Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 12, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Textmunication Holdings, Inc. | |
Entity Central Index Key | 0000897078 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,239,452 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 16,005 | $ 68,513 |
Receivables | 15,528 | 14,516 |
Total current assets | 31,533 | 83,029 |
Investment in equity method investee | 438,582 | 450,683 |
Total assets | 470,115 | 533,712 |
Current liabilities | ||
Accounts payable and accrued liabilities | 220,558 | 225,430 |
Due to related parties | 11,750 | 11,750 |
Convertible notes payable, net of discount | 20,000 | 20,000 |
Settlement liability | 163,980 | 360,756 |
Total current liabilities | 416,288 | 617,936 |
Total liabilities | 416,288 | 617,936 |
Stockholders' Equity (Deficit) | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | 400 | 400 |
Common stock; $0.0001 par value; 100,000,000 shares authorized; 11,599,452 and 4,456,452 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. | 1,161 | 446 |
Additional paid-in capital | 18,322,362 | 15,404,716 |
Accumulated deficit | (18,270,300) | (15,489,993) |
Total stockholders'equity (deficit) | 53,827 | (84,224) |
Total liabilities and stockholders' equity (deficit) | 470,115 | 533,712 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | 7 | |
Series C Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | 200 | 200 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | $ 4 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 5,933,333 | 5,933,333 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,599,452 | 4,456,452 |
Common stock, shares outstanding | 11,599,452 | 4,456,452 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 66,667 | 66,667 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 66,667 |
Preferred stock, shares outstanding | 0 | 66,667 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 40,000 | 40,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 40,000 | 0 |
Preferred stock, shares outstanding | 40,000 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 253,683 | $ 227,232 | $ 497,053 | $ 491,124 |
Cost of revenues | 96,027 | 61,966 | 184,553 | 117,404 |
Gross profit | 157,656 | 165,266 | 312,500 | 373,720 |
Operating expenses | ||||
Advertising | 9,285 | 1,771 | 12,115 | 4,020 |
General and administrative | 34,041 | 23,300 | 64,281 | 64,721 |
Legal and Professional fees | 96,756 | 29,560 | 115,918 | 191,194 |
Officer Compensation | 118,190 | 35,500 | 216,998 | 75,000 |
Salaries and Related | 46,532 | 79,013 | 95,121 | 149,882 |
Sales Commission | 21,310 | 5,482 | 40,267 | 16,614 |
Office Rent | 5,512 | 4,001 | 11,025 | 9,269 |
Non Cash Expenses Management fees | 2,521,582 | |||
Total operating expenses | 331,626 | 178,627 | 3,077,307 | 510,700 |
Loss from operations | (173,970) | (13,361) | (2,764,807) | (136,980) |
Other income (expense) | ||||
Other Income | 1,498 | |||
Interest expense | (3,070) | (1,855) | (4,897) | (6,015) |
Amortization of debt discount | (14,178) | (42,534) | ||
Gain (loss) on settlement of derivative liabilities | 100,109 | |||
Gain (loss) on settlement of notes payable | 148,725 | 245,446 | ||
Total other income (expense) | (3,070) | 132,692 | (3,399) | 297,006 |
Loss from investment in equity method investee | (11,942) | (852) | (12,101) | (1,121) |
Net income (loss) | $ (188,982) | $ 118,479 | $ (2,780,307) | $ 158,905 |
Basic weighted average common shares outstanding | 12,059,782 | 3,975,519 | 8,456,856 | 3,641,249 |
Net Income (loss) per common share: basic and diluted | $ (0.02) | $ 0.03 | $ (0.33) | $ 0.04 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Preferred Stock - Series B [Member] | Preferred Stock - Series C [Member] | Preferred Stock - Series D [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 400 | $ 7 | $ 200 | $ 446 | $ 15,404,716 | $ (15,489,993) | $ (84,224) | |
Balance, shares at Dec. 31, 2018 | 4,000,000 | 66,667 | 2,000,000 | 4,456,452 | ||||
Settlement of liabilities | $ 44 | 196,732 | 196,776 | |||||
Settlement of liabilities, shares | 438,000 | |||||||
Stock issuance for services | $ 669 | 2,520,913 | 2,521,582 | |||||
Stock issuance for services, shares | 6,685,000 | |||||||
Net loss | (2,591,325) | (2,591,325) | ||||||
Balance at Mar. 31, 2019 | $ 400 | $ 7 | $ 200 | $ 1,159 | 18,122,361 | (18,081,318) | 42,809 | |
Balance, shares at Mar. 31, 2019 | 4,000,000 | 66,667 | 2,000,000 | 11,579,452 | ||||
Balance at Dec. 31, 2018 | $ 400 | $ 7 | $ 200 | $ 446 | 15,404,716 | (15,489,993) | (84,224) | |
