What changed in this filing

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Item 1. Business

2020-05-14 compared with 2019-04-02 · 227 added, 507 removed, 38 unchanged (95% of the section changed)

are a developing player in the mobile marketing and loyalty industry, providing cutting-edge mobile marketing solutions, rewards

October 25, 2019, Resonate Blends, Inc.

(Formerly Textmunication Holdings Inc.) announced its entry into the cannabis industry

by acquiring Resonate Blends LLC (“Resonate”

or the “Company”);

a California-based cannabis wellness

lifestyle product company built on a proprietary system of experiential targets.

Resonate is building a brand-focused vertically

integrated cannabis organization offering trusted brands of consistent quality.

The Company also acquired Entourage Labs LLC (“Entourage

Labs”), a sister company of Resonate.

Entourage Labs is the Intellectual Property (IP) subsidiary of Resonate.

in Calabasas, California, Resonate Blends, Inc.

is a cannabis holding company centered on valued-added holistic Wellness and Lifestyle

The company’s strategy is to ignite future growth by building a purpose-driven portfolio of research organizations,

innovative and emerging brands, and retail channels.

The holding company’s focus is finding mutual value between product

and consumer by optimizing quality, supply chain resources and financial performance.

The Company offers a family of premium cannabis-based

products of consistent quality based on unique formations calibrated to Resonate Blends effects system in what we believe is the

industry gold standard in user experience.

Company believes the greatest long-term value creation in the Cannabis industry will be in the establishment of high quality and

consistent consumer brands.

Resonate hopes to become a national leader through its vision in creating a family of brands designed

specifically to support the industry.

the Resonate Blends product family, is based around a comprehensive system of interconnected experience targets that allow people

to select the products that best fit their lifestyle and health objectives.

Koan products are dedicated to the efficacy and precision

of functional experience targets across a broad range of product categories.

are currently finalizing development in cooperation with an award-winning strategic partner in preparation for the launch of our

first product line of six products.

We believe that these multi-use products will deliver specific, predictable, reliable,

effects in a format that is completely unique in the industry.

We have formalized contracts with our logistical and marketing

partners, and we are on target for our upcoming product release.

This release will be followed before year end with our second

product line that is already in full development.

holding company, Resonate Blends, Inc., is now comprised of Resonate Blends LLC, the cannabis operations and product development

side of the company.

Entourage Labs LLC is our Intellectual Property (IP) subsidiary, and Textmunication, Inc.

is our mobile marketing

subsidiary for the health, fitness and wellness sectors.

Textmunication

is a developing player in the mobile marketing and loyalty industry, providing cutting-edge mobile marketing solutions, rewards

and loyalty to our clients.

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tools in mobile marketing, rewards, paperless redemption and loyalty.

the past 4 years, we have grown to over 765 clients and more than 950 different locations in the United States and Canada.

have achieved this with an expanded focus on a variety of industries, including restaurants, retailers, entertainment venues and

other partnership opportunities.

We are looking to open new SMS markets in Europe and Asia based on new client relationships.

We have decided to focus our energy on the gym, health and fitness club market.

However, we are also working with Quick Service

Restaurants (QSR), Beauty/Tanning salons, hospitality, entertainment, digital marketing and sporting events.

Our new Smart Automated

Messaging (SAM) platform is fully operational and has completely replaced our legacy software platform.

The SAM platform has the

capacity to bring on several thousand new clients while adding new functionality such as Rich Communication Services (RCS) and

Artificial Intelligence (AI).

We will be introducing RCS to SAM in April 2019 and the AI functionality in the

second half of 2019.

new software platform provides a powerful nonintrusive and valued-added engagement tool capable of delivering more than one billion

SMS per month.

CIOReview Magazine recognized Textmunication as one of the “Top 20 Most Promising Digital Marketing Solution

Providers”

in its annual 2018 edition.

We offer cutting-edge technology with upcoming solutions such as Rich Communication

Services (RCS).

