behavior, such
    as the pages they have visited or the searches they have made, to select which advertisements to display to that individual.
    This data can be valuable for online marketers looking to personalize advertising initiatives or to provide geo-tags through
    mobile devices. Many businesses adhere to industry self-governing principles, including an opt-out regime whereby information
    may be collected until an individual indicates that he or she no longer agrees to have this information collected. The FTC
    is considering regulations in this area, which may include implementation of a more rigorous opt-in regime. An opt-in policy
    would prohibit businesses from collecting and using information from individuals who have not voluntarily consented. Among
    other things, the implementation of an opt-in regime could require substantial technical support and negatively impact the
    market for our mobile advertising products and services. A few states have also introduced bills in recent years that would
    restrict behavioral advertising within the state. These bills would likely have the practical effect of regulating behavioral
    advertising nationwide because of the difficulties behind implementing state-specific policies or identifying the location
    of a particular consumer. There have also been a large number of class action suits filed against companies engaged in behavioral
    advertising.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Behavioral
    Advertising-Privacy Regulation. Our business is affected by U.S. federal and state laws and regulations governing the
    collection, use, retention, sharing and security of data that we receive from and about our users. In recent years, regulation
    has focused on the collection, use, disclosure and security of information that may be used to identify or that actually identifies
    an individual, such as an Internet Protocol address or a name. Although the mobile and Internet advertising privacy practices
    are currently largely self-regulated in the U.S., the FTC has conducted numerous discussions on this subject and suggested
    that more rigorous privacy regulation is appropriate, including regulation of non-personally identifiable information which
    could, with other information, be used to identify an individual.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Marketing-Privacy
    Regulation. In addition, there are U.S. federal and state laws that govern SMS and telecommunications-based marketing,
    generally requiring senders to transmit messages (including those sent to mobile devices) only to recipients who have specifically
    consented to receiving such messages. U.S. federal laws also govern e-mail marketing, generally imposing an opt-out requirement
    for emails sent within an existing business relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | SMS
    and Location-Based Marketing Best Practices and Guidelines. We are a member of the Mobile Marketing Association, or MMA,
    a global association of 700 agencies, advertisers, mobile device manufacturers, wireless operators and service providers and
    others interested in the potential of marketing via the mobile channel. The MMA has published a code of conduct and best practices
    guidelines for use by those involved in mobile messaging activities. The guidelines were developed by a collaboration of the
    major carriers and they require adherence to them as a condition of service. We voluntarily comply with the MMA code of conduct.
    In addition, the Cellular Telephone Industry Association, or CTIA, has developed Best Practices and Guidelines to promote
    and protect user privacy regarding location-based services. We also voluntarily comply with those guidelines, which generally
    require notice and user consent for delivery of location-based services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | The
    United States Telephone Consumer Protection Act. The TCPA prohibits unsolicited voice and text calls to cell phones through
    the use of an automatic telephone-dialing system (ATDS) unless the recipient has given prior consent. The statute also prohibits
    companies from initiating telephone solicitations to individuals on the national Do-Not-Call list, and restricts the hours
    when such messages may be sent. Violations of the TCPA can result in statutory damages of $500 per violation (i.e., for each
    individual text message). U.S. state laws impose additional regulations on voice and text calls. We believe that our platform
    does not employ an ATDS within the meaning of the TCPA based on case law construing that term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | CAN-SPAM.The U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN SPAM Act, prohibits all commercial
    e-mail messages, as defined in the law, to mobile phones unless the device owner has given “express prior authorization.”
    Recipients of such messages must also be allowed to opt-out of receiving future messages the same way they opted-in. Senders
    have ten business days to honor opt-out requests. The FCC has compiled a list of domain names used by wireless service providers
    to which marketers may not send commercial e-mail messages. Senders have 30 days from the date the domain name is posted on
    the FCC site to stop sending unauthorized commercial e-mail to addresses containing the domain name. Violators are subject
    to fines of up to $6.0 million and up to one year in jail for some spamming activities. Carriers, the FTC, the FCC, and State
    Attorneys General may bring lawsuits to enforce alleged violations of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



7







| | ● | Communications
    Privacy Acts. Foreign and U.S. federal and state laws impose liability for intercepting communications while in transit
    or accessing the contents of communications while in storage.                                                                                                                                                                                                                                                                                                                                                                      
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | Security
    Breach Notification Requirements. In the U.S., various states have enacted data breach notification laws, which require
    notification of individuals and sometimes state regulatory bodies in the event of breaches involving certain defined categories
    of personal information. This new trend suggests that breach notice statutes may be enacted in other jurisdictions, including
    by the U.S. at the federal level, as well.                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | Children.The Children’s Online Privacy Protection Act prohibit the knowing collection of personal information from children
    under the age of 13 without verifiable parental consent, and strictly regulate the transmission of requests for personal information
    to such children. Other countries do not recognize the ability of children to consent to the collection of personal information.
    In addition, it is likely that behavioral advertising regulations will impose special restrictions on use of information collected
    from minors for this purpose.



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.



IT
Consulting



We
own a minority 49% interest in Aspire Consulting, LLC.



Aspire
is headquartered in McLean, Virginia. It provides IT consulting and solution based services as a Service Disabled Veteran Owned
Small Business Concern (SDVOSBC) to commercial, state and federal contractors. Aspire’s leadership and advisory board consists
of executives from Cyber Security, Healthcare, Quality Management, Unified Communications, Energy Management and Financial Services.



On
December 16, 2003, the Veterans Benefits Act (the “Act”) was passed by Congress. Section 308 of the Act established
a procurement program for SDVOSBCs. This procurement program provides that federal contracting officers may restrict competition
to SDVOSBCs and award a sole source or set-aside contract where certain criteria are met.



The
purpose of the procurement program is to provide procuring agencies with the authority to set acquisitions aside for exclusive
competition among SDVOSBCs, as well as the authority to make sole source awards to SDVOSBCs if certain conditions are met.



Aspire
meets the requirements of a SDVOSBC and is eligible for the procurement program. Aspire was verified as SDVOSB by U.S. Department
of Veterans Affairs (VA), Center for Verification and Evaluation (CVE) on December 2, 2015. This verification allows Aspire to
compete for SDVOSB set-aside contracts in both federal and state government sectors. Acceptance into the Veterans First Contracting
Program within the VA System ensures legitimately owned and controlled VOSBs and SDVOSBs are able to compete for VA VOSB and SDVOSB
set-aside contracts and are credited by VA’s large prime contractors for subcontract plan achievements.



Aspire
provides cutting edge IT solutions and consulting services built on technologists and professional subject matter experts. Aspire’s
services are comprised of the following:



|IT
    Consulting           |  | Application
    Services                 |  | Professional
    Services                   
|--------------------------- |  | ---------------------------------------- |  | --------------------------------------------
|IT
    Strategy & Planning  |  | Development,
    Maintenance and Support |  | IT
    Service Management                   
|IT
    Performance/QA/PMO   |  | Verification
    and Validation          |  | Human
    Capital Solutions                 
|BPO,
    BPM                |  | Information
    Management               |  | Infrastructure
    and Development Solutions
|IT
    Process Improvement  |  | E-Commerce
    and Web Development       |  | Managed
    Services                        
|Security
    & Compliance   |  |                                          |  |                                             
|Enterprise
    Architecture |  |                                          |  |                                             



8







IT
Strategy and Planning



Aspire
helps clients navigate through strategic planning to create change and achieve corporate alignment. Its value based management
methodology allows it to help clients align their decisions to business needs.



IT
Performance and Governance



Aspire’s
modern governance models provide a bridge for stronger relationships with IT and the client ensuring alignment with IT operational
priorities. Its IT Service Management (ITIL) and Business Intelligence expertise make it an ideal partner in this area.