Balance, shares at Dec. 31, 2018 | 4,000,000 | 66,667 | 2,000,000 | 4,456,452 | ||||
Net loss | (2,780,307) | |||||||
Balance at Jun. 30, 2019 | $ 400 | $ 200 | $ 4 | $ 1,161 | 18,322,362 | (18,270,300) | 53,827 | |
Balance, shares at Jun. 30, 2019 | 4,000,000 | 2,000,000 | 40,000 | 11,599,452 | ||||
Balance at Mar. 31, 2019 | $ 400 | $ 7 | $ 200 | $ 1,159 | 18,122,361 | (18,081,318) | 42,809 | |
Balance, shares at Mar. 31, 2019 | 4,000,000 | 66,667 | 2,000,000 | 11,579,452 | ||||
Preferred shares converted to common | $ (7) | $ 2 | 5 | |||||
Preferred shares converted to common, shares | (66,667) | 20,000 | ||||||
Stock and warrants issued for cash | $ 4 | 199,996 | 200,000 | |||||
Stock and warrants issued for cash, shares | 40,000 | |||||||
Net loss | (188,982) | (188,982) | ||||||
Balance at Jun. 30, 2019 | $ 400 | $ 200 | $ 4 | $ 1,161 | $ 18,322,362 | $ (18,270,300) | $ 53,827 | |
Balance, shares at Jun. 30, 2019 | 4,000,000 | 2,000,000 | 40,000 | 11,599,452 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||||
Net Income (loss) | $ (188,982) | $ 118,479 | $ (2,780,307) | $ 158,905 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Amortization of debt discount | 14,178 | 42,534 | ||
Loss on derivative liability | (100,109) | |||
Share based compensation | 2,521,601 | |||
Gain on settlement of derivative liabilities | (227,840) | |||
Income from equity method investee | 11,942 | 852 | 12,101 | 1,121 |
Changes in assets and liabilities | ||||
Receivables | (1,012) | (12,774) | ||
Accounts payable and accrued expenses | (4,891) | 145,814 | ||
Prepaid expenses | (2,613) | |||
Net cash provided by / ( used in) operating activities | (252,508) | 5,036 | ||
Cash Flows from Investing Activities | ||||
Capitalization of software cost | (39,863) | |||
Net cash provided by investing activities | (39,863) | |||
Cash Flows from Financing Activities | ||||
Payments on convertible notes | (25,000) | |||
Net proceeds from issuance of common stocks | 100,000 | |||
Proceeds on Convertible Notes/ Loans Payable- RP | ||||
Net proceeds from sale of stock and warrants | 200,000 | |||
Net cash provided by financing activities | 200,000 | 75,000 | ||
Net increase (decrease) in cash | (52,508) | 40,173 | ||
Cash, beginning of period | 68,513 | 10,158 | ||
Cash, end of period | $ 16,005 | $ 50,331 | 16,005 | 50,331 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 4,897 | $ 3,223 | ||
Non-Cash investing and financing transactions | ||||
Conversion of debt for common stock | ||||
Conversion of convertible notes payable | ||||
Settlement of derivative liability |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS 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. On July 9, 2018 the 1 – 1,000 Reverse Split of “Textmunication Holdings, Inc.” (TXHD) common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split. July 9th, 2018 Textmunication Holdings, Inc. (“TXHD”) entered into Advisory Agreements with Mr. Thomas DiBenedetto and Mr. Joseph Griffin. Mr. DiBenedetto will advise Textmunication on business execution, growth initiatives and strategic investment opportunities. Mr. Joseph Griffin will join Textmunication as a financial investment advisor. In his role, he will advise the company on strategic investment opportunities and investment execution. On May 2, 2019 the Corporation received a notice of conversion under the Certificate of Designation of the Corporation from Aspire Consulting Group LLC for the complete conversion of 66,667 shares of Series A Preferred Stock into 20,000 shares of the Corporation’s common stock. The board of directors approve conversion of the above shares of Series B Preferred Stock into 20,000 shares of common stock in the Corporation. On May 16, 2019, the Corporation filed a Certificate of Withdrawal with the State of Nevada to withdraw its Certificate of Designation for our Series B Preferred Stock. There were no shares of preferred stock outstanding at the time of the filing and the action was approved by our Board of Directors in accordance with Nevada law. Also on May 16, 2019, our Board of Directors created, out of our available shares of preferred stock, par value $0.0001 per share, a series of preferred stock known as “Series D Convertible Preferred Stock” consisting of 40,000 shares. Under the terms of the Series D Certificate of Designation, the shares shall not accrue nor pay dividends except that if dividends are declared for other equity holders of our Company then the Series D Convertible Preferred Stock shall participate on the same basis. Except with respect to any future