We were chosen as an early adopter of RCS by aleading mobile messaging provider, OpenMarket, which could

create a paradigm shift in the text messaging world with rich images, videos, chat box features and multi-media in a single text.

have built an advanced “Communication Platform as a Service”

(CPaaS) backbone enabling developers to add real-time

communication features in their own applications without needing to build backend infrastructure and interfaces.

We are working

to develop “Messaging as a Platform”

A MaaP platform combines advanced messaging with standardized interfaces

to plugins creating a richer experience for consumers, such as RCS.

Textmunication is targeting its RCS solution for April

Textmunication expanded its White Label program allowing companies of all sizes to implement an “out-of-the-box”

solution “Powered by Textmunication”.

In addition to White Label, the company offers standalone Application Programming

Interfaces or APIs, integrated API solutions and non-integrated services.

development is a major focus for 2019.

We can produce a new API in 2-4 weeks for each new client.

We now have 7 of the

top 8 Health Club Management Software (CMS) companies using our integrated SMS fitness solution.

There is no other automated health

and fitness solution offering a completed end-to-end solution similar to ours.

We now have access to more than 25,000 health clubs

in North America and will focus on converting new clubs to our solution in the next 12 months.

adding RCS and AI, we can add customer value and higher priced solutions to any vertical we are pursuing.

The evolution of SMS

into RCS will establish Textmunication as an innovator of new technology and upgraded services.

We are pursuing AI assets to add

to SAM which will establish us as a pure technology company with an advanced communication platform.

We feel the transformation

into a technology company with AI will open new revenue streams and add value to our technology assets.

have also entered into the IT consulting business through our acquisition of a minority interest in Aspire Consulting, LLC.

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.

principal executive office is located at 1940 Contra Costa Blvd.

Pleasant Hill, CA 94523 and our telephone number is (925-777-2111).

the past 4 years, our mobile marketing business has not been able to generate sufficient revenue to be able to sustain administrative

expenses and has been unable to raise sufficient capital from the public market for the current and future competitive environment.

The board of directors, with the leadership of our new CEO, has decided to change the company’s business focus to the cannabis

industry and has plans to dispose of the mobile marketing business.

This determination of the board of directors has been based

on evaluating various strategic alternatives and conducting an extensive review of our financial condition, results of operations

and business prospects, that attempting to raise additional capital, continuing to operate as a going concern was not reasonably

likely to create greater value for our stockholders pursuing the mobile business model.

Company submitted the required information to affect a new corporate name and stock symbol change to Financial Industry Regulatory

Authority (FINRA).

On December 16, 2019, the new corporate name was announced as Resonate Blends, Inc.

and its common stock now

trades on the OTCQB under the symbol “KOAN”, a symbol named after the Company’s upcoming product brand.

Consulting Group LLC, an IT Services firm out of Gaithersburg, Maryland is no longer in the holding company as of October 25,

principal executive office is located at 26565 Agoura Road, Suite 200, Calabasas, CA 91302 and our mobile marketing offices are

located at 1940 Contra Costa Blvd.

Pleasant Hill, CA 94523.

Our executive telephone number is (571) 888-0009 and our mobile marketing

main number is (800) 677-7003.

Product Business

in Calabasas, California, Resonate Blends, Inc.

is a cannabis holding company centered on developing and acquiring proprietary

branded holistic Wellness and Lifestyle products.

The company strategy is to ignite future growth by building a portfolio of research

organizations, innovative and emerging brands, and retail channels.

The Company will soon launch a family of premium cannabis-based

products based on proprietary formations calibrated to its Resonate Blends Effects System, the foundation of its core ethos—to

offer quality consumer cannabis plant-based products that deliver on their promise.

Blends started with a simple mission —

to demystify cannabis for the consumer.

The Resonate Effects System was developed

to make Cannabis plant-based products understandable, accessible and predictable to support the Wellness lifestyle.

