2 unchanged sentences
Financial Statements:
−Removed: of Independent Registered Public Accounting Firm
−Removed: Balance Sheets as of December 31, 2018 and 2017
−Removed: Statements of Operations for the years ended December 31, 2018 and 2017
−Removed: Statement of Stockholders’
−Removed: Equity (Deficit) for the years ended December 31, 2018 and 2017
−Removed: Statements of Cash Flows for the years ended December 31, 2018 and 2017
−Removed: to Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm
+Added: Consolidated Balance Sheets as of December 31, 2019 and 2018
+Added: Consolidated Statements of Operations for the years ended December 31, 2019 and 2018
+Added: Consolidated Statement of Stockholders’
+Added: Deficit for the years ended December 31, 2019 and 2018
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
+Added: Notes to Consolidated Financial Statements
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and
−Removed: Board of Directors of Textmunication Holdings, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated
−Removed: balance sheets of Textmunication Holdings, Inc.(the “Company”) as of December 31, 2018 and 2017, the related consolidated
−Removed: statements of operations, stockholders’
−Removed: equity (deficit), and cash flows for each of the two years in the period ended December
−Removed: 31, 2018 and 2017, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
−Removed: 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December
−Removed: 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis of Opinion
−Removed: These consolidated financial statements
−Removed: are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated
−Removed: financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight
−Removed: Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with
−Removed: standards of the Public Company Accounting Oversight Board (United States).
−Removed: Those standards require that we plan and perform the
−Removed: audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
−Removed: fraud or error.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
−Removed: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
−Removed: for the purpose of expressing and opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: the Shareholders and
+Added: of Directors of Resonate Blends, Inc.
+Added: (formerly Textmunication Holdings, Inc.)
+Added: on the Financial Statements
+Added: have audited the accompanying consolidated balance sheets of Resonate Blends, Inc.
+Added: (formerly Textmunication Holdings, Inc.) (the
+Added: “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, stockholders’
+Added: deficit, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred
+Added: to as the “consolidated financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material
+Added: respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash
+Added: flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted
+Added: in the United States of America.
+Added: consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an
+Added: opinion on the Company’s consolidated financial statements based on our audits.
+Added: We are a public accounting firm registered
+Added: with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with
+Added: respect to the Company in accordance with U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities
+Added: and Exchange Commission and the PCAOB.
+Added: conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).
+Added: Those standards
+Added: require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
+Added: material misstatement, whether due to fraud or error.
+Added: The Company is not required to have, nor were we engaged to perform, an
+Added: audit of its internal control over financial reporting.
+Added: As part of our audits we are required to obtain an understanding of internal
+Added: control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
+Added: internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures
−Removed: to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
−Removed: that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
−Removed: in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made
−Removed: by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide
−Removed: a reasonable basis for our opinion.
−Removed: Substantial Doubt About
−Removed: the Company’s Ability to Continue as a Going Concern
−Removed: As discussed in Note 1 to the consolidated
−Removed: financial statements, the Company’s continuing operating losses and accumulated deficit raise substantial doubt about its
−Removed: ability to continue as a going concern for one year from the issuance of these financial statements.
−Removed: Management’s plans
−Removed: are also described in Note 1.
−Removed: The consolidated financial statements do not include adjustments that might result from the outcome
−Removed: of this uncertainty.
−Removed: /s/ Boyle CPA, LLC
−Removed: We have served as the Company’s auditor since 2018
−Removed: April 1, 2019
−Removed: Hopedale Drive SE
−Removed: (732) 822-4427
−Removed: (732) 510-0665
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
+Added: audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
+Added: error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence
+Added: regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles
+Added: used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Doubt About the Company’s Ability to Continue as a Going Concern
+Added: discussed in Note 1 to the consolidated financial statements, the Company’s continuing operating losses and accumulated
+Added: deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these
+Added: financial statements.
+Added: Management’s plans are also described in Note 1.
+Added: The consolidated financial statements do
+Added: not include adjustments that might result from the outcome of this uncertainty.
+Added: Boyle CPA, LLC
+Added: have served as the Company’s auditor since 2018
+Added: RESONATE BLENDS, INC.
+Added: (FORMERLY TEXTMUNICATION HOLDINGS, INC.)
BALANCE SHEETS
6 unchanged sentences
LIABILITIES AND STOCKHOLDERS’
−Removed: EQUITY (DEFICIT)
Current liabilities
2 unchanged sentences
Convertible notes payable, net of discount
−Removed: Derivitive liability
+Added: Derivative liability
+Added: Settlement liability
Total current liabilities
+Added: Convertible notes payable, net of discount - Long term
Total liabilities
Stockholders’
−Removed: Equity (Deficit)
−Removed: Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000
−Removed: issued and outstanding
−Removed: Series B - Preferred stock, 66,667 shares authorized, $0.0001 par value,
−Removed: 66,667 issued and outstanding
+Added: Series A - Preferred stock, 10,000,000 shares authorized, $0.0001
+Added: par value, 4,000,000 issued and outstanding
+Added: Series B - Preferred stock, 66,667 shares authorized, $0.0001 par value, 66,667 issued and outstanding
Series C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value,
3 unchanged sentences
100,000,000 shares authorized;
−Removed: 4,456,452 and 2,435,179
−Removed: shares issued and outstanding as of December 31, 2018 and 2017, respectively.
+Added: 17,153,936 and 2,435,179 shares issued and outstanding as of December 31, 2019 and 2018, respectively.