series of preferred stock of senior rank to the Series D Convertible Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of our Company or the Series D Convertible Preferred Stock and any future series of preferred stock of pari passu rank to the Series D Convertible Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, all shares of capital stock of our Company shall be junior in rank to the Series D Convertible Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of our Company. Each share of Series D Convertible Preferred Stock has a stated value of $10 and is convertible into shares of Common Stock, equal to the stated value divided by the conversion price of our stock price on the day of conversion (subject to adjustment in the event of stock splits and dividends). Failure to effect a conversion within proscribed time periods will effect both liquidated damages and buy-in charges. We are prohibited from effecting the conversion of any share of the Series D Convertible Preferred Stock to the extent that, as a result of such conversion, the holder or any affiliates would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of our Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D Convertible Preferred Stock. Except as required by law and as set forth in the Series D Certificate of Designation, the Series D Convertible Preferred Stock shall have no voting rights. The rights of the holders of Series D Convertible Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on May 16, 2019, attached hereto as Exhibit 3.2, and is incorporated by reference herein. Also on May 16, 2019, our Board of Directors and the majority of the holders of our Series C Convertible Preferred Stock approved an amendment to the certificate of designation for our Series C Convertible Preferred Stock (the Amended Certificate of Designation”), consisting of up 2,000,000 shares, par value $0.0001. Under the Amended Certificate of Designation, holders of our Series C Convertible Preferred Stock are entitled to vote on all shareholder matters with a vote equal to 51% of the total vote of all classes of voting stock of our company. The rights of the holders of Series C Convertible Preferred Stock are defined in the relevant Amended Certificate of Designation filed with the Nevada Secretary of State on May 16, 2019. On June 11, 2019, the Corporation entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate of up to 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred Shares”) and related warrants for gross proceeds to the Company of $200,000. The Warrants have an exercise price of $0.30 per share and are exercisable sixty months from the issuance date. The Warrants provide for cashless exercise in the event we have not registered the common shares underlying the Warrants. On June 25, 2019, Textmunication Holdings, Inc. (the “Company”) issued a press release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging national cannabis market. The Company plans on using its mobile texting platform to enhance communication efforts with the potential acquisitions. Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2019, the Company has an accumulated deficit of $18,270,300. 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 for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2019, 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 June 30, 2019, and 2018 no allowance for doubtful accounts was set up. Revenue Recognition Revenues are recognized when control of the promised is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The Company currently derives a substantial majority of its revenue from fees associated with our subscription services, which generally include mobile marketing platform services. Customers are billed for the subscription on a monthly basis. For all of the Company’s customers, regardless of the method, the Company uses to bill them, subscription revenue is recorded as deferred revenue in the accompanying consolidated balance sheets. As services are performed, the Company recognizes subscription revenue on a monthly basis over the applicable service period. When the Company provides a free trial period, the Company does not begin to recognize subscription revenue until the trial period has ended and the customer has been billed for the services. Professional services revenues are generated from SMS and RCS packages where client logs into a cloud-based application to send targeted SMS messages to their subscribers’ base. Our custom web application SMS/RCS platform is typically billed on a fixed-price based on