BPO/IT
Process Improvement



Aspire
strives to make organizations more competitive by driving down costs and increasing performance. Its team will draw on real-world
experience and deep industry best practice knowledge to help clients achieve a more effective and efficient IT organization.



IT
Security and Compliance



Aspire
helps to reduce IT related risk, securing client’s critical information assets, and ensuring regulatory compliance through
the application of industry-leading security practices. Domain expertise across multiple industries helps Aspire to fully assess
risk and ensure compliance.



Development
and Maintenance



Aspire
designs and develops custom software for enterprise-wide and mission-critical solutions. It supports current programs with top
developers in all technologies. It has proven experience across the technology spectrum with adherence to Quality Control and
Assurance standards to ensure results meet requirements.



Verification
and Validation



Aspire’s
QA team has vast experience making sure software systems meet specification and performance objectives. This is done independent
of the client’s development, testing, and user acceptance team environments. It provides the client an unbiased approach
to testing and certifies that the application does what it is intended to do. This also provides a good audit for applications
working in compliant environments.



Information
Management



Aspire
provides data integration, information architecture, information delivery, business intelligence and information management. It
conducts business and technology assessments across each category. Aspire creates and executes an information strategy that supports
the business demands for better and more comprehensive information for business decision making.



IT
Service Management



Aspire
designs, configures, and installs the leading business service management tools to meet the needs of its client’s environment.
Experienced consultants understand both the technical nature of client applications as well as the real-world usability needs
of their business.



Infrastructure
& Development



Aspire
designs and implements virtualized infrastructure solutions that optimize distribution and availability of IT services. This end-to-end
service provides critical details for planning and design as well as best practices implementation.



Human
Capital Solutions



Aspire
supports on-site/off-site IT with resources across the entire SDLC spectrum. It targets Cloud, Big Data/Analytics, Mobile and
Security. Aspire provides “Best Of Breed” technical and IT experts to deliver cost cutting solutions.



9







Managed
Services



Aspire
provides outsourced IT service management. Specialties include - service desk, applications and database support.



Business
Process Outsourcing



Aspire
provides financial, document management, electronic healthcare, human resources and procurement support. Aspire is knowledgeable
in process efficiency and improvements, coupled with resource expertise with functions from assessments to post-deployment and
process management support.



IT
Outsourcing



Aspire
provides security and risk management, business continuity planning, IT assessment, systems/networks, infrastructure, project
management, agile lifecycle management and business strategy support.



Domain
Expertise



Aspire
provides healthcare, banking, human resources, financial services and technology expertise. It has extensive vendor experience
ranging from back office support to design, testing, deployment, and optimization, highlighted by our expertise in virtualization
and domain management technologies.



Aspire
has teamed with three multi-billion companies on a large Federal IDIQ contracts. The contracts announcements are expected this
summer. Aspire is also pursuing a state software modernization contract by teaming with a global technology leader renowned in
this space.



Employees



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, Wais
Asefi. 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 estimate we will require $385,000 in the next twelve months.



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:



| | ● | Lifestyle:
    salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc.
| | - | ---------------------------------------------------------------------------------------
| |   |                                                                                        
| | ● | Entertainment:
    golf, comedy, bars & nightclubs, casinos, bowling, etc.             
| |   |                                                                                        
| | ● | Food
    & restaurant: QSR and restaurant style                                        
| |   |                                                                                        
| | ● | 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.



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.



10







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. 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 $2,000 per month.



Item
3. Legal Proceedings



We
are not a party to any pending legal proceeding outside of litigation involved in the normal course of business. We are not aware
of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting
securities are adverse to us or have a material interest adverse to us.



PART
II



Item
5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



Market
Information



Our
common stock is quoted under the symbol “TXHD” on the OTCPink operated by OTC Markets Group, Inc. Only a limited market
exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be
sustained. Therefore, a shareholder may be unable to resell his securities in our company.



The
following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported
by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.



|Fiscal Year Ending December 31, 2015 | 
|------------------------------------ | 
|Quarter Ended                        | 
|December
    31, 2015                | 
|September 30, 2015                   | 
|June 30, 2015                        | 
|March 31, 2015                       | 



|Fiscal Year Ending December 31, 2014 | 
|------------------------------------ | 
|Quarter Ended                        | 
|December
    31, 2014                | 
|September 30, 2014                   | 
|June 30, 2014                        | 
|March 31, 2014                       | 



On
May 24, 2016, the last sales price per share of our common stock on the OTCQB was $0.03.



Penny
Stock



The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a market 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 SEC, 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 of such duties or other requirements of the 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 SEC shall require by rule or regulation.



11







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 statement 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 as 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 for our common stock. Therefore, stockholders may
have difficulty selling our securities.



Holders
of Our Common Stock



As
of May 24, 2016, we had 121,177,720 shares of our common stock issued and outstanding, held by 86 shareholders of record, other
than those held in street name.



Dividends



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:



|1. | we
    would not be able to pay our debts as they become due in the usual course of business, or;                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                   
|2. | 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.



Recent
Sales of Unregistered Securities



The
information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during
the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.



During
the year ended December 31, 2015, we issued 14,325,134 shares of common stock with a fair value of $56,859 for the partial conversion
of convertible notes payable.



During
the year ended December 31, 2015, we issued 18,000,000 shares of common stock with a fair value of $2,700,000 as compensation
to a consultant in exchange for services.



On
January 5, 2016, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Aspire Consulting Group,
LLC, a Virginia limited liability company (“Aspire”), and certain members of Aspire (the “Members”).



Pursuant
to the terms of the Exchange Agreement, we 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 our newly created Series B Convertible Preferred Stock pro rata to the Members.



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.



12







Securities
Authorized for Issuance under Equity Compensation Plans



We
have no equity compensation plans.



Item
6. Selected Financial Data



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



Item
7. 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.” 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. 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.



Results
of Operations for the Years Ended December 31, 2015 and 2014



Revenues



For
the year ended December 31, 2015, we earned revenues in the amount of $317,468, as compared with revenues of $342,252 for the
year ended December 31, 2014. The decrease is revenues for the year ended December 31, 2015 is partially due to a change in our
target market. In the previous year, we focused our marketing effort on quick sale restaurants. In 2015, we are focused on enterprise
and API projects in the health and fitness industries. This change in focus resulted in less revenues. The decrease in revenues
is also due to a change in our pricing model to become more competitive. We expect to achieve greater revenues in 2016.



Cost
of Sales



Cost
of sales was $116,339 and $153,755 for the years ended December 31, 2015 and 2014, respectively. Our cost of sales decreased for
2015 compared with the 2014 and was attributable to significantly less incurred in programming costs and less sales.



Operating
Expenses



Our
operating expenses were $3,208,574 for the year ended December 31, 2015, as compared with $422,879 for the year ended December
31, 2014. Our operating expenses for year ended December 31, 2015 mainly consisted of consulting of $2,803,005, contract labor
expense of $99,128, management compensation of $72,875, professional fees of $49,958, and legal fees of $40,440, compared to commissions
of $12,074, consulting fees of $105,521, professional fees of $107,757, payroll of $9,939, contract labor expense of $48,453 and
rent of $27,051 for the year ended December 31, 2014.



Other
Expenses



We
had other expenses of $547,067  for the year ended December 31, 2015 and other expenses of $218,190 for the same period ended
December 31, 2014. Other expenses for the year ended December 31, 2015 consisted of $228,784  in amortization of debt discount,
$259,558  in the loss on change of derivative liabilities and $58,725  in interest expenses. Other expenses for the
year ended December 31, 2014 consisted of $80,828 in amortization of debt discount, $134,229 in interest expenses, and $3,133
in factoring expense.