Additional paid-in capital
2 unchanged sentences
(15,489,993 )
−Removed: Total stockholders’equity (deficit)
−Removed: Total liabilities and stockholders’
−Removed: equity (deficit)
+Added: Total Stockholders’
+Added: TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
accompanying notes are an integral part of these consolidated financial statements
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
+Added: (FORMERLY TEXTMUNICATION HOLDINGS, INC.)
STATEMENTS OF OPERATIONS
9 unchanged sentences
Sales Commission
−Removed: Impairment of inhouse software
+Added: Impairment of in house software
+Added: Non cash management fees
Total operating expenses
4 unchanged sentences
Amortization of debt discount
−Removed: Gain on settlement of derivative liabilities
+Added: Gain (loss) on settlement of derivative liabilities
+Added: Legal settlement
Gain on settlement of notes payable
−Removed: Total other income (expense)
+Added: Total other expense
Income (loss) from investment in equity method investee
NET INCOME (LOSS)
−Removed: $ (7,649,220 )
Basic weighted average common shares outstanding
1 unchanged sentence
basic and diluted
−Removed: accompanying notes are an integral part of these consolidated financial statements
−Removed: TEXTMUNICATION,
+Added: The accompanying
+Added: notes are an integral part of these consolidated financial statements
+Added: (FORMERLY TEXTMUNICATION HOLDINGS, INC.)
STATEMENTS OF STOCKHOLDERS’
+Added: THE YEAR ENDED DECEMBER 31, 2019
Preferred stock
1 unchanged sentence
Preferred stock - Series C
+Added: Preferred stock - Series D
Total Stockholders’
1 unchanged sentence
$ (15,150,240 )
−Removed: $ (1,242,328 )
−Removed: Stock issued to settle notes payable
−Removed: Stock issued to settle debt
−Removed: Shares issued for services
−Removed: Conversion of common stock to preferred
−Removed: Settlement of derivative liability
−Removed: Balance, December 31, 2017
−Removed: $ (15,150,240 )
Proceeds from subscription agreements
3 unchanged sentences
$ (15,489,993 )
−Removed: accompanying notes are an integral part of these financial statements
−Removed: TEXTMUNICATION,
+Added: Settlement of liabilities
+Added: Stock issuance for services
+Added: Preferred shares converted to common
+Added: Stocks and warrant issued for cash
+Added: Conveyance of ownership of Aspire
+Added: Preferred shares D retired
+Added: Stock issuance for acquisition of Resonate Blends, LLC and Entourage, LLC
+Added: $ (19,159,721 )
+Added: accompanying notes are an integral part of these consolidated financial statements
+Added: (FORMERLY TEXTMUNICATION HOLDINGS, INC.)
STATEMENTS OF CASH FLOWS
−Removed: the years ended December 31
+Added: the years ended December 31, 2019 and 2018
Cash Flows from Operating Activities
1 unchanged sentence
$ (3,669,728 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile
Amortization of debt discount
2 unchanged sentences
Non cash interest expense
+Added: Legal Settlement
Share based compensation
1 unchanged sentence
Gain on settlement of derivative liabilities
−Removed: Income from equity method investee
+Added: Income (Loss) from equity method investee
Changes in assets and liabilities
Accounts payable and accrued expenses
−Removed: Net cash provided by / ( used
−Removed: in) operating activities
−Removed: Capitalization of software cost
−Removed: Net cash provided by investing
+Added: Due to Related party
+Added: Net cash provided by operating activities
+Added: Investments in Joiant
+Added: Disposal of Investment in Aspire
+Added: Net cash provided by investing activities
Cash Flows from Financing Activities
Proceeds from subscription
−Removed: Proceeds on loans payable
−Removed: Payments on loans payable
−Removed: Net proceeds from convertible notes payable
−Removed: Net cash provided by financing
+Added: Proceeds from convertible notes / loans payable
+Added: Proceeds from issuance of stock warrants
+Added: Payments on preferred stocks buy back
+Added: Payments on convertible notes payable
+Added: Acquisition of Resonate Blends
+Added: Net cash provided by financing activities
Net increase in cash
3 unchanged sentences
Cash paid for interest
+Added: Cash paid for tax
Non-Cash investing and financing transactions
2 unchanged sentences
Settlement of derivative liability
−Removed: accompanying notes are an integral part of these audited consolidated financial statements
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
+Added: accompanying notes are an integral part of these consolidated financial statements
+Added: (formerly TEXTMUNICATION HOLDINGS, INC.)
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
BASIS OF PRESENTATION AND GOING CONCERN
−Removed: Textmunication
+Added: Resonate Blends, Inc.
+Added: formerly Textmunication
Holdings, Inc.
−Removed: (Company) was incorporated on May 13, 2010 under the laws of the State of California.
−Removed: Textmunication is an online
−Removed: mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat
−Removed: business in a non-intrusive, value added medium.
−Removed: For merchants we provide a mobile marketing platform where they can always send
−Removed: the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns.
−Removed: can also access specials and promotions that merchants choose to distribute through Textmunication by opting in to keywords designated
−Removed: to the merchant’s keywords.
−Removed: November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication Holdings (Holdings).
−Removed: corporation, whereby the sole shareholder of the Company received 65,640,207 new shares of common stock of Holdings in exchange
−Removed: for 100% of the Company’s issued and outstanding shares.
−Removed: July 9, 2018 the 1 –
−Removed: 1,000 Reverse Split of “Textmunication Holdings, Inc.”
−Removed: (TXHD) common stock took effect
−Removed: at the open of business.
−Removed: All shares and per share amounts have been retroactively adjusted to reflect the r3everse split.
−Removed: 9th, 2018 Textmunication Holdings, Inc.
−Removed: (“TXHD”) entered into Advisory Agreements with Mr.