the number of SMS/RCS allocated for each package our client purchases. Generally, revenue for SMS/RCS services is recognized immediately as our clients have instant access to their web-based application to send out messages, the number of SMS/RCS messages allocated to a client expires at the end of each month and renews beginning of each month. The Company offers whereby control of the product passes to the customer when delivered and revenue is recognized at the time of delivery. Results for reporting periods beginning after January 1, 2019 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605 We did not have a cumulative impact as of January 1, 2019 due to the adoption of Topic 606 and there was not an impact to our consolidated statement of operations for the year ended December 31, 2018 as a result of applying Topic 606. 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. 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. Company policy capitalize property and equipment for cost over $1,000, asset acquired under $1,000 are charge to 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. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method is appropriate. Recent Accounting Pronouncements In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. Management evaluated ASU 2016-18 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS As of March 31, 2019, the Company had advances due to a related party. The loans are due on demand and have no interest. Amounts outstanding as of March 31, 2019 and December 31, 2018 were approximately $11,750 and $11,750, respectively |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of March 31, 2019 and December 31, 2018: 2019 2018 Total convertible notes payable 20,000 20,000 Less discounts - - Convertible notes net of discount $ 20,000 $ 20,000 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. During the three months ended March 31, 2019, the Company issued 438,000 shares of common stock with a fair value of $67,500 for the settlement of liabilities payable. The conversion of the derivative liabilities has been recorded through additional paid-in capital. |
Investment in Aspire Consulting
Investment in Aspire Consulting Group, LLC | 6 Months Ended |
Jun. 30, 2019 | |
Investments Schedule [Abstract] | |
Investment in Aspire Consulting Group, LLC | NOTE 5 – INVESTMENT IN ASPIRE CONSULTING GROUP, LLC On January 5, 2016, the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Maryland limited liability company and certain members of Aspire. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire 49% of all of the issued and outstanding membership units of Aspire in exchange for the issuance of 66,667 shares of the Company’s newly created Series B Convertible Preferred Stock to the Members valued at $460,002. Preferred shares were later converted to 20,000 common stocks. The Company has concluded that it has the ability to exercise significant influence, but not control, over an Aspire through its acquired 49% equity interest and therefore has accounted for the acquisition of the interest under the equity method. The following table presents details of the Company’s investment is Aspire as of March 31, 2019 and December 31, 2018: Amount Balance December 31, 2018 $ 450,683 Income (loss) from equity method investee (12,101 ) Distributions received from Aspire - Balance June 30, 2019 $ 438,582 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Office Lease On January 6, 2015 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and expires on thirty days’ notice. Rent expense was approximately $11,025 and $9,269 for the six months ended June 30, 2019 and 2018, respectively. Executive Employment Agreement The Company has an employment agreement with the CEO/Chairman to perform duties and responsibilities as may be assigned by the Board of Directors. The base salary is in the amount of $120,000 per annum plus an annual discretionary bonus plus benefits commencing on December 17, 2013 and ending May 1, 2017 with an automatic renewal on each anniversary date (May 1) thereafter. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7 – STOCKHOLDERS’ EQUITY During the first quarter of 2019 the company issued a total of 6,685,000 shares to employees and vendors for compensation and services rendered. The fair market value of the shares issues accounted as expenses as follows: Management Fees $ 2,074,600 Payment to subcontractors 446,982 Total 2,521,582 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS On July 31, 2019, the Company announced it qualified to trade on the OTCQB Market. The Company believes the move to the OTCQB Market provides investor benefits including higher reporting standards, access to analyst coverage, increased Market Maker presence and compliance requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2019, no cash balances exceeded the federally insured limit. |