Net
Loss



We
had a net loss of $3,554,512 for  the year ended December 31, 2015, as compared with net loss of $456,453 for the year ended
December 31, 2014.



13







Liquidity
and Capital Resources



As
of December 31, 2015, we had total current assets of $64,192. Our total current liabilities as of December 31, 2015 were $1,166,141.
We had a working capital deficit of $(1,101,949)  as of December 31, 2015.



Cash
flows from Operating Activities



Operating
activities used $381,472  in cash the year ended December 31, 2015. Our net loss of $3,554,512  was the main component
of our negative operating cash flow, offset mainly by share based compensation of 2,748,000, the loss on derivative liabilities
of $259,558  and amortization of debt discount of $228,784.



Cash
flows from Financing Activities



Cash
flows provided by financing activities during the year ended December 31, 2015 amounted to $437,805  and consisted mostly
of proceeds from the sale of convertible promissory notes and loans payable, offset by payments on such instruments.



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 December 31, 2015, we have an accumulated deficit of $4,177,094.  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.



Off
Balance Sheet Arrangements



As
of December 31, 2015, there were no off balance sheet arrangements.



Critical
Accounting Policies



The
Company’s critical accounting policies are disclosed in Note 2 of our audited financial statements included in the Form
10-K. No new accounting policies have been adopted during the year ended December 31, 2015.



Item
7. Quantitative and Qualitative Disclosures About Market Risk



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



14







Item
8. Financial Statements and Supplementary Data



Index
to Financial Statements Required by Article 8 of Regulation S-X:



Audited
Financial Statements:



|F-1 | Reports
    of Independent Registered Public Accounting Firms                                     
|--- | --------------------------------------------------------------------------------------------------
|F-3 | Consolidated
    Balance Sheets as of December 31, 2015 and 2014                                  
|F-4 | Consolidated
    Statements of Operations for the years ended December 31, 2015 and 2014          
|F-5 | Consolidated
    Statement of Stockholders’ Deficit for the years ended December 31, 2015 and 2014
|F-6 | Consolidated
    Statements of Cash Flows for the years ended December 31, 2015 and 2014          
|F-7 | Notes
    to Consolidated Financial Statements                                                    



15











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders
of

Textmunication Holdings, Inc.



We have audited the accompanying balance sheets
of Textmunication Holdings, Inc as of December 31, 2015, and the related statements of operation, stockholders’ equity (deficit),
and cash flows for the year ended December 31, 2015. Textmunication Holdings, Inc.’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.



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. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, the financial statements referred
to above present fairly, in all material respects, the financial position of Textmunication Holdings, Inc. as of December 31,
2015, and the related statements of operation, stockholders’ equity (deficit), and cash flows for the year ended December
31, 2015, 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 1 to the financial statements,
the Company has negative working capital at December 31, 2015, has incurred recurring losses and recurring negative cash flow
from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



|/s/
    Seale and Beers, CPAs | 
|----------------------------- | 
|                              | 
|Seale and Beers, CPAs         | 
|Las Vegas, Nevada             | 
|May 25, 2016                  | 



F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Textmunication Holdings, Inc.

Las Vegas, Nevada



We have audited the accompanying balance
sheet of Textmunication Holdings, Inc. (the “Company”) as of December 31, 2014, and the related statements of operations,
stockholders’ equity, and cash flows for the period in the year ended December 31, 2014. 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 audit 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. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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 audit provides
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, 2014 and the results
of its operations and its cash flows for the year 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 1 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 1.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/
RBSM LLP








Sugar
Land, TX

April
14, 2015







F-2







Textmunication
Holdings, Inc.

Consolidated
Balance Sheets

December
31, 2015 and 2014



|                                                                                                                                                                                          |  | December 31, 2015 |            |   | December 31, 2014 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                                                                    |  |                   |            |   |                   |  
|Current assets                                                                                                                                                                            |  |                   |            |   |                   |  
|Cash and cash equivalents                                                                                                                                                                 |  | $                 | 61,130     |   |                   | $
|Receivables                                                                                                                                                                               |  |                   | 3,062      |   |                   |  
|Due from related party                                                                                                                                                                    |  |                   | -          |   |                   |  
|Total current assets                                                                                                                                                                      |  |                   | 64,192     |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Fixed Assets, net                                                                                                                                                                         |  |                   | 1,031      |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Total assets                                                                                                                                                                              |  |                   | 65,223     |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                     |  |                   |            |   |                   |  
|Current liabilities                                                                                                                                                                       |  |                   |            |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                                  |  | $                 | 180,537    |   |                   | $
|Due to related parties                                                                                                                                                                    |  |                   | 11,750     |   |                   |  
|Loans payable                                                                                                                                                                             |  |                   | 98,435     |   |                   |  
|Convertible notes payable, net of discount                                                                                                                                                |  |                   | 323,773    |   |                   |  
|Derivitive liability                                                                                                                                                                      |  |                   | 551,646    |   |                   |  
|Total current liabilities                                                                                                                                                                 |  |                   | 1,166,141  |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Total liabilities                                                                                                                                                                         |  |                   | 1,166,141  |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Stockholders’ deficit                                                                                                                                                                     |  |                   |            |   |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 4,000,000
    issued and outstanding                                                                                    |  |                   | 400        |   |                   |  
|Common stock; $0.0001 par value; 250,000,000 shares authorized; 109,542,788 and 77,437,130
    shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively. |  |                   | 10,945     |   |                   |  
|Additional paid-in capital                                                                                                                                                                |  |                   | 3,064,831  |   |                   |  
|Accumulated deficit                                                                                                                                                                       |  |                   | (4,177,094 | ) |                   |  
|Total stockholders’ deficit                                                                                                                                                               |  |                   | (1,100,918 | ) |                   |  
|                                                                                                                                                                                          |  |                   |            |   |                   |  
|Total liabilities and stockholders’ deficit                                                                                                                                               |  | $                 | 65,223     |   |                   | $



The
Accompanying Notes are an Integral Part of These Financial Statements





F-3









Textmunication
Holdings, Inc.

Consolidated
Statement of Operations

For
the Years Ended December 31, 2015 and 2014



|                                                 |  | The Year Ended    |           
|------------------------------------------------ |  | ----------------- | ----------
|                                                 |  | December 31, 2015 |           
|                                                 |  |                   |           
|Revenues                                         |  | $                 | 317,468   
|                                                 |  |                   |           
|Cost of revenues                                 |  |                   | 116,339   
|                                                 |  |                   |           
|Gross profit                                     |  |                   | 201,129   
|                                                 |  |                   |           
|Operating expenses                               |  |                   |           
|General and administrative expenses              |  |                   | 3,208,574 
|Total operating expenses                         |  |                   | 3,208,574 
|                                                 |  |                   |           
|Loss from operations                             |  |                   | (3,007,445
|                                                 |  |                   |           
|Other expense                                    |  |                   |           
|Interest expense                                 |  |                   | (58,725   
|Factoring expense                                |  |                   | -         
|Loss on change of derivitive liability           |  |                   | (259,558  
|Amortization of debt discount                    |  |                   | (228,784  
|Total other expense                              |  |                   | (547,067  
|                                                 |  |                   |           
|Net loss                                         |  | $                 | (3,554,512
|                                                 |  |                   |           
|Basic weighted average common shares outstanding |  |                   | 82,255,992
|Net loss per common share: basic and diluted     |  | $                 | (0.04     



The
Accompanying Notes are an Integral Part of These Financial Statements





F-4









Textmunication
Holdings, Inc.