−Removed: Thomas DiBenedetto and
−Removed: Joseph Griffin.
−Removed: DiBenedetto will advise Textmunication on business execution, growth initiatives and strategic investment
−Removed: opportunities.
−Removed: Joseph Griffin will join Textmunication as a financial investment advisor.
−Removed: In his role, he will advise the
−Removed: company on strategic investment opportunities and investment execution.
+Added: (the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control
+Added: Founded by Richard T.
+Added: Brock, the Company was in the sales automation market and an early developer of enterprise customer
+Added: management systems.
+Added: The Company went public at the end of March of 1993.
+Added: In February of 1996, the Company changed its name to
+Added: Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc.
+Added: In 2007, the Company deregistered its common
+Added: stock in order to avoid the expenses of being a public company.
+Added: The Company reported briefly on the OTC Disclosure & News
+Added: Service in 2008 but not for long.
+Added: The Company again changed its name to FSTWV, Inc.
+Added: On October 28, 2013, the Company held a
+Added: shareholder meeting to reincorporate the company in the State of Nevada and concurrently change its name to Textmunication Holdings,
+Added: The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock.
+Added: On November 16, 2013, the Company entered
+Added: into a Share Exchange Agreement (SEA) with Textmunication, Inc.
+Added: a California corporation, whereby the sole shareholder of the
+Added: Company received 65,640,207 new shares of common stock of the Company in exchange for 100% of the Textmunication’s issued
+Added: and outstanding shares.
+Added: Textmunication is an online mobile marketing
+Added: platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive,
+Added: value added medium.
+Added: For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events
+Added: schedule, such as happy hours, trivia night, and other campaigns.
+Added: The consumer can also access specials and promotions that merchants
+Added: choose to distribute through Textmunication by opting into keywords designated to the merchant’s keywords.
+Added: On July 9, 2018, the 1 –
+Added: 1,000 Reverse
+Added: Split of the Company’s common stock took effect at the open of business.
+Added: All shares and per share amounts have been
+Added: retroactively adjusted to reflect the reverse split.
+Added: On June 25, 2019, the Company issued a press
+Added: release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging
+Added: national cannabis market.
+Added: The Company planned on using its mobile texting platform to enhance communication efforts with
+Added: the potential acquisitions.
+Added: On October 25, 2019, the Company entered into
+Added: a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California
+Added: limited liability company (“Resonate”), and the members of Resonate.
+Added: As a result of the transaction, Resonate became
+Added: a wholly owned subsidiary of the Company.
+Added: In accordance with the terms of the Purchase Agreement, at the closing an aggregate of
+Added: 5% of the Company’s outstanding shares of common stock for a total of 665,072 shares were issued to the holders of Resonate
+Added: in exchange for their membership interests of Resonate.
+Added: These shares have anti-dilution protection.
+Added: We have also agreed as part
+Added: of the purchase price to issue:
+Added: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding
+Added: shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00)
+Added: for any three (3) consecutive month trailing period;
+Added: and (iii) such number of shares of Series E Preferred Stock that will convert
+Added: into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s
+Added: public market value reaching One Hundred Million US Dollars ($100,000,000).
+Added: The shares in (ii) and (iii) shall have anti-dilution
+Added: protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection.
+Added: on October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”)
+Added: with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage
+Added: As a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company.
+Added: In accordance with the terms
+Added: of the Purchase Agreement, at the closing an aggregate of 5% of the Company’s outstanding shares of common stock for a total
+Added: of 665,072 shares were issued to the holders of Entourage Labs in exchange for their membership interests of Entourage Labs.
+Added: shares have anti-dilution protection.
+Added: We have also agreed as part of the purchase price to issue:
+Added: (ii) such number of shares of
+Added: Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted
+Added: basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing
+Added: and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common
+Added: stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred
+Added: Million US Dollars ($100,000,000).
+Added: The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision
+Added: only applies for 2.5% of the outstanding shares acquired under each subsection.
+Added: RESONATE BLENDS, INC.
+Added: (formerly TEXTMUNICATION HOLDINGS, INC.)
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
+Added: addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
+Added: (the “Conveyance Agreement”) with Mark S.
+Added: Johnson and the Company’s 49% owned subsidiary, Aspire Consulting
+Added: Group, LLC, a Virginia limited liability company.
+Added: Pursuant to the Conveyance Agreement, the Company transferred all assets and
+Added: business operations associated with its IT consulting solutions, including all of the capital stock of Aspire Consulting, to Mr.
+Added: In exchange, Mr.
+Added: Johnson agreed to cancel 20,000 shares of common stock in the Company and to assume and cancel all liabilities
+Added: relating to the Company’s former business.
+Added: Finally, the Company entered into Employment
+Added: Agreements with the following persons:
+Added: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual
+Added: salary of $180,000;
+Added: and (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $120,000.
+Added: Both are eligible for salary increases upon milestone achievements and other benefits.
+Added: The Employment Agreement for the CEO has
+Added: a term of 2 years and can’t be terminated without cause.
+Added: Severance of six (6) weeks is available for termination of the
+Added: COO without cause before one-year of service and eight (8) weeks after one-year of service.
+Added: On December 16, 2019 the Company filed
+Added: Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary;
+Added: Resonate Blends, Inc.
+Added: Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes.
+Added: As part of the
+Added: merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.”
+Added: the Company’s Articles of Incorporation have been amended to reflect this name change.
+Added: In connection with the name change, the Company’s
+Added: symbol was changed to “KOAN”
+Added: that more resembles the Company’s new business focus.
of Presentation
1 unchanged sentence
as reported on our fiscal years ending on December 31, 2019 and 2018.