Accounts Receivable and Allowance for Doubtful Accounts | 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 June 30, 2019, and 2018 no allowance for doubtful accounts was set up. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The Company currently derives a substantial majority of its revenue from fees associated with our subscription services, which generally include mobile marketing platform services. Customers are billed for the subscription on a monthly basis. For all of the Company’s customers, regardless of the method, the Company uses to bill them, subscription revenue is recorded as deferred revenue in the accompanying consolidated balance sheets. As services are performed, the Company recognizes subscription revenue on a monthly basis over the applicable service period. When the Company provides a free trial period, the Company does not begin to recognize subscription revenue until the trial period has ended and the customer has been billed for the services. Professional services revenues are generated from SMS and RCS packages where client logs into a cloud-based application to send targeted SMS messages to their subscribers’ base. Our custom web application SMS/RCS platform is typically billed on a fixed-price based on the number of SMS/RCS allocated for each package our client purchases. Generally, revenue for SMS/RCS services is recognized immediately as our clients have instant access to their web-based application to send out messages, the number of SMS/RCS messages allocated to a client expires at the end of each month and renews beginning of each month. The Company offers whereby control of the product passes to the customer when delivered and revenue is recognized at the time of delivery. Results for reporting periods beginning after January 1, 2019 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605 We did not have a cumulative impact as of January 1, 2019 due to the adoption of Topic 606 and there was not an impact to our consolidated statement of operations for the year ended December 31, 2018 as a result of applying Topic 606. |
Fair Value of Financial Instruments | 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. |
Net Income (Loss) Per Common Share | 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 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. Company policy capitalize property and equipment for cost over $1,000, asset acquired under $1,000 are charge to operations. |
Income Taxes | 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 | 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Investments in Securities | Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method is appropriate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. Management evaluated ASU 2016-18 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following as of March 31, 2019 and December 31, 2018: 2019 2018 Total convertible notes payable 20,000 20,000 Less discounts - - Convertible notes net of discount $ 20,000 $ 20,000 |
Investment in Aspire Consulti_2
Investment in Aspire Consulting Group, LLC (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments Schedule [Abstract] | |
Schedule of Investment | The following table presents details of the Company’s investment is Aspire as of March 31, 2019 and December 31, 2018: Amount Balance December 31, 2018 $ 450,683 Income (loss) from equity method investee (12,101 ) Distributions received from Aspire - Balance June 30, 2019 $ 438,582 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Compensation and Services Rendered | The fair market value of the shares issues accounted as expenses as follows: Management Fees $ 2,074,600 Payment to subcontractors 446,982 Total 2,521,582 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Jun. 11, 2019 | May 16, 2019 | May 02, 2019 | Jul. 09, 2018 | Nov. 16, 2013 | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' equity, reverse stock split | The 1 - 1,000 Reverse Split of "Textmunication Holdings, Inc." (TXHD) common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split. | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock stated value | $ 400 | $ 400 | |||||
Preferred stock shares designated | 5,933,333 | 5,933,333 | |||||