Consolidated
Statement of Changes in Stockholder's Deficit

For
the Years Ended December 31, 2015 and 2014



|                                            |  |                 |           |  |              |   |     |         |  |  |             |   |  | Additional    |        |   |         |  |           | Total   | 
|------------------------------------------- |  | --------------- | --------- |  | ------------ | - | --- | ------- |  |  | ----------- | - |  | ------------- | ------ | - | ------- |  | --------- | ------- | 
|                                            |  | Preferred stock |           |  | Common Stock |   |     | Paid-in |  |  | Accumulated |   |  | Stockholders’ |       
|                                            |  | Shares          |           |  | Amount       |   |     | Shares  |  |  | Amount      |   |  | Capital       |        |   | Deficit |  |           | Deficit | 
|Balance, June 30, 2013                      |  |                 | -         |  |              | $ | -   |         |  |  | 67,082,130  |   |  | $             | 6,708  |   |         |  | 847       |         | 
|Warrants issued with convertible debt       |  |                 | -         |  |              |   | -   |         |  |  | -           |   |  |               | -      |   |         |  | 36,466    |         | 
|Common stock issued for restructure of note |  |                 | -         |  |              |   | -   |         |  |  | 1,000,000   |   |  |               | 100    |   |         |  | 119,900   |         | 
|Sale of common stock                        |  |                 | -         |  |              |   | -   |         |  |  | 355,000     |   |  |               | 26     |   |         |  | 35,497    |         | 
|Conversion of debt                          |  |                 | -         |  |              |   | -   |         |  |  | 9,000,000   |   |  |               | 900    |   |         |  | 34,290    |         | 
|Net loss                                    |  |                 | -         |  |              |   | -   |         |  |  | -           |   |  |               | -      |   |         |  | -         |         | 
|Balance, December 31, 2014                  |  |                 | -         |  |              |   | -   |         |  |  | 77,437,130  |   |  |               | 7,734  |   |         |  | 227,000   |         | 
|                                            |  |                 |           |  |              |   |     |         |  |  |             |   |  |               |        |   |         |  |           |         | 
|Settlement of derivative liability          |  |                 | -         |  |              |   | -   |         |  |  | -           |   |  |               | -      |   |         |  | 56,583    |         | 
|Returend and retired shares                 |  |                 | -         |  |              |   | -   |         |  |  | (219,476    | ) |  |               | (22    | ) |         |  | (19,978   | )       | 
|Preferred shared issued for services        |  |                 | 4,000,000 |  |              |   | 400 |         |  |  | -           |   |  |               | -      |   |         |  | 47,600    |         | 
|Stock issued to settle notes payable        |  |                 | -         |  |              |   | -   |         |  |  | 14,325,134  |   |  |               | 1,433  |   |         |  | 55,426    |         | 
|Stock issued for services                   |  |                 | -         |  |              |   | -   |         |  |  | 18,000,000  |   |  |               | 1,800  |   |         |  | 2,698,200 |         | 
|Net loss                                    |  |                 | -         |  |              |   | -   |         |  |  | -           |   |  |               | -      |   |         |  | -         |         | 
|Balance, December 31, 2015                  |  |                 | 4,000,000 |  |              |   | 400 |         |  |  | 109,542,788 |   |  |               | 10,945 |   |         |  | 3,064,831 |         | 



The
Accompanying Notes are an Integral Part of These Financial Statements





F-5









Textmunication
Holdings, Inc.

Consolidated Statement
of Cash Flows

For
the Years Ended December 31, 2015 and 2014



|                                                                                |  | The Year Ended    |           
|------------------------------------------------------------------------------- |  | ----------------- | ----------
|                                                                                |  | December 31, 2015 |           
|Cash Flows from Operating Activities                                            |  |                   |           
|Net loss                                                                        |  | $                 | (3,554,512
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                   |           
|Amortization of debt discount                                                   |  |                   | 228,784   
|Loss on derivative liability                                                    |  |                   | 259,558   
|Share based compensation                                                        |  |                   | 2,748,000 
|Write off of due to related party                                               |  |                   | 3,864     
|Depreciation                                                                    |  |                   | 724       
|Changes in assets and liabilities                                               |  |                   |           
|Receivables                                                                     |  |                   | 1,107     
|Prepaid expenses                                                                |  |                   | -         
|Accounts payable and accrued expenses                                           |  |                   | (68,997   
|Net cash from operating activities                                              |  |                   | (381,472  
|                                                                                |  |                   |           
|Purchase of fixed assets                                                        |  |                   | -         
|Net cash used in investing activities                                           |  |                   | -         
|                                                                                |  |                   |           
|Cash Flows from Financing Activities                                            |  |                   |           
|Proceeds from loans payable                                                     |  |                   | 143,737   
|Payments on loans payable                                                       |  |                   | (54,477   
|Proceeds from convertible notes payable                                         |  |                   | 442,000   
|Payments on convertible notes payable                                           |  |                   | (93,455   
|Proceeds from sale of stock                                                     |  |                   | -         
|Net cash from financing activities                                              |  |                   | 437,805   
|                                                                                |  |                   |           
|Net increase in cash                                                            |  |                   | 56,333    
|                                                                                |  |                   |           
|Cash, beginning of period                                                       |  |                   | 4,797     
|                                                                                |  |                   |           
|Cash, end of period                                                             |  | $                 | 61,130    
|                                                                                |  |                   |           
|Supplemental disclosure of cash flow information                                |  |                   |           
|Cash paid for interest                                                          |  | $                 | 2,691     
|Cash paid for tax                                                               |  | $                 | -         
|                                                                                |  |                   |           
|Non-Cash investing and financing transactions                                   |  |                   |           
|Recognition of derivative debt discount                                         |  | $                 | 348,127   
|Conversion of convertible notes payable                                         |  | $                 | 37,403    
|Settlement of derivative liability                                              |  | $                 | 56,583    



The
Accompanying Notes are an Integral Part of These Financial Statements





F-6







TEXTMUNICATION
HOLDINGS, INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



NOTE 1 – BASIS OF PRESENTATION AND
GOING CONCERN



The Company



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 65,640,207 new shares of common stock of Holdings in exchange for 100% of the Company’s issued and
outstanding shares.



Basis of Presentation



The accompanying 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,
2015, the Company has an accumulated deficit of $4,177,094. 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.



Reclassifications



Certain reclassifications have been made to
the prior year’s financial statements to conform to the current year’s presentation. These reclassifications had no
effect on previously reported results of operations. The Company reclassified liabilities due to debt holders from loans payable
to accounts payable and accrued liabilities. The Company also reclassified certain liabilities from convertible notes payable
to due to related parties.



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 December 31, 2015 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 December 31, 2015 & 2014 the allowance for doubtful accounts was $0 and
bad debt expense of $0 and $0, respectively.



F-7







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



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.



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.



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 year ended December 31, 2015:



|                                 |  | Level
    1 |   |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|-------------------------------- |  | ----------- | - |  | ------- | - | - | ------- |  | - | ------- | 
|Liabilities                      |  |             |   |  |         |   |   |         |  |   |         | 
|Derivative Financial Instruments |  | $           | — |  |         | $ | — |         |  | $ | 551,646 | 



F-8







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



Financial assets and liabilities measured
at fair value on a recurring basis are summarized below for the year ended December 31, 2014:



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



The following table presents details of the
Company’s level 3 derivative liabilities as of December 31, 2015 and 2014:



|                                                          |  | Amount |         
|--------------------------------------------------------- |  | ------ | --------
|Balance December 31, 2014                                 |  | $      | -       
|Debt discount originated from derivative liabilities      |  |        | 348,671 
|Initial loss recorded                                     |  |        | 843,190 
|Adjustment to derivative liability due to debt conversion |  |        | (56,039 
|Change in fair market value of derivative liabilities     |  |        | (632,295
|Balance December 31, 2015                                 |  | $      | 551,646 



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.