Resonate Blends

empowers people to optimize their lifestyle by developing proprietary and innovative branded products built on the science of

plant medicine that best fit their personal needs.

Company believes the greatest long-term value creation in the Cannabis industry will be in the establishment of high-quality consumer

brands that deliver the expected experience.

As cultivation, supplies and services become quickly commoditized, value added brands

represent the best opportunity for Resonate Blends and its shareholders to support and benefit from the growth expected in the

Cannabis industry.

In support of this philosophy, we believe the Company represents the best-in-class vision on how to create

a family of brands designed specifically to support the personal needs of the consumer as the Industry continues to evolve from

an underground business to a national consumer facing products business.

Resonate’s

growth strategy is to create an ecosystem of companies, investments and research that all support the Resonate System.

to being product brand focused, the Company plans to incubate and integrate synergistic companies and partners.

Using the Resonate

System as its lens, Resonate plans to find entrepreneurial companies that support its ethos.

By vertically integrating these companies,

Resonate believes that it is able to provide consistent product quality that yields expected results and that also manages margins

and profitability at scale.

Resonate plans to launch its first

Koan brand of products in a series of infused products by Q3, but the launch is dependent upon supply chain

efficiencies which could be affected by the COVID-19 pandemic.

The initial launch will be in California with a state-wide

distribution system already assembled.

Resonate will be executing a multi-state strategy with the goal of becoming a leading

national brand once the California market is optimized.

The Company plans to strategically acquire assets and existing

businesses in the cannabis space allowing for a vertically integrated organization centered on “wellness

lifestyle”.

Blends has finalized development in cooperation with an award-winning strategic partner in preparation for the launch of our first

product line of six products.

These multi-use products deliver specific, predictable, reliable, effects in a format that is completely

unique in the industry.

The Company has formalized contracts with the leading logistical and marketing partners, and we are on

target for our upcoming product releases.

Resonate made an investment into Joiant, the

top selling CBD:THC pre-roll brand in California (according to BDS Analytics) with the option to fully acquire the company

Joiant is led by former Co-Founder of Pandora Media, Jon Kraft and Joiant Founder Lindsey Kirk, a former KIVA

Confections ambassador.

addition to preparing for the release of the Koan products, Resonate Blends is refocusing and building the holding company.

Blends’

growth strategy is to avoid investments in heavily commoditized assets and to incubate and integrate synergistic

companies and partners.

Vertical integration will occur only to support product requirements and to provide consistent product

quality that yields expected results.

a public company, Resonate Blends can rapidly speed growth through highly targeted acquisitions in the marketplace that support

and enhance organic growth.

The Company is in the process of restructuring its balance sheet to align capital raising and acquisitions

with long-term strategy which means raising and supporting long term capital versus short term capital raises.

has a joint research and development project with Vertosa, an award-winning industry leader in Nano and micro-emulsions

and the leading provider of safe, reliable emulsion bases for infused product developers.

All of Vertosa’s inactive

base materials are FDA approved and are lab tested for quality.

Vertosa’s Hemp-derived CBD Emulsion System is now certified

organic by CCOF , a United States Department of Agriculture-accredited certifier and non-profit advocacy group, and

the company has also received its Good Manufacturing Practice (GMP) certification , confirming their offerings follow regulations

promulgated by the US Food and Drug Administration and are safe, pure, and effective.

Resonate team believes that Vertosa is the idea partner to support the production of the premium lifestyle-wellness Koan product

In addition, Resonate has selected respected packaging materials suppliers, manufacturing and distribution partner.

Plan and Personnel

Resonate is planning a carefully targeted

and monitored soft product launch to dispensaries in the Los Angeles metro area.

Within 90 days, the products are expected

to be available in additional dispensary expanding around the starter hub.

However, we are dependent upon the evolving market

conditions around the COVID-19 pandemic, and the timing of our launch is based on market conditions.