−Removed: We have summarized our most significant accounting
+Added: We have summarized our most significant accounting policies.
consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to
11 unchanged sentences
These consolidated financial statements do not include any adjustments that might arise from this
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
the federally insured limit.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
receivable and allowance for doubtful accounts
4 unchanged sentences
receivable, historical collection information and existing economic conditions.
−Removed: As of December 31, 2018, and 2017 the allowance
−Removed: for doubtful accounts was $0 and bad debt expense of $0 and $0, respectively.
+Added: As of December 31, 2019, and 2018 there’s
+Added: no allowance for doubtful accounts and bad debts.
+Added: At December 31, 2019 and 2018, one customer represented 51% and 71%, respectively,
+Added: of the Company’s accounts receivable.
are recognized when control of the promised is transferred to our customers, in an amount that reflects the consideration we expect
4 unchanged sentences
For all of the Company’s
−Removed: customers, regardless of the method, the Company uses to bill them, subscription revenue is recorded as deferred revenue in the
−Removed: accompanying consolidated balance sheets.
+Added: customers, regardless of the method, the Company uses to bill them;
+Added: subscription revenue is recorded as deferred revenue
+Added: in the accompanying consolidated balance sheets.
As services are performed, the Company recognizes subscription revenue on a monthly
3 unchanged sentences
services revenues are generated from SMS and RCS packages where client logs into a cloud-based application to send targeted SMS
−Removed: messages to their subscribers base.
−Removed: Our custom web application SMS/RCS platform is typically billed on a fixed-price based on
−Removed: the number of SMS/RCS allocated for each package our client purchases.
−Removed: Generally, revenue for SMS/RCS services is recognized immediately
−Removed: as our clients have instant access to their web-based application to send out messages, the number of SMS/RCS messages allocated
−Removed: to a client expires at the end of each month and renews beginning of each month.
−Removed: The Company offers whereby control of the product
−Removed: passes to the customer when delivered and revenue is recognized at the time of delivery.
−Removed: for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not
−Removed: adjusted and continue to be reported in accordance with our historic accounting under Topic 605
+Added: messages to their subscriber’s base.
+Added: Our custom web application SMS/RCS platform is typically billed on a fixed-price based
+Added: on the number of SMS/RCS allocated for each package our client purchases.
+Added: Generally, revenue for SMS/RCS services are recognized
+Added: immediately as our clients have instant access to their web-based application to send out messages, the number of SMS/RCS messages
+Added: allocated to a client expires at the end of each month and renews beginning of each month.
+Added: The Company offers whereby control
+Added: of the product passes to the customer when delivered and revenue is recognized at the time of delivery.
+Added: for reporting periods beginning after January1, 2018 are presented under Topic 606, while prior period amounts are not adjusted
+Added: and continue to be reported in accordance with our historic accounting under Topic 605
did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated
statement of operations for the year ended December 31, 2018 as a result of applying Topic 606.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
Value of Financial Instruments
9 unchanged sentences
to develop its own assumptions.
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
three levels of the fair value hierarchy are described below:
6 unchanged sentences
value is considered fair value.
−Removed: of December 31, 2018 there’s no f inancial assets and liabilities
−Removed: measured at fair value.
+Added: of December 31, 2018, there are no financial assets and liabilities measured at fair value.
assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2019:
−Removed: Financial Instruments
+Added: Derivative Financial Instruments
income (loss) per Common Share
4 unchanged sentences
if the potential common shares had been issued and if the additional common shares were dilutive.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
and equipment
4 unchanged sentences
of are removed from the accounts, and any gain or loss thereon is reflected in operations.
−Removed: Company policy capitalize property
+Added: Company policy capitalizes property
and equipment for cost over $1,000, asset acquired under $1,000 are charge to operations.
7 unchanged sentences
of the accumulated net loss has been fully offset by an equal valuation allowance.
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
25 unchanged sentences
net realizable value of the related product.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for
4 unchanged sentences
stage is complete and it is probable that the project will be completed, and the software will be used to perform the function
−Removed: the 3rd quarter of the year management determine that the software is unable to handle the expanding business and decided to scrap
−Removed: the entire project and recognize as loss for the year.
−Removed: A total cost of $85,092 was written off in the 3 rd quarter.
+Added: 2018, management determined that the software is unable to handle the expanding business and decided to scrap the entire project
+Added: and recognize as loss for the year.
+Added: A total cost of $85,092 was written off during the year ended December 31, 2018.
expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred.
−Removed: Company incurred $13,873 and $26,389 in advertising expenses for the year ended December 31, 2018 and 2017,
−Removed: respectively.
+Added: Company incurred $21,831 and $13,873 in advertising expenses for the years ended December 31, 2019 and 2018, respectively.
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
Accounting Pronouncements
13 unchanged sentences
for those areas.
−Removed: ASU 2016-10 was effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.
+Added: ASU 2016-10 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.
May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606):
6 unchanged sentences
the narrow aspects noted in Topic 606.
−Removed: ASU 2016-12 was effective January 1, 2018 to be in alignment with the effective
−Removed: date of ASU 2014-09.
−Removed: The Company will adopt the provisions of Topic 606 effective in January 1, 2018 the adoption did not
−Removed: have a material impact on the Company’s consolidated financial statements.
+Added: ASU 2016-12 is effective January 1, 2018 to be in alignment with the effective date of
+Added: The Company will adopt the provisions of Topic 606 effective in January 1, 2018 and does not believe the adoption
+Added: of the new revenue recognition standard will have a material impact on the Company’s consolidated financial statements.