Property and equipment



Property and equipment are stated at cost,
less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range
from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to
expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts,
and any gain or loss thereon is reflected in operations.



Income Taxes



Income taxes are computed using the asset
and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on
the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted
tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully
offset by an equal valuation allowance.



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-9







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



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.



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
may utilize 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.



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 fromAccounts receivable, neton 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.



F-10







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



NOTE 4 – RELATED PARTY TRANSACTIONS



During the year ended December 31, 2014, the
Company received advances from a related party. The loans are due on demand and have no interest. Amounts outstanding as of December
31, 2015 and December 31, 2014 was approximately $11,750 and $11,750, respectively



During the year ended December 31, 2014, the
Company advanced funds to certain related parties. The loans are due on demand and have no interest. Amounts outstanding as of
December 31, 2015 and December 31, 2014 was approximately $0 and $3,864, respectively.



Note 5 – LOANS PAYABLE



As of December 31, 2015 and 2014, the Company
has short term loans payable of $98,435 and $8,631, respectively. During the years ended December 31, 2015 and 2014, the Company
received proceeds of $143,737 and $0 and made payments of $54,477 and 55,217 respectively from certain short term loans payable
with interest rates ranging from 20%-94%. Interest recorded on the notes for the years ended December 31, 2015 and 2014 was $22,695
and $2,691, respectively.



NOTE 6 - CONVERTIBLE NOTE PAYABLE



Convertible notes payable consists of the
following as of December 31, 2015 and December 31, 2014



|Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | December 31, 2015 |        |  | December 31, 2014 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ |  | ----------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                   |        |  |                   | 
|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 year ended
    December 31, 2015 and 2014 was $0 and $0, respectively and the unamortized discount at December 31, 2015 and December 31,
    2014 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the twelve months ended December
    31, 2015 and 2014 was $5,060 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. |  | $                 | 33,729 |  |                   | 



F-11







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|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.  This note is currently in default and while discussions are ongoing about the resolution of the note, no assurances
    can be given that they will be successful. 
    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 year ended December 31, 2015 and 2014 was $4,521 and $0, respectively and the unamortized discount at December
    31, 2015 and 2014 was $0 and $4,521, respectively. Interest expense recorded on the convertible note for the year ended December
    31, 2015 and 2014 was $6,016 and $2,502, respectively. |  |  | 30,000 |  |  |  | 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%. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $325 and $325, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $0 and $325, respectively. Interest expense recorded on the convertible note for
    the year ended December 31, 2015 and 2014 was $1,203 and $1,344, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  | 10,000 |  |  |  | 10,000 | 



F-12







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|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 year ended December 31, 2015 and 2014 was $249 and $651, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $0 and $249, respectively. Interest expense recorded on the convertible note for
    the year ended December 31, 2015 and 2014 was $0 and $248, 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 year ended December 31, 2015 and 2014 was $1,064 and $2,260, respectively and the
    unamortized discount at December 31, 2015 and 2014 was $0 and $1,064, respectively. Interest expense recorded on the convertible
    note for the year ended December 31, 2015 and 2014 was $1,203 and $1,344, respectively. |  |  | 10,000 |  |  |  | 10,000 | 



F-13







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|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 year ended December 31, 2015 and 2014 was $1,786 and $1,538, respectively and the
    unamortized discount at December 31, 2015 and 2014 was $0 and $1,538, respectively. Interest expense recorded on the convertible
    note for the year ended December 31, 2015 and 2014 was $1,203 and $976, respectively. |  |  | -      |  |  |  | 10,000 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |        |  |  |  |        | 
|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 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 $8,000 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 444.14%; no dividend yield; and a risk free interest rate of 0.11%. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $5,292 and $4,708, respectively and the
    unamortized discount at December 31, 2015 and 2014 was $0 and $5,292, respectively. Interest expense recorded on the convertible
    notes for the year ended December 31, 2015 and 2014 was $1,203 and $852, respectively. |  |  | 10,000 |  |  |  | 10,000 | 



F-14







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On May 29, 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 $8,400 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 290.82%; no dividend yield; and a risk free interest rate of 0.10%. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $6,143 and $3,857, respectively and the
    unamortized discount at December 31, 2015 and 2014 was $0 and $6,143, respectively. Interest expense recorded on the convertible
    notes for the year ended December 31, 2015 and 2014 was $1,203 and $713, respectively. |  |  | 10,000 |  |  |  | 10,000 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |        |  |  |  |        | 
|On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures
    on July 7, 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 $8,400 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 290.82%; no dividend yield; and a risk free interest rate of 0.12%. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $5,151 and $4,849, respectively and the
    unamortized discount at December 31, 2015 and 2014 was $0 and $5,151, respectively. Interest expense recorded on the convertible
    notes for the year ended December 31, 2015 and 2014 was $1,203 and $585, respectively.      |  |  | 10,000 |  |  |  | 10,000 | 



F-15







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On February 27, 2015, we entered into a convertible promissory note pursuant to
    which we borrowed $64,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued
    but unpaid interest is due on November 25, 2015. The note is convertible at any time following 180 days after the issuance
    date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest average three
    day market price of our common stock during the 10 trading days prior to the notice of conversion, subject to adjustment as
    described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted
    to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates,
    together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of
    our outstanding shares of common stock. 
    The note was paid during the year ended December 31, 2015. Interest expense recorded on the convertible note for the year
    ended December 31, 2015 and 2014 was $28,288 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  | -      |  |  |  | - | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |        |  |  |  |   | 
|On April 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed
    $26,500, including a debt discount of $1,650. Interest under the convertible promissory note is 8% per annum, and the principal
    and all accrued but unpaid interest is due on April 20, 2016. The note is convertible at any time following the issuance date
    at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest average three day
    market price of our common stock during the 15 trading days up until date the notice of conversion. The Company recorded a
    debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to
    be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized
    a derivative liability of $42,285 and an initial loss $20,842 based on the Black Scholes Merton pricing model.
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $17,615 and $4,849, respectively and the
    unamortized discount at December 31, 2015 2014 was $0 and $5,478, respectively. Interest expense recorded on the convertible
    notes for the year ended December 31, 2015 and 2014 was $1,198 and $585, respectively. During the year ended December 31,
    2015, the Company issued 818,730 shares of common stock in settlement of $5,207 of the note balance. The fair value of the
    shares on the date of settlement related to the derivative liability of $13,719 was written off to additional paid in capital. |  |  | 21,443 |  |  |  | - | 



F-16







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On April 29, 2015, the Company issued a convertible promissory note in which the
    Company will be taking tranche payments, the total of these payments cannot exceed $400,000. There is an original discount
    component of 10% per tranche. Therefore, the funds available to the Company will be $360,000 and the liability (net of interest)
    will be $400,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each
    principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 0% for the first 90 days and
    12% per annum thereafter. The loan is secured by shares of the Company’s common stock. Each portion of the loan becomes
    convertible immediately after date of the note. The loan and any accrued interest can then be converted into shares of the
    Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest quoted price for the common
    stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the
    year ended December 31, 2015, the Company has received two tranche disbursements of $25,000 and $30,000 on April 29, 2015
    and November 10, 2015, respectively. The tranches included an original issue discount of $2,779 and $3,000. Additionally,
    the Company recorded a debt discount related to the two tranches in the amount of $60,779 in connection with the initial valuation
    of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term
    of the Note. Further, the Company recognized derivative liability of $160,826 and an initial loss of $113,380 based on the
    Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $8,319 and $0, respectively and the unamortized
    discount at December 31, 2015 2014 was $46,707 and $0, respectively. Interest expense recorded on the convertible notes for
    the year ended December 31, 2015 and 2014 was $1,737 and $0, respectively. During the year ended December 31, 2015, the Company
    issued 2,200,000 shares of common stock in settlement of $13,332 of the note balance. The fair value of the shares on the
    date of settlement related to the derivative liability of $34,256 was written off to additional paid in capital. |  |  | 47,447 |  |  |  | - | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 