We believe this plan

implementation provides maximum marketing efficiency and effectiveness as geo-targeted media can target customers of several dispensaries

The Resonate marketing plan for Koan products includes location-based programmatic content, out-of-home promotion, in

dispensary promotion, budtender training, and budtender events.

Several high-quality product launch events are also being planned.

products will also be supported by an on-going social media campaign designed by a leading agency with significant experience

in the cannabis-wellness industry.

Resonate has a Chief of Creative Design and a Marketing Director both responsible for

the marketing plans and execution of those plans.

there are a number of high-quality cannabis product manufacturers such as Candescent, Beboe, Dosist, Papa & Barkley each specialize

in several product effects or specific delivery systems.

Resonate’s Koan products are unique in both their delivery system

and their highly targeted experiences.

is a Schedule-I controlled substance under the Controlled Substances Act and is illegal under federal law.

It remains illegal

under United States federal law to grow, cultivate, sell or possess marijuana for any purpose or to assist or conspire with those

Additionally, 21 U.S.C.

856 makes it illegal to “knowingly open, lease, rent, use, or maintain any place, whether

permanently or temporarily, for the purpose of manufacturing, distributing, or using any controlled substance.”

those states in which the use of marijuana has been authorized, its use remains a violation of federal law.

Since federal law

criminalizing the use of marijuana is not pre-empted by state laws that legalize its use, strict enforcement of federal

law regarding marijuana would likely result in the Company’s clients’

inability to proceed with their operations,

which would adversely affect demands for the Company’s products.

and regulations affecting the medical and adult-use marijuana industry are constantly changing, which could detrimentally affect

the Company’s clients and, in turn, the Company’s operations.

Local, state and federal marijuana laws and regulations

are broad in scope and subject to evolving interpretations, which could require the Company’s clients and thus the Company

itself to incur substantial costs associated with modification of operations to ensure such clients’

violations of these laws, or allegations of such violations, could disrupt the Company’s clients’

business and result

in a material adverse effect on the Company’s operations.

In addition, it is possible that regulations may be enacted in

the future that will limit the amount of cannabis growth or related products that the Company’s commercial clients are authorized

The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can it

determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated,

could have on its operations.

the use of marijuana is illegal under federal law, there is a compelling argument that banks cannot lawfully except for deposit

funds from businesses involved with marijuana.

Consequently, businesses involved in the cannabis industry often have trouble finding

a bank willing to accept their business.

The inability to open bank accounts may make it difficult for the Company’s clients

to operate and their reliance on cash can result in a heightened risk of theft, which could harm their businesses and, in turn,

harm the Company’s business.

Additionally, some courts have denied marijuana-related businesses bankruptcy protection, thus,

making it very difficult for lenders to recoup their investments, which may limit the willingness of banks to lend to the Company’s

clients and to the Company itself.

the United States, many marijuana-related businesses are subject to a lack of adequate insurance coverage.

In addition, many insurance

companies may deny claims for any loss relating to marijuana or marijuana-related operations based on their illegality under federal

law, noting that a contract for an illegal transaction is unenforceable.

Resonate Blends does its own research

and development.

It uses third party experts to support its own efforts and controls its own formulation, designs and delivery

This company conducts research on refining effects based on the Entourage Effect and in complementary areas

of adaptogens and plant medicine.

company is protecting its formulas, designs, marketing language and digital assets through copyright and the United States Patent

and Trademark Office.

The company currently owns numerous domain names, Koan®;

The Active Ingredient is You™

and is in process with several other terms.

All of the company’s digital assets and product packaging is being copyrighted.

Marketing Business

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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

the latest buzz as soon as it is available, providing the consumer with events, deals, and messages on their cell phone

via SMS messaging.

We are a mobile marketing platform that connects the mass consumer to the content that they crave –

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them to adjust programs at a moment’s notice.

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.

relationships with the following Gym, Health & Fitness Club billing providers:

ASF Payment Solutions, ClubSystems, ABC Financial,

Motionsoft, Paramount Acceptance and Jonas Fitness.