January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall:
6 unchanged sentences
notes to the financial statements.
−Removed: ASU 2016-01 was effective for the Company beginning on January 1, 2018 and will be applied
+Added: ASU 2016-01 will be effective for the Company beginning on January 1, 2018 and will be applied
by means of a cumulative effect adjustment to the balance sheet, except for effects related to equity securities without readily
determinable values, which will be applied prospectively.
−Removed: The adoption did not have a material impact to the consolidated
−Removed: financial statements.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
+Added: Management has reviewed this pronouncement and has determined that it
+Added: would not have a material impact to the consolidated financial statements.
February 2016, the FASB issued ASU 2016-02, Leases , which requires an entity to recognize long-term lease arrangements
21 unchanged sentences
standard did not have a material impact on the Company’s consolidated financial statements.
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
+Added: March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815):
+Added: Contingent Put and Call Options in Debt Instruments,
+Added: which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments.
+Added: ASU 2016-06 clarifies
+Added: that the nature of an exercise contingency is not subject to the “clearly and closely”
+Added: criteria for purposes of assessing
+Added: whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative.
+Added: is effective for the Company beginning on January 1, 2017.
+Added: Management evaluated ASU 2016-06 and determined that the adoption of
+Added: this new accounting standard did not have a material impact on the Company’s consolidated financial statements.
+Added: March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation:
+Added: Improvements to Employee Share-Based Payment Accounting.
+Added: ASU 2016-09 simplifies several aspects of the accounting and presentation of share-based payment transactions, including the
+Added: accounting for related income taxes consequences and certain classifications within the statement of cash flows.
+Added: ASU 2016-09 is
+Added: effective for the Company beginning on January 1, 2017.
+Added: Management evaluated the impact of adopting ASU 2016-09 and determined
+Added: that the new accounting standard did not have a material impact on the Company’s consolidated financial statements.
August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):
2 unchanged sentences
(“ASU 2016-15”).
−Removed: ASU 2016-15 targeted changes to how cash receipts and cash payments are
−Removed: presented and classified in the statement of cash flows.
−Removed: ASU 2016-15 was effective for fiscal years beginning after December
−Removed: The new standard requires adoption on a retrospective basis unless it is impracticable to apply, in which case
−Removed: it would be required to apply the amendments prospectively as of the earliest date practicable.
−Removed: The adoption did not have a
−Removed: material impact to the consolidated financial statements.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
+Added: ASU 2016-15 will make eight targeted changes to how cash receipts and cash
+Added: payments are presented and classified in the statement of cash flows.
+Added: ASU 2016-15 is effective for fiscal years beginning after
+Added: December 15, 2017.
+Added: The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which
+Added: case it would be required to apply the amendments prospectively as of the earliest date practicable.
+Added: November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of
+Added: cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted
+Added: cash equivalents.
+Added: This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December
+Added: 15, 2017 with early adoption permitted.
+Added: The provisions of this guidance are to be applied using a retrospective approach which
+Added: requires application of the guidance for all periods presented.
+Added: Management has reviewed this pronouncement and has determined
+Added: that it would not have a material impact to the consolidated financial statements.
May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.
2 unchanged sentences
to apply modification accounting in Topic 718.
−Removed: The amendments in this Update were effective for all entities for annual
−Removed: periods, and interim periods within those annual periods, beginning after December 15, 2017.
−Removed: Early adoption was permitted,
−Removed: including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements
−Removed: have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made
−Removed: available for issuance.
−Removed: The adoption did not have a material impact to the consolidated financial statements.
+Added: The amendments in this Update are effective for all entities for annual periods,
+Added: and interim periods within those annual periods, beginning after December 15, 2017.
+Added: Early adoption is permitted, including adoption
+Added: in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been
+Added: issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance.
+Added: Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
35 unchanged sentences
notes payable consists of the following:
−Removed: convertible notes payable
−Removed: notes, net of discount
+Added: December 31, 2019
+Added: December 31, 2018
+Added: Total convertible notes payable
+Added: Less discounts
+Added: Convertible notes, net of discount
Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No.
10 unchanged sentences
pricing model.
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
following table presents details of the changes in the Company’s derivative liabilities associated with its convertible
notes for the year ended December 31, 2019:
−Removed: December 31, 2017
−Removed: to derivative liability due to debt conversion
−Removed: in fair market value of derivative liabilities
−Removed: December 31, 2018
−Removed: the nine months ended September 30, 2018, the Company entered into certain cancellation agreements with the holder of a certain
−Removed: notes payable in the amounting to $96,721, including accrued interest issued from December 10, 2015 through August 27, 2017.
−Removed: face value of the canceled debt of $96,721 has been recorded as a gain on settlement of notes payable as of September 30, 2018.
−Removed: The company also have settled convertible notes amounting to $172,230 for a total amount of $32,500
−Removed: October 12, 2018, Textmunication Holdings, Inc.
−Removed: entered into a Settlement Agreement and Release (the “Agreement”)
−Removed: with Lester Einhaus (“Holder”) concerning a $25,000 convertible note issued by the Company to the Holder on September
−Removed: 23, 2015 (the “Note”).
−Removed: Agreement requires the Company to issue to the Holder 475,000 shares of the Company’s common stock, subject to the condition
−Removed: that the Holder does not own more than 4.99% of the Company’s outstanding shares at any time.
−Removed: As such, the shares will be
−Removed: issued out in tranches, with the first such tranche due within 10 days of signing the Agreement for 198,000 shares.