F-17







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On April 28, 2015, we entered into a convertible promissory note pursuant to which
    we borrowed $40,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum,
    and the principal and all accrued but unpaid interest is due on April 28, 2016. The note is convertible at any time following
    the issuance date at noteholders option into shares of our common stock at a variable conversion price of the lower of the
    closing sale price of common stock on the trading day immediately preceding the conversion date and 50% of the lowest market
    price of our common stock during the 20 trading days up until date the notice of conversion. The Company recorded a debt discount
    in the amount of $40,000 in connection with the initial valuation of the derivative liability of the Note to be amortized
    utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative
    liability of $34,013 and an initial loss of $25,391 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $25,391 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $12,140 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $3,261 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                        |  |  | 40,000 |  |  |  | - | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |        |  |  |  |   | 
|On April 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed
    $25,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest
    is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares
    of our common stock at a variable conversion price of 50% of the lowest market price of our common stock during the 15 trading
    days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection
    with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method
    of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,446 and an initial loss
    of $20,446 based on the Black Scholes Merton pricing model. On September 9, 2015, the note holder converted $5,000 of the
    note payable into 1,000,000 shares of common stock. The converted portion of the note also had an associated derivative liability
    with a fair value on the date of conversion of $8,608. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $17,027 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $7,973 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $3,208 and $0, respectively. During the year ended December 31, 2015, the
    Company issued 500,000 shares of common stock in settlement of $5,000 of the note balance. The fair value of the shares on
    the date of settlement related to the derivative liability of $8,608 was written off to additional paid in capital. |  |  | 20,000 |  |  |  | - | 



F-18







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On May 12, 2015, we entered into a convertible promissory note pursuant to which
    we borrowed $57,500, including a debt discount of $7,500. Interest under the convertible promissory note is 8% per annum,
    and the principal and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following
    the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest
    day market price of our common stock during the 15 trading days prior the date of the notice of conversion. The Company recorded
    a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note
    to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized
    a derivative liability of $107,570 and an initial loss of $57,590 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $38,227 and $0, respectively and the unamortized
    discount at December 31, 2015 2014 was $19,273 and $0, respectively. Interest expense recorded on the convertible notes for
    the year ended December 31, 2015 and 2014 was $2,949 and $0, respectively. |  |  | 57,500 |  |  |  | - | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 



F-19







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On July 10, 2015, we entered into a convertible promissory note pursuant to which
    we borrowed $25,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum,
    and the principal and all accrued but unpaid interest is due on January 30, 2016. The note is convertible at any time following
    the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest
    day market price of our common stock during the 10 trading days prior the date of the notice of conversion. The Company recorded
    a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note
    to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized
    a derivative liability of $26,056 and an initial loss of $1,056 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $24,309 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $4,191 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $1,438 and $0, respectively. |  |  | 25,000 |  |  |  | - | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |        |  |  |  |   | 
|On August 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed
    $55,750, including a debt discount of $5,750. Interest under the convertible promissory note is 10% per annum, and the principal
    and all accrued but unpaid interest is due on May 21, 2016. The note is convertible at any time following the issuance date
    at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest day market price
    of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount
    in the amount of $55,750 in connection with the initial valuation of the derivative liability of the Note to be amortized
    utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative
    liability of $87,934 and an initial loss of $32,184 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $29,628 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $31,872 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $3,208 and $0, respectively. |  |  | 55,750 |  |  |  | - | 



F-20







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On September 9, 2015, we entered into a convertible promissory note pursuant to
    which we borrowed $50,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued
    but unpaid interest is due on June 7, 2016. The note is convertible at any time following the issuance date at noteholders
    option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common
    stock during the 10 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount
    of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the
    effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of
    $398,275 and an initial loss of $348,275 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $20,772 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $29,228 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $1,249 and $0, respectively. |  |  | 50,000 |  |  |  | - | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |   | 
|On September 22, 2015, we entered into a convertible promissory note pursuant to which we
    borrowed $15,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid
    interest is due on March 22, 2016. The note is convertible at any time following the issuance date at noteholders option into
    shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during
    the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $15,000
    in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest
    method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $131,633 and an initial
    loss of $116,633 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $8,242 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $6,758 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $415 and $0, respectively. |  |  | 15,000 |  |  |  | - | 



F-21







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



|On September 23, 2015, we entered into a convertible promissory note pursuant
    to which we borrowed $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued
    but unpaid interest is due on March 23, 2016. The note is convertible at any time following the issuance date at noteholders
    option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common
    stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount
    of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the
    effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of
    $206,447 and an initial loss of $181,447 based on the Black Scholes Merton pricing model. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $13,599 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $11,401 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $685 and $0, respectively. |  |   | 25,000   |   |  |   | -       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | - |  | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   |          |   |  |   |         |  
|On November 5, 2015, we entered into a convertible promissory note pursuant to which we borrowed
    $30,500, including a debt discount of $5,500. Interest under the convertible promissory note is 12% per annum, and the principal
    and all accrued but unpaid interest is due on August 5, 2016. The note is convertible at any date following 90 days after
    the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest
    day market price of our common stock on the date of the notice of conversion. 
    Amortization of debt discount during the year ended December 31, 2015 and 2014 was $1,124 and $0, respectively and the unamortized
    discount at December 31, 2015 and 2014 was $4,376 and $0, respectively. Interest expense recorded on the convertible notes
    for the year ended December 31, 2015 and 2014 was $572 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                               |  |   | 30,500   |   |  |   | -       |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   |          |   |  |   |         |  
|Total convertible notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   | 501,369  |   |  |   | 157,048 |  
|Less discounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |   | (177,596 | ) |  |   | (24,530 | )
|Convertible notes net of discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | $ | 323,773  |   |  | $ | 132,518 |  



F-22







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



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.



The Black-Scholes model utilized the following
inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2015:



|Fair
                                         value assumptions – derivative notes: |  | June
    31, 2015 |           
|----------------------------------------------------------------------------------- |  | ----------------- | ----------
|Risk free interest rate                                                             |  |                   | 0.16-1.06 
|Expected term (years)                                                               |  |                   | 0.721-2.00
|Expected volatility                                                                 |  |                   | 322.88    
|Expected dividends                                                                  |  |                   | 0         



Note 7 – 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 $6,800 and $6,800 for the three months ended March 31, 2015 and 2014, respectively.



Current month to month lease is for $2,000
a month.



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.



Included in this
litigation is a dispute over a $36,363 note secured by 59,400,000 shares of the Company’s common stock. In the view of management,
there are significant issues of fact regarding the proper issuance and assumption of this note by the Company. Additionally, there
are issues over the validity of the prior debt. Regardless, the Company is in discussions to settle this note, and while no guarantee
can be given as to the successful resolution of this matter, the Company believes it will be resolved without litigation.



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.



F-23







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



NOTE 8 – INCOME TAXES



For the year ended December 31, 2015, the
cumulative net operating loss carry-forward from continuing operations is approximately $4,177,094 and will expire beginning in
the year 2030.