Accumulated deficit | $ (18,270,300) | $ (15,489,993) | |||||
Board of Directors [Member] | |||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred Stock - Series B [Member] | Board of Directors [Member] | |||||||
Number of shares converted | 20,000 | ||||||
Series D Convertible Preferred Stock [Member] | Board of Directors [Member] | |||||||
Number of shares converted | 40,000 | ||||||
Convertible preferred stock stated value | $ 10 | ||||||
Conversion percentage | 9.99% | ||||||
Series C Convertible Preferred Stock [Member] | Board of Directors [Member] | |||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred stock shares designated | 2,000,000 | ||||||
Preferred stock voting rights description | Under the Amended Certificate of Designation, holders of our Series C Convertible Preferred Stock are entitled to vote on all shareholder matters with a vote equal to 51% of the total vote of all classes of voting stock of our company. | ||||||
Aspire Consulting Group LLC [Member] | Preferred Stock - Series A [Member] | |||||||
Number of preferred stock issued upon conversion | 66,667 | ||||||
Number of shares converted | 20,000 | ||||||
Share Exchange Agreement [Member] | |||||||
Number of common stock shares issued during the period | 65,640,207 | ||||||
Percentage of issued and outstanding shares | 100.00% | ||||||
Securities Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Number of shares issued during period | 40,000 | ||||||
Proceeds from stock warrants | $ 200,000 | ||||||
Warrants exercise price per share | $ 0.30 | ||||||
Warrants exercisable term | 60 months |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Allowance for doubtful accounts | ||
Property and equipment excess capitalized cost | 1,000 | |
Value of assets acquired | $ 1,000 | |
Minimum [Member] | ||
Estimated useful life | 3 years | |
Ownership interest | 20.00% | |
Maximum [Member] | ||
Estimated useful life | 7 years | |
Ownership interest | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Loans payable - related party | $ 11,750 | $ 11,750 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Debt Disclosure [Abstract] | |
Number of shares issued under settlement of liabilities payable | shares | 438,000 |
Value of shares issued under settlement of liabilities payable | $ | $ 67,500 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Total convertible notes payable | $ 20,000 | $ 20,000 |
Less discounts | ||
Convertible notes net of discount | $ 20,000 | $ 20,000 |
Investment in Aspire Consulti_3
Investment in Aspire Consulting Group, LLC (Details Narrative) - USD ($) | Jan. 05, 2016 | Jun. 30, 2019 | Nov. 16, 2013 |
Number of convertible preferred stock newly issued | $ 200,000 | ||
Common Stock [Member] | |||
Number of convertible preferred stock shares newly issued | |||
Number of convertible preferred stock newly issued | |||
Share Exchange Agreement [Member] | |||
Equity interest percentage | 100.00% | ||
Share Exchange Agreement [Member] | Aspire Consulting Group LLC [Member] | |||
Equity interest percentage | 49.00% | ||
Share Exchange Agreement [Member] | Aspire Consulting Group LLC [Member] | Common Stock [Member] | |||
Conversion of preferred stock | 20,000 | ||
Share Exchange Agreement [Member] | Aspire Consulting Group LLC [Member] | Series B Convertible Preferred Stock [Member] | |||
Number of convertible preferred stock shares newly issued | 66,667 | ||
Number of convertible preferred stock newly issued | $ 460,002 |
Investment in Aspire Consulti_4
Investment in Aspire Consulting Group, LLC - Schedule of Investment (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Investments Schedule [Abstract] | |
Balance at beginning | $ 450,683 |
Income (loss) from equity method investee | (12,101) |
Distributions received from Aspire | |
Balance at end | $ 438,582 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Description on lease | The amended lease commenced January 1, 2015 and expires on thirty days' notice | |||
Rent expense | $ 5,512 | $ 4,001 | $ 11,025 | $ 9,269 |
Executive Employment Agreement [Member] | December 17, 2013 and Ending May 1, 2017 [Member] | ||||
Base salary | $ 120,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 6 Months Ended |
Jun. 30, 2019shares | |
Employees and Vendors [Member] | |
Number of common stock shares issued for services, shares | 6,685,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Compensation and Services Rendered (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||
Management Fees | $ 2,074,600 | |
Payment to subcontractors | 446,982 | |
Total | $ 2,521,601 |