−Removed: agreed to a daily leak out of the greater of 10,000 shares or 15% of the trading volume
+Added: Balance December 31, 2018
+Added: Add derivative liability due to new convertible notes
+Added: Change in fair market value of derivative liabilities
+Added: Balance December 31, 2019
+Added: the year ended December 31, 2019, the Company issued 1,280,000 shares of common stock with a fair value of $164,033 for the settlement
+Added: of liabilities payable.
+Added: The conversion of the derivative liabilities has been recorded through additional paid-in capital.
+Added: TEXTMUNICATION HOLDINGS, INC.)
+Added: TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: THE YEARS ENDED DECEMBER 31, 2019 and 2018
INVESTMENT IN ASPIRE CONSULTING GROUP, LLC
6 unchanged sentences
49% equity interest and therefore has accounted for the acquisition of the interest under the equity method.
−Removed: following table presents details of the Company’s investment is Aspire as of December 31, 2017 and 2016:
+Added: following table presents details of the Company’s investment in Aspire as of December 31, 2017 and 2016:
Balance December 31, 2017
−Removed: Loss from equity method investee
+Added: Loss from equity method
Balance December 31, 2018
1 unchanged sentence
Balance December 31, 2019
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
+Added: October 25, 2019 the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
+Added: (the “Conveyance Agreement”) with Mark S.
+Added: Johnson and the Company’s 49% owned subsidiary, Aspire Consulting
+Added: Group, LLC, a Virginia limited liability company.
+Added: Pursuant to the Conveyance Agreement, the Company transferred all assets and
+Added: business operations associated with its IT consulting solutions, including all of the capital stock of Aspire Consulting, to Mr.
+Added: In exchange, Mr.
+Added: Johnson agreed to cancel 20,000 shares of common stock in the Company and to assume and cancel all liabilities
+Added: relating to the Company’s former business.
COMMITMENTS AND CONTINGENCIES
6 unchanged sentences
Employment Agreement
−Removed: Company has an employment agreement with the CEO/Chairman to perform duties and responsibilities as may be assigned by the Board
−Removed: of Directors.
−Removed: The base salary is in the amount of $132,000 per annum plus an annual discretionary bonus plus benefits commencing
−Removed: on December 17, 2013 and ending May 1, 2019 with an automatic renewal on each anniversary date (May 1) thereafter.
+Added: October 25, 2019 the Company entered into Employment Agreements with the following persons:
+Added: (i) Geoffrey Selzer as Chief
+Added: Executive Officer (CEO) of the Company with an annual salary of $180,000;
+Added: and (ii) Pamela Kerwin as Chief Operating Officer
+Added: (COO) of the Company with an annual salary of $120,000.
+Added: Both are eligible for salary increases upon milestone achievements and
+Added: other benefits.
+Added: The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause.
+Added: of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year
+Added: RESONATE BLENDS, INC.
+Added: (formerly TEXTMUNICATION HOLDINGS, INC.)
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: FOR THE YEARS ENDED DECEMBER 31,
+Added: 2019 and 2018
Claims and Assessments
−Removed: October 12, 2018, Textmunication Holdings, Inc.
−Removed: (“Company”), Wais Asefi, the Company’s CEO, and David Thielen,
−Removed: the Company’s COO, entered into a Settlement Agreement and Release (the “Agreement”) with Lester Einhaus (“Holder”)
−Removed: concerning a $25,000 convertible note issued by the Company to the Holder on September 23, 2015 (the “Note”).
−Removed: detail as follows:
+Added: October 12, 2018, the Company, Wais Asefi, the Company’s former CEO, and David Thielen, the Company’s COO, entered
+Added: into a Settlement Agreement and Release (the “Agreement”) with Lester Einhaus (“Holder”) concerning a
+Added: $25,000 convertible note issued by the Company to the Holder on September 23, 2015 (the “Note”).
+Added: Case detail as follows:
Textmunication
2 unchanged sentences
1:17-cv-04478
−Removed: of December 31, 2018, there are no pending case against Textmunication Inc.
+Added: Agreement requires the Company to issue to the Holder 475,000 shares of the Company’s common stock, subject to the condition
+Added: that the Holder does not own more than 4.99% of the Company’s outstanding shares at any time.
+Added: As such, the shares will be
+Added: issued out in tranches;
+Added: with the first such tranche was due within 10 days of signing the Agreement for 198,000 shares.
+Added: The Holder agreed to a daily leak out of the greater of 10,000 shares or 15% of the trading volume.
+Added: An anti-dilution provision
+Added: in the Agreement required an additional 379,386 shares to be issued.
+Added: During the year ended December 31, 2019, all required
+Added: shares were issued by the Company and no further liability exists.
the year ended December 31, 2019, the cumulative net operating loss carry-forward from continuing operations is approximately
2 unchanged sentences
of December 31, 2019 and 2018:
−Removed: tax asset attributable to:
−Removed: operating loss carryover
−Removed: deferred tax asset
+Added: Deferred tax asset attributable to:
+Added: Net operating loss carryover
+Added: Valuation allowance
+Added: Net deferred tax asset
to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced
−Removed: TEXTMUNICATION
−Removed: HOLDINGS, INC.
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEAR ENDED DECEMBER 31, 2018 and 2017
STOCKHOLDERS’
−Removed: Company is authorized to issue an aggregate of 4,000,000,000 shares of common stock with a par value of $0.0001.
−Removed: The Company is
−Removed: also authorized to issue 10,000,000 shares of “blank check”
−Removed: preferred stock with a par value of $0.0001, which includes
−Removed: 4,000,000 shares of Series A preferred stock (“Series A”), 66,667 shares of Series B preferred stock (“Series
−Removed: B”), and 2,000,000 shares of Series C preferred stock (“Series C”).