The cumulative tax effect at the expected
rate of 35% of significant items comprising our net deferred tax amount is as follows as of December 31, 2015 and 2014:



|                                    |  | 2015 |            |   | 2014 |  
|----------------------------------- |  | ---- | ---------- | - | ---- | -
|Deferred tax asset attributable to: |  |      |            |   |      |  
|Net operating loss carryov?er       |  | $    | 1,461,983  |   |      | $
|Valuation allowance                 |  |      | (1,461,983 | ) |      |  
|Net deferred tax asset              |  | $    | —          |   |      | $



Note 9 – STOCKHOLDERS’ EQUITY



The Company is authorized to issue an aggregate
of 250,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of
“blank check” preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred stock
(“Series A”).



Under the Certificate of Designation, holders
of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution
upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders
of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held.



As of December 31, 2015 and 2014, 109,542,788
and 77,437,130 shares of common stock and 4,000,000 and 0 shares of Series A preferred stock, were issued and outstanding, respectively.



During the year ended December 31, 2015, the
Company issued 4,000,000 shares of Series A preferred stock with a fair value of $48,000.



During the year ended December 31, 2014, we
received $20,000 for the purchase of 200,000 common shares sold a price of $0.10 per share. As of April 24, 2015, due to an administrative
error, the Company had not physically issued the shares, and therefore, we agreed to settle with the investor through the issuance
of $20,000, 8% note payable. The note was subsequently refinanced along with a $5,000 note issued on January 24, 2014 into a $25,000
8% convertible note issued on April 24, 2015.



During the year ended December 31, 2015, the
Company received and retired 19,476 shares of common stock from a shareholder.



F-24







TEXTMUNICATION HOLDINGS,
INC.

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
DECEMBER 31, 2015



During the year ended December 31, 2015, the
Company issued 14,325,134 shares of common stock with a fair value of $56,859 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 $56,583. The conversion of the derivative liabilities has been recorded through additional paid-in capital.



During the year ended December 31, 2015, the
Company issued 18,000,000 shares of common stock with a fair value of $2,700,000 for consulting services.



NOTE 10 – SUBSEQUENT EVENTS



On January 5, 2016, pursuant to Article III
of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled
Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001. Under the Certificate of Designation,
holders of Series B Convertible Preferred Stock will participate on an equal basis per-share with holders of the Company’s
common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series
B Convertible Preferred Stock are not entitled to voting rights.



On January 5, 2016, the Company entered into
a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia 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 pro rata to the Members.



As a result of the Exchange Agreement, the
Company became a minority owner of Aspire. The Exchange Agreement contains customary representations, warranties and conditions
to closing.



On February 29, 2016, the Company borrowed
$100,000 in a 12 month Convertible Note from an investor. The Convertible Note is convertible at the end of six months at the
lower of $0.0211 per share or a 50% discount to the trailing 30 day average closing price of the stock.



During the course of March 2016, the company
issued a total of 11.6 million shares in settlement of convertible notes that were outstanding at the end of December 2015.



F-25









Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure



On
February 2, 2015, L.L. Bradford & Company, LLC resigned as our accountant. We engaged Malone Bailey, LLP as our principal
accountants effective February 9, 2015. On March 11, 2015, we dismissed Malone Bailey, LLP as our accountant. We engaged RBSM
LLP as our principal accountants effective March 11, 2015. On July 24, 2015, we dismissed RBSM, LLP as our accountant. We have
engaged Seale and Beers, CPAs as our principal accounts effective June 9, 2015. The decision to change accountants was approved
by our board of directors. For more information on the change in accountants, please see our Form 8-Ks filed with the Securities
and Exchange Commission on February 11, 2015, March 12, 2015 and July 31, 2015.



Item
9A. Controls and Procedures



As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2015. This evaluation
was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosure.



Based
upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure
controls and procedures were ineffective as of the end of the period covered by this annual report.



Management’s
Annual Report on Internal Control over Financing Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial
reporting as of December 31, 2015 based on criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December
31, 2015, our internal control over financial reporting was not effective. Our management identified the following material weaknesses
in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.



We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2016: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent
upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing
such funds, remediation efforts may be adversely affected in a material manner.



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.



Item
9B. Other Information



None



16







PART
III



Item
10. Directors, Executive Officers and Corporate Governance



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      |  | 42  |  | President,
    CEO and Director
|Rajan
    Natarajan |  | 56  |  | Director                       



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



Wais
Asefi



Wais
Asefi has served as our President, CEO and Director since November 17, 2013. He served as the Chief Executive Officer and Director
of Textmunication, 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’s background and experience in the mobile marketing business support his service as a director of our company.



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.



Rajan
Natarajan



Dr.
Natarajan has been the President of TechnoGen, Inc. since November 2014. He brings more than twenty-five years of strategic management,
diplomatic and leadership experience in both public and private sectors. At present, he is serving as the Commissioner of Maryland
Transportation. He is also on the Board of Maryland Chamber of Commerce, Maryland Attorney General’s Cybersecurity Council
and University Of Maryland Board Of Visitors.



Prior
to this position, Dr. Rajan Natarajan served 4 years as the Maryland Deputy Secretary of State under former Governor Martin O’Malley.
This was the highest administrative position held by an Indian American in Maryland history. Prior to his appointment as the Deputy
Secretary of State, Dr. Natarajan served as Vice-President of Governmental Affairs at Gantech Inc. As a member of Governor-elect
Martin O’Malley’s Transition Team, he successfully lobbied for the creation of new Department for IT, Maryland Department
of Information Technology (DoIT).



Dr.
Natarajan was also a former President of the Maryland India Business Round Table and served on the Board of Directors of the Asian
Pacific Chamber of Commerce. He received numerous honors and awards including National Science Foundation’s Small-Business
Innovation Research award, Leadership Maryland award, Indian Young Scientist Merit Award, Outstanding Achiever award, and Civic
Leadership Award. Dr. Natarajan holds a Ph.D. in Biotechnology and two Master’s Degrees in both Biosciences from the University
of Madras, an MBA from Michigan State University, a US patent, and 50 research publications. He delivered more than 110 keynote
speeches and remarks, and 45 television interviews.



Dr.
Natarajan background and experience in business and his leadership and education qualify him as a director of our company.



Dr.
Natarajan 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.



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.



17







Other
Significant Employees



David
Thielen is not employed by us but may be considered significant in that he is the CEO of Apsire, a company that we have a minority
interest in. His contributions to the success of Aspire is directly tied to our financial success as a shareholder of Aspire.



Family
Relationships



There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become
directors or executive officers.



Involvement
in Certain Legal Proceedings



During
the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any
legal proceeding identified in Item 401(f) of Regulation S-K, including:



1.
Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was
a general partner at or within two years before the time of such filing, or any corporation or business association of which he
or she was an executive officer at or within two years before the time of such filing;



2.
Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);



3.
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:



i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;



ii.
Engaging in any type of business practice; or



iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation
of Federal or State securities laws or Federal commodities laws;



4.
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated
by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with
persons engaged in any such activity;



5.
Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;



6.
Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has
not been subsequently reversed, suspended or vacated;



7.
Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:



i.
Any Federal or State securities or commodities law or regulation; or



18







ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order; or



iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or



8.
Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member.



Audit
Committee



We
do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit
committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally
be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and
interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors
reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants
our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting
matters including fees to be paid to the independent auditor and the performance of the independent auditor.



We
do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We
believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess
these attributes as needed.



For
the fiscal year ending December 31, 2015, the board of directors:



| | 1. | Reviewed
    and discussed the audited financial statements with management, and                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                           
| | 2. | Reviewed
    and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s
    independence.



