Statement of Beneficial Ownership (sc 13d)
01 April 2019 - 9:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Textmunication
Holdings, Inc.
(Name of Issuer)
Common
Stock, $0.001 Per Share Par Value
(Title
of Class of Securities)
883178
204
(CUSIP
Number)
Wais
Asefi
Textmunication
Holdings, Inc.
1940
Contra Costa Blvd.
Pleasant
Hill, CA 94523
925-250-4282
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March
22, 2019
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see
the Notes).
1.
|
Names
of Reporting Persons:
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Wais
Asefi
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a Member of a Group (
See
Instructions)
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only:
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4.
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Source
of Funds (See Instruction):
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PF
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5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
[ ]
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6.
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Citizenship
or Place of Organization:
|
U.S.A.
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Number
of Shares Beneficially by Owned by Each Reporting Person With:
|
|
|
7.
|
Sole
Voting Power:
|
4,505,029
SHARES
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8.
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Shared
Voting Power:
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N/A
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9.
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Sole
Dispositive Power:
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4,505,029
SHARES
|
|
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10.
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Shared
Dispositive Power:
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N/A
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,505,029 SHARES
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (
See
Instructions):
[ ]
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13.
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Percent of Class Represented by Amount in Row (11):
40.00%
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14.
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Type of Reporting Person (
See
Instructions):
IN
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ITEM
1.
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SECURITY
AND ISSUER.
|
This
Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Shares”), of Textmunication
Holdings, Inc., a Nevada Corporation (the “Issuer”), and is being filed by David Thielen (the “Reporting Person”).
The Issuer’s current principal executive offices are located at 1940 Contra Costa Blvd. Pleasant Hill, CA 94523.
ITEM
2.
|
IDENTITY
AND BACKGROUND
|
(a)
Through (c) and (f). This Statement is being filed by Wais Asefi, a United States citizen (the “Reporting Person”).
The business address of the Reporting Person is 1940 Contra Costa Blvd. Pleasant Hill, CA 94523. Wais Asefi is currently the Chief
Executive Officer of Textmunication Holdings, Inc.
(d)
and (e). During the previous ten (5) years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of any of a judicial or administrative
body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Shares
were acquired through the Company’s Stock Equity Plan.
ITEM
4.
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PURPOSE
OF TRANSACTION
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The
purpose of this Schedule 13D is to report the Beneficial Ownership by the Reporting Person of 4,505,029 shares or 40.00% of the
Issuer’s issued and outstanding common stock as of March 26, 2019 as explained in Item 5 below.
Except
as provided below, the Reporting Person does not have any current plans or proposals which would relate to or would result in:
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(a)
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the
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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any
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a
sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
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(e)
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any
material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any
other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is
a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which
a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of
control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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(j)
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any
action similar to any of those enumerated above.
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ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER.
|
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(a)
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The
Reporting Person is currently the beneficial owner of 4,505,029 shares of Common Stock of the Issuer, representing approximately
40.00% of the Issuer’s common stock (based upon 11,371,452 outstanding shares of common stock) as of March 26, 2019.
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(b)
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The
Reporting Person has sole voting and dispositive power over the Shares identified in response to Item 5(a) above.
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(c)
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See
response by Reporting Person to Item 4, above.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The
Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities
of the Issuer.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS.
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None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
April 1, 2019
By:
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/s/
Wais Asefi
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Wais
Asefi
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