+Added: The Company is authorized to issue an
+Added: aggregate of 100,000,000 shares of common stock with a par value of $0.0001.
+Added: The Company is also authorized to issue 10,000,000
+Added: shares of “blank check”
+Added: preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred
+Added: stock (“Series A”) and 2,000,000 shares of Series C preferred stock (“Series C”).
the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders
3 unchanged sentences
(300) votes for each share held.
−Removed: January 5, 2016, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate
−Removed: a class of preferred stock entitled Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001.
−Removed: the Certificate of Designation, holders of Series B Convertible Preferred Stock participate on an equal basis per-share with holders
−Removed: of the Company’s common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation.
−Removed: Holders of Series B Convertible Preferred Stock are not entitled to voting rights.
−Removed: May 9, 2017, the Board of Directors voted to designate a class of preferred stock entitled Series C Convertible Preferred Stock,
−Removed: consisting of up to 2,000,000 shares, par value $0.0001.
−Removed: Under the Certificate of Designation, holders of Series C Convertible
−Removed: Preferred Stock will participate on an equal basis per-share with holders of common stock, Series A Preferred Stock and Series
−Removed: B Preferred Stock in any distribution upon winding up, dissolution, or liquidation.
−Removed: Holders of Series C Convertible Preferred
−Removed: Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of
−Removed: 875 votes for each share held.
−Removed: Holders of Series C Convertible Preferred Stock are entitled to convert each share held for 875
−Removed: shares of common stock.
−Removed: February 16, 2017, the Company issued a total of 2,000,000 shares of our common stock (post-split) to our officer and director,
−Removed: Wais Asefi, as compensation for services rendered.
−Removed: During the year ended December 31, 2017, the officer exchanged the common shares
−Removed: for 2,000,000 shares of newly designated Series C Preferred stock.
−Removed: the year ended December 31, 2017, the Company issued 1,608,877 shares of common stock (post-split) for the partial conversion
−Removed: and settlements of $765,217.
+Added: RESONATE BLENDS, INC.
+Added: (formerly TEXTMUNICATION HOLDINGS, INC.)
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: FOR THE YEARS ENDED DECEMBER 31,
+Added: 2019 and 2018
+Added: the year ended December 31, 2018,
+Added: Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock split, which became effective July
+Added: The Company consolidated financial statements have been retroactively restated to the reflect the effect of the stock
+Added: Company entered into a subscription agreement for 9.98% of the company common shares outstanding for $100,000.
+Added: the year ended December 31, 2018, the Company issued 1,380,933 shares of common stock with a fair value of $354,010 for the conversion
+Added: of convertible notes payable.
The converted portion of the notes also had associated derivative liabilities with fair values on
the date of conversion of 866,361.
−Removed: The conversion of the derivative liabilities has been recorded through additional paid-in
−Removed: the year ended December 31, 2017, the Company issued 299,397 shares of common stock (post-split) valued at $109,571 for the settlement
−Removed: of debt related to a 3a10 settlement.
−Removed: the year ended December 31, 2017, the Company issued 77,500 shares of common stock (post-split) for services valued at $115,100.
−Removed: the year ended December 31, 2018,
−Removed: Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock
−Removed: split, which became effective July 9, 2018.
−Removed: The Company consolidated financial statements
−Removed: have been retroactively restated to the reflect the effect of the stock split
−Removed: Company entered into a subscription agreement for 9.98% of the company common
−Removed: shares outstanding for $150,000.
−Removed: the year ended December 31, 2018, the Company issued 1,380,933 shares of common stock
−Removed: with a fair value of $354,010 for the conversion of convertible notes payable.
−Removed: The converted
−Removed: portion of the notes also had associated derivative liabilities with fair values on the
−Removed: date of conversion of 866,361.
−Removed: The conversion of the derivative liabilities has been
−Removed: recorded through additional paid-in capital
+Added: The conversion of the derivative liabilities has been recorded through additional paid-in capital
+Added: the first quarter of 2019 the company issued a total of 6,685,000 shares to employees and vendors for compensation and services
+Added: The fair market value of the shares issues accounted as expenses as follows:
+Added: Management Fees
+Added: Payment to subcontractors
+Added: the second quarter of 2019 the company issued 40,000 shares of preferred stock warrants for $200,000 cash.
+Added: the third quarter of 2019 the company issued 1,280,000 common stocks in settlement of liabilities.
+Added: The fair market value
+Added: of the liabilities accounted as additional paid in capital of $164,033.
+Added: the year ended December 31, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
+Added: with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the
+Added: Purchasers of an aggregate of up to 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred Shares”)
+Added: and related warrants for gross proceeds to the Company of $200,000.
+Added: On December 9, 2019, we exercised our right to redeem the
+Added: Preferred Shares by paying the Purchasers $260,000 or 130% of the amount paid for the Preferred Shares, as called for under the
+Added: Securities Purchase Agreement.
+Added: During the last quarter year end December
+Added: 31, 2019, the company issued 4,274,936 shares of common stocks to acquire Resonate Blends, LLC, and Entourage LLC, both
+Added: California limited liability companies.
+Added: As a result of the transaction, both companies became wholly owned subsidiaries
+Added: of the Company.
+Added: The Company recognized a loss of $834,022 on the acquisitions.
SUBSEQUENT EVENTS
−Removed: February 12, 2019, Textmunication signed a Letter of Intent to acquire Off Day Trainer (“ODT”), a patented software
−Removed: platform designed to help fitness pros and health clubs scale their businesses through automated messaging and communication management.
−Removed: addition to owning the ODT software platform, the acquisition will include all branding, media (social), source code, patent associated
−Removed: with the platform and all existing ODT clients.