Based
upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of
the audited financial statements for the year ended December 31, 2015 to be included in this Annual Report on Form 10-K and filed
with the Securities and Exchange Commission.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent
of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the
best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with
respect to the year ended December 31, 2015, the following persons have failed to file, on a timely basis, the identified reports
required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2015:



|Name and principal position    |  | Number
                                         of late
                                         reports |   |  | Transactions
                                         not timely
                                         reported |  |   | Known
                                         failuresto
                                         file arequired
                                         form | 
|------------------------------ |  | -------------------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------------------------ |  | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Wais Asefi CEO, CFO & Director |  |                                                                                                          | 0 |  |                                                                                                                    |  | 1 |                                                                                                                                                                 | 



Code
of Ethics



As
of December 31, 2015, we had not adopted a Code of Ethics. We feel that having a sole officer and director did not warrant the
adoption of a Code of Ethics.



19







Item
11. Executive Compensation



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            
|Wais Asefi1, President CEO & Director
|                                     



Narrative
to Summary Compensation Table



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, Textmunication, Inc. He signed an employment agreement on December 17, 2013 with Textmunication,
Inc. to serve as CEO and Chairman 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. Under
the agreement, he also received an $800 per month allowance for an automobile for personal and professional use. In addition,
Mr. Asefi agreed not to compete with our business for 3 years and not to solicit employees or customers of our company for a period
of twelve months. The agreement has a term until May 1, 2017 but automatically renews for an additional year unless either party
provides a notice of termination 90 days prior to scheduled termination. There are provisions that provide for termination for
cause and resignation for good reason. We will be required to pay Mr. Asefi severance as provided under the agreement.



Outstanding
Equity Awards at Fiscal Year End



As
at December 31, 2015 we did not have any outstanding equity awards.



Director
Compensation



We
did not compensate any director for service in the year ended December 31, 2015.



Pursuant
to our newly created Director Compensation Plan, directors, including Dr. Natarajan, shall receive 1,000,000 shares of common
stock for every 12 months of service.



Aside
from the foregoing, Dr. Natarajan has not had any material direct or indirect interest in any of our transactions or proposed
transactions over the last two years.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The
following table presents certain information regarding beneficial ownership of the Company’s Common Stock as of May 24,
2016, by (i) each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock,
(ii) each director of the Company, (iii) each executive officer and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each person in the table has sole voting and investment power as to the shares shown. Unless otherwise indicated,
the address of each beneficial owner is 1940 Contra Costa Blvd., Pleasant Hill, CA 94523.



|                                                                      |  | Common Stock                       |            |  | Series A Preferred Stock         | 
|--------------------------------------------------------------------- |  | ---------------------------------- | ---------- |  | -------------------------------- | 
|Name and Address of
    Beneficial Owner                              |  | Number of
    Shares
    Owned (1) |            |  | Percent 
    of Class
    (2)(3) | 
|Wais Asefi                                                            |  |                                    | 65,640,207 |  |                                  | 
|All Directors and Executive Officers as a Group (1 person) 5% Holders |  |                                    |            |  |                                  | 



20







| | (1) | Unless
    otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power
    with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (2) | Pursuant
    to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole
    or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days,
    including upon exercise of common shares purchase options or warrants.
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (3) | The
    percent of class is based on 121,177,720 shares of common stock outstanding and 4,000,000 shares of Series A Preferred Stock
    outstanding as of May 24, 2016.                                                                                                                                                                            



Changes
in Control



Please
see the disclosure below in the Related Transactions section concerning Mr. Asefi’s pledge of 35,640,000 shares under the
November 2013 Senior Secured Convertible Promissory Note with Realty Capital Management, as restructured by amendment. This arrangement
may result in a change in control in the future.



Item
13. Certain Relationships and Related Transactions, and Director Independence



Aside
from that which follows and in “Executive Compensation,” none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5%
of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction
for the last two fiscal years or in any presently proposed transaction which, in either case, has or will materially affect us.



Senior
Secured Convertible Promissory Note



On
November 13, 2014, we entered into a Note Restructure Agreement whereby we and Realty Capital Management agreed to extend the
Senior Secured Convertible Promissory Note with an original maturity date of November 7, 2014 until June 30, 2015. In consideration
for extension of the due date of the note, we agreed to issue to Realty Capital Management 1,000,000 shares of our restricted
common stock and to pay $3,750 in interest, of which we were in arrears, in three equal monthly payments of $1,250 starting on
November 30, 2014, and to make scheduled future quarterly interest payments of $2,500 on February 7, 2015 and May 7, 2015.



On
February 27, 2015, we entered into a Second Note Restructure Agreement with Reality Capital Management. Under the Agreement, We
agreed to pay Realty Capital Management $20,000 on or before March 9, 2015, which we did. The collateral under the note was reduced
to 35,640,000 shares and the remaining interest of $2,500 and the remaining principal of $30,000 will be due on June 30, 2015.



We
also owe Realty Capital Management under another promissory note. Both notes total $40,735 as of December 31, 2015.



Convertible
Promissory Note



On
May 29, 2014, we 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. The note is in favor of Yama Asefi. Yama
Asefi is the brother of Wais Asefi, our officer and director. We issued a warrant to purchase 100,000 shares of common stock with
an exercise price of $0.125 per share in conjunction with the convertible promissory note. The warrant is exercisable at any time
for one year following the execution of the agreement.



21







Item
14. Principal Accounting Fees and Services



Below
is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial
statements for the years ended:



|Financial Statements for the Year Ended
    December 31 |  |  | Audit Services |        |  | Audit Related Fees |   |   | Tax Fees |  |   | Other Fees | 
|------------------------------------------------------- |  |  | -------------- | ------ |  | ------------------ | - | - | -------- |  | - | ---------- | 
|2014                                                    |  |  | $              | 86,800 |  |                    | $ | 0 |          |  | $ | 0          | 
|2015                                                    |  |  | $              | 33,000 |  |                    | $ | 0 |          |  | $ | 0          | 



PART
IV



Item
15. Exhibits, Financial Statements Schedules



|(a) | Financial
    Statements and Schedules
|--- | --------------------------------------



The
following financial statements and schedules listed below are included in this Form 10-K.



Financial
Statements (See Item 8)



|(b) | Exhibits
|--- | --------



|Exhibit
    Number |  | Description                                                                                                                                                                                      
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                  
|3.1                |  | Articles
    of Incorporation, as amended (1)                                                                                                                                                    
|                   |  |                                                                                                                                                                                                  
|3.2                |  | Bylaws,
    as amended (1)                                                                                                                                                                       
|                   |  |                                                                                                                                                                                                  
|3.3                |  | Certificate
    of Change(1)                                                                                                                                                                     
|                   |  |                                                                                                                                                                                                  
|31.1               |  | Certification
    of Chief Executive and Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), 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            



| | 1 | Incorporated
    by reference to the Registration Statement on Form S-1 filed on June 6, 2014.
| | - | ----------------------------------------------------------------------------------------------



22







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the 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.                                                                   | 
|--- | --------------------------------------------------------------------------------------------------- | 
|    |                                                                                                     | 
|By: | /s/
    Wais Asefi                                                                                  | 
|    | Wais
    Asefi                                                                                      | 
|    | President,
    Chief Executive Officer, Principal Executive Officer,                                | 
|    | Chief
    Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director | 
|    | June
    6, 2016                                                                                    | 



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|By: | /s/
    Wais Asefi                                                                                  | 
|--- | --------------------------------------------------------------------------------------------------- | 
|    | Wais
    Asefi                                                                                      | 
|    | President,
    Chief Executive Officer, Principal Executive Officer,                                | 
|    | Chief
    Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director | 
|    | June
    6, 2016                                                                                    | 



|By: | /s/
    Rajan Natarajan | 
|--- | ----------------------- | 
|    | Rajan
    Natarajan     | 
|    | Director                | 
|    | June
    6, 2016        | 



23