These sources have access to a combined 17,000 gyms and fitness centers.

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

Leads/Inquiries

(e.g., Text gym to 87365 for a 7-day pass)

reminders (daily sales appointments/automated)

Referrals/Referral

locator & directions (e.g., find your nearest club Text zip code to 87365)

to the club text to new members (combined w/ an offer, guest pass for a friend, personal training, and more)

a guest (or more) free day, week or month

training sales

renewals (automated)

Communication & retention :

B-day alerts (automated)

texts delivered to people that have not been in for a workout in 30 days.

accounts (automated)

Surveys/feedback

credit card notifications (automated)

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’

We believe this provides

a significant competitive advantage to us.

Our monthly billing rates range between $49-$299 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,

entertainment, hospitality, sporting event and healthcare markets.

We are also looking at new technologies and services such as

Rich Communication Services (RCS) which will help us expand our leadership in the health and fitness market.

Platform Features

offer our clients a mobile marketing platform.

We completed our new Generation 3 software platform named “Smart Automated

Messaging”

or SAM in 2017.

This new platform will have the ability to send more than one billion SMS per month.

platform offers the following:

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;

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;

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’

Reminders - Remind clients about appointments, anniversaries, b-days, oil changes, tune ups, and more via text;

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;

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

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;

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;

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.

We offer both Direct API and API integration through our UI.

Both models allow for a seamless sharing of

Our API growth will be a driving revenue factor for us going forward.

Loyalty and rewards program for client’s 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.

of our HTTP/S API:

supports text, Unicode, binary SMS and flash messaging in the following ways:

extended length messages;

ringtones and logos into the correct format;

acknowledgement and Sender ID;

Should the message be delayed for a predefined length of time, it can be escalated to an alternative delivery

Queuing lets you specify up to 3 prioritized queues which your messages can be sent out on;

sending and two-way messaging.

label - (Fully Customized Design)

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.

Vertical Markets are the following:

Restaurants (Quick Service Restaurant);

Health and Fitness;

Entertainment

(Casinos, Golf Courses, bowling centers, Comedy Clubs);

marketing agencies

relation firms

have signed up more than 750 Gym, Health and Fitness Clubs from our relationships listed above.

We have spent our efforts

developing strategic partnerships in the fitness and salon sectors.

These relationships allow us the ability to scale our business

due to their status and control in their respective markets.

Many of these relationships are on an exclusive basis.

Textmunication

has positioned itself as the SMS mobile marketing leader in both the fitness and salon markets.

By integrating with software management

systems, the clubs and salons using the software platform will have the SMS option easily available to them.

Our new White Label

program takes our strategic partnerships to the next level.

Our White Label program is owned by our partners on the front-end

while we support the technology and database.

This provides a solution controlled by our partners allowing for more visibility

to their end clients.

Plan and Personnel

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.

intend to continue marketing to small to medium businesses that have need of our services.

objectives to meet this goal include the following:

our website and setting up Google analytics for tracking SEO and keywords;

up accounts for Facebook and LinkedIn for paid advertisements;

and participating in various social media sites;

preparing newsletters, and engaging in email campaigns;

web seminars with attendance driven by the foregoing;

accomplish these objectives, we will need to hire bloggers, programmers, and graphic, web and video developers.

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.

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.

of these factors can cause a competitor to take market share away from us or otherwise substantially hurt our business.

that competition in our market is based predominantly on:

and service components and deliverables;

record of creating and keeping satisfied clients;

of underlying marketing programs;

delivery performance and customer service.

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.

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.

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.

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;

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.

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

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.

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.

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.

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-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

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.

federal laws also govern e-mail marketing, generally imposing an opt-out requirement

for emails sent within an existing business relationship.

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.

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).

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.

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.

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.

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.

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

at the federal level, as well.

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.

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.

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

is headquartered in Gaithersburg, Maryland.

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 and Financial Services.

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.

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.

meets the requirements of a SDVOSBC and is eligible for the procurement program.