−Removed: March 19, 2019 the Company completed its 2019 Stock Equity Plan.
−Removed: The purpose of the Plan is to attract and retain the best available
−Removed: personnel for positions of substantial responsibility with the Company, to provide additional incentive to employees, directors
−Removed: and consultants of the Company, and to promote the success of the Company’s business.
−Removed: Under the Plan the Company may issue
−Removed: up to an aggregate total of 10,000,000 shares of the Company’s common stock.
−Removed: As of March 29, 2019, the Company has issued
−Removed: 6,500,000 shares of common stock under the Plan.
+Added: January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors.
+Added: Asefi’s resignation is
+Added: in support of Resonate Blends strategic direction of becoming a pure play cannabis company.
+Added: The Company does not believe that
+Added: Asefi has any disagreements on matters relating to our operations, policies or practices.
+Added: Also, on January 20, 2020, our Board
+Added: of Directors appointed Geoffrey Selzer as our Chairman.
+Added: January 21, 2020, we executed a convertible promissory note with Geneva Roth Remark Holdings, Inc.
+Added: for $113,300 together with
+Added: any interest at the rate of 10% per annum from the issue date.
+Added: If we decide to let this Note convert, the variable conversion
+Added: price is 75% multiplied by the market price, representing a market discount of 25%.
+Added: We have the ability to prepay this Note beginning
+Added: on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage
+Added: The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the
+Added: date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%.
+Added: RESONATE BLENDS, INC.
+Added: (formerly TEXTMUNICATION HOLDINGS, INC.)
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: FOR THE YEARS ENDED DECEMBER 31,
+Added: 2019 and 2018
+Added: March 3, 2020, we executed a settlement agreement with Cicero on both the Note and email marketing program.
+Added: We agreed to pay back
+Added: the Note by making payments to Cicero of $10,000 monthly commencing on April 15, 2020 with a balloon payment due on September
+Added: Five equal monthly payments of $10,000 each will be made by the 15th of each month starting on April 15, 2020 through
+Added: August 15, 2020.
+Added: A final payment of $60,000 will be made on September 15, 2020 to close out the payment of the Note in its entirety.
+Added: To settle the email marketing program, the Company will issue to Cicero 500,000 shares of restricted common stock upon execution
+Added: of this Agreement.
+Added: Such shares will be issued to Cicero within 5 business days of the date hereof.
+Added: There will be a twelve (12)
+Added: month leak-out period that will start once the shares are eligible to be resold, with no more than 5,000 shares allowed to be
+Added: sold on any given trading day.
+Added: After the issuance of the 500,000 shares, the Contract is paid in full.
+Added: previously disclosed, on June 11, 2019, we sold 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred
+Added: Shares”) for gross proceeds to us of approximately $200,000.
+Added: The Preferred Shares were sold along with warrants to purchase
+Added: 83,333 shares of our common stock (the “Warrants”).
+Added: The Warrants have an exercise price of $0.30 per share and are
+Added: exercisable sixty months from the issuance date.
+Added: The Warrants provide for cashless exercise in the event we have not registered
+Added: the common shares underlying the Warrants.
+Added: On March 10, 2020, we entered into Exchange Agreements with three Warrant holders to
+Added: exchange their outstanding Warrants for shares of our common stock.
+Added: Each Warrant holder shall receive 184,000 shares of our common
+Added: stock (the “Exchange Shares”) valued at $0.25 per share in exchange for the Warrant holder’s surrender of the
+Added: Each Warrant holder agreed that it will not sell any of the Exchange Shares for sixty (60) days commencing on the Closing
+Added: Date (“Lockup Period”).
+Added: After the Lockup Period, each Warrant holder agreed that it will not sell more than 61,333
+Added: Exchange Shares, plus any Additional Shares (described below) issued in relation to such Exchange Shares in any calendar month.
+Added: March 13, 2020, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with three accredited investors
+Added: (the “Investors”), pursuant to which we issued and sold to the Investors three promissory notes, dated March 13, 2020,
+Added: each in the principal amount of $141,999.99 for an aggregate principal amount of $425,999.97 (the “Notes”).
+Added: $399,999.99 from the Notes after applying the original issue discount to the Notes, $232,270.79 of which was used to retire an
+Added: existing convertible promissory note and the balance to our account, after legal costs, amounted to $157,229.20.
+Added: date for repayment of the Notes is April 20, 2021 and the Notes bear interest at 15% per annum.
+Added: We are required to repay the Notes
+Added: by making nine equal instalments of $17,613 to each of the three Investors starting on July 13, 2020 and ending on March 13,
+Added: As additional consideration, we agreed to issue to each Investor 250,000 shares of our common stock.
+Added: We are required to
+Added: issue additional shares in the event our common stock trades at less than $0.20 per share in any 10 day trading period.
+Added: a right to repurchase the total 750,000 shares issued by paying each Investor $50,000 within 170 calendar days.
+Added: The shares may
+Added: only be sold under a leak out provision that restricts sales to no more than 10% of our average daily trading volume for the prior
+Added: 30 days and no more than $35,000 in any calendar month.
+Added: All principal and accrued interest on the Notes is convertible into shares
+Added: of our common stock upon an event of default.
+Added: The conversion price amounts to 65% of the lowest one day VWAP for our common stock
+Added: during the 10 trading days prior to the issue date.
+Added: The conversion price is subject to adjustment as provided in the Notes.
+Added: company has evaluated subsequent events for recognition and disclosure through March 20, 2019 which is the date the financial
+Added: statements were available to be issued.
+Added: No other matters were identified affecting the accompanying financial statements and related
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
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.