Aspire was verified as SDVOSB by U.S.

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.

provides cutting edge IT solutions and consulting services built on technologists and professional subject matter experts.

Aspire’s

services are comprised of the following:

Strategy & Planning

Maintenance and Support

Service Management

Performance/QA/PMO

and Validation

Capital Solutions

Infrastructure

and Development Solutions

Process Improvement

and Web Development

Strategy and Planning

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.

Performance and Governance

Aspire’s

modern governance models provide a bridge for stronger relationships with IT and the client ensuring alignment with IT operational

Its IT Service Management (ITIL) and Business Intelligence expertise make it an ideal partner in this area.

Process Improvement

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.

Security and Compliance

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.

and Maintenance

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.

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.

provides data integration, information architecture, information delivery, business intelligence and information management.

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.

Service Management

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

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.

Capital Solutions

supports on-site/off-site IT with resources across the entire SDLC spectrum.

It targets Cloud, Big Data/Analytics, Mobile and

Aspire provides “Best of Breed”

technical and IT experts to deliver cost cutting solutions.

provides outsourced IT service management.

Specialties include - service desk, applications and database support.

Process Outsourcing

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.

provides security and risk management, business continuity planning, IT assessment, systems/networks, infrastructure, project

management, agile lifecycle management and business strategy support.

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.

has teamed with three multi-billion companies on a large Federal IDIQ contracts.

The contracts announcements are expected this

Aspire is also pursuing a state software modernization contract by teaming with a global technology leader renowned in

will need to pay our management team and consultants that assist with managerial and administration efforts in the next twelve

We have 7 employees, including a CEO, COO, VP of Sales, Lead Developer, Marketing Director, Client Success

Manager and two Business Development Representatives.

We have 5 consultants that assist with development, systems engineering,

and inside sales.

We recently contracted an API Engineer and Scalability Engineer to help build-out our new SMS software platform.

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 $132,000 annually.

In order to compensate him and all of the above managerial

and administrative support, we estimate we will require and additional $100,000 in revenue in the next twelve months.

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 $36,000 annually and the AE $40,000 annually.

hope to eventually have a team in place for each our targeted customer groups, which are as follows:

salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc.

Entertainment:

golf, comedy, bars & nightclubs, casinos, bowling, etc.

& restaurant:

QSR and restaurant style

automotive, clothing, apparel, car washes

digital marketing and Investor Relation (IR) firms

we continue to grow, sales teams will be added in each targeted customer group according to geographic region.

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

$100,000 in the next twelve months.

will have one VP of Sales over teams and more may be added as our company grows and our geographical customer base expands.

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.

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.

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

currently do not own any real property.

Our principal executive office is located at 1940 Contra Costa Blvd.

Pleasant Hill, CA

We currently lease our executive offices at $2,000 per month.

We have six (6) employees at Resonate Blends, Inc., including a CEO, COO, CIO, Product Director, Chief Creative

Designer and Marketing Director.

Textmunication, Inc., our SMS subsidiary, has 5 full-time employees, including a CEO, VP of Sales,

Marketing Director, Customer Service Manager and Lead Technical Developer that assists with development, systems engineering,

and platform maintenance.

We have employment agreements or written consulting agreements with all our personnel at Resonate Blends,

and an employment agreement with Textmunication, Inc.

CEO, Wais Asefi.

We don’t have employment agreements with any

other employee at Textmunication, Inc.

outside of Mr.

order to compensate all of the above managerial and administrative support, we estimate we will require $850,000 in new revenue

and funding over the next twelve months.

we continue to grow, additional resources will be added to assist in advisory services, such as operations, governance, supply

chain, product development and wellness expertise.

plan on hiring at least two advisors to Resonate Blends, Inc.

to cover the areas listed above.

We also look to hire two

additional Board Directors with the expertise to guide our holding company.

We anticipate the Director and Advisory positions

to be paid mainly in restricted stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business