What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-05-14 compared with 2019-04-02 · 238 added, 85 removed, 197 unchanged (62% of the section changed)

11 unchanged sentences

under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer

and Chief Financial Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure

and Chief Investment Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Investment Officer, we have concluded that our disclosure

controls and procedures were ineffective as of the end of the period covered by this annual report.

33 unchanged sentences

following table sets forth the name and positions of our executive officer and director as of the date hereof.

CEO and Director

Operating Officer

President of Sales

Investment Officer and Director

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

Asefi has served as our President, CEO and Director since November 17, 2013.

He served as the Chief Executive Officer

and Chairman of Textmunication, Inc., our subsidiary, since March of 2009 to the present.

From August 2008 to March 2009,

he was exploring and researching his to launch his next company.

From January 2002 until July 2008, he was the founder

and CEO of Metro General Insurance, an insurance agency focusing on personal lines, life and commercial insurance products.

Asefi’s background, passion for technology and experience in starting new business’s from ground

up, mergers and acquisition and keen talent for decision making building professional team supports his service as

a director of our company.

Asefi does not hold and has not held over the past five years any other directorships in any company with a class of securities

Selzer –

Chief Executive Officer and Chairman

Selzer has built his career through over two decades of hands-on corporate finance, management, creative and production experience.

Former roles include CEO of Emergent Game Technologies, a video game software company, and the Creative Head of Disney Interactive’s

edutainment studio.

Geoffrey is the founder of Resonate Blends and has a passion for building organizations and delivering

Selzer does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Thielen was named as COO of our company on March 1, 2017, and may be considered significant in that he is also the CEO of Apsire,

a company that we have a minority interest in.

His contributions to the success of Aspire is directly tied to our financial success

as a shareholder of Aspire.

Thielen brings more than twenty-five years of executive leadership, strategic management and progressive sales experience in IT

Services and Healthcare.

Thielen worked for global Healthcare surgical manufacture, DeRoyal, for more than twenty years in sales leadership positions as

Regional Manager and Area Vice President.

Following his career with DeRoyal, he started a successful IT Services company.

in the Washington, D.C.

market, he worked in Human Capital Management with Randstad Technologies and Alltech - and with IT System

Integrator, ICS Nett.

Thielen formed Aspire with his business partner in late 2014.

Aspire is a Service Disabled Veteran-Owned Small Business (SDVOSB)

providing cutting-edge project-based solutions for both commercial and federal clients.

will continue operating as CEO of Aspire while managing the partner relationships, sales channel and daily operations for our

In his dual role, Mr.

Thielen will continue to leverage his vast network of clients increasing partnership opportunities

in Technology and Healthcare services.

Thielen is a graduate of Iowa State University.

Thielen does not hold and has not held over the past five years any other directorships in any company with a class of securities

Pamela Kerwin

Chief Operating Officer

Kerwin has extensive senior management experience with both start-up and Fortune 500 companies.

As the Vice President and General

Manager of Pixar Animation Studios, Pamela played a critical role in the company’s successful IPO and transition

from a tech company to a blockbuster studio.

Pam is a company builder who specializes in identifying competitive advantages and

executing successful marketing strategies.

Kerwin does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Miniello has been with our company in sales and was named VP of Sales on January 1, 2017.

His sales leadership began in

2000 within the mobile wireless industry as a Regional Manager for AT&T.

As Regional Manager, Mr.

Miniello earned “Top

Regional Manager”

for two consecutive years.

six years with AT&T, he shifted to the fitness industry managing ’24 Hour Fitness’

clubs for three years taking

over a struggling location.

His turnaround efforts earned him the “most improved”

location award in the San Francisco

nine years in the mobile and fitness space, he co-founded our company in 2009 with the goal of becoming the leading SMS provider

in the health and fitness industry.

Miniello’s background consists of 17 years of sales and leadership experience.

has his AA degree from Los Medanos College in the San Francisco Bay area.

Miniello does not hold and has not held over the past five years any other directorships in any company with a class of securities

Thielen –

Chief Investment Officer and Board Member

Thielen’s career includes roles in Management, Sales, Business Development, Start-ups and Strategy Management as Vice President,

Prior to joining Textmunication Holdings, Inc.

in 2017 as COO, he served as Area Vice President of DeRoyal, a global

healthcare manufacture doing $500 million in annual revenues.

In 2014, he founded Aspire Consulting Group based in Washington,

D.C., an IT Services government system integrator that continues to operate as Veteran Owned company.

Thielen does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

7 unchanged sentences

directors or executive officers.

the mobile marketing side of our business, we have two significant employees.

Asefi –

CEO of Textmunication, Inc.

Asefi has served as our President, CEO and Director since November 17, 2013.

He served as the Chief Executive Officer and Director

of Textmunication, Inc., our subsidiary, since March of 2009 to the present.

From August 2008 to March 2009, he was not employed.

From January 2002 until July 2008, he was the founder and CEO of Metro General Insurance, an insurance agency focusing on personal

lines, life and commercial insurance products.

Asefi’s background and experience in the mobile marketing business support

his service as a director of our company.

Asefi does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Miniello –

VP of Sales of Textmunication, Inc.

Miniello has been with our company in sales, but was named VP of Sales on January 1, 2017.

His sales leadership began in 2000

within the mobile wireless industry as a Regional Manager for AT&T.

As Regional Manager, Mr.

Miniello earned “Top Regional

Manager”

for two consecutive years.

After six years with AT&T, he shifted to the fitness industry managing ‘24

Hour Fitness’

clubs for three years taking over a struggling location.

His turnaround efforts earned him the “most

improved”

location award in the San Francisco market.

Miniello does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

the cannabis side, we have a Director of Creative Design and a Marketing Director, both of whom are responsible for the marketing

plans and execution of those plans under the overall supervision of our COO.

Although they are not executive officers, we consider

these employees significant to our company:

Steingieser –

Chief of Creative Design and Branding

has worked in the advertising, hospitality and entertainment industries as a Creative Director and Designer.

He has worked with

agencies such as William Morris Endeavor, Saatchi & Saatchi and Deutsch, and was co-owner and creative director at digital

design firm Backward Heroes where they garnered FWA, Webby, Marcom and DMAC honors and awards for work with clients such as Capitol

Records and New Line Cinema.

Steingieser does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

Seligman –

Head of Marketing

has served as the Senior Executive in charge of marketing, promotions and strategy for several brands and industries.

consulted and worked for many Fortune 500 companies and clients, including Burger King, Nestle, Audi, Toyota, Coca-Cola, Ashton

Kutcher, 50 Cent, Russell Simmons.

Wired Magazine has hailed her work as “Brand Integration to Die For.”

Seligman does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

also have an employee that provides significant assistance with our company over product development.

Quisenberry –

Director of Product Development & Research

has dedicated his adult life to the pursuit and dissemination of knowledge.

Educated as an international economist at UCLA, he

worked for three years in Japan at Hitachi Ltd.’s Nuclear Department.

Since his time in Japan, Skyler has spent years researching

the deeper layers of the Cannabis species and has been driven by a desire to understand the role of the dozens of variable molecules

that produce the Entourage Effect.

Quisenberry does not hold and has not held over the past five years any other directorships in any company with a class of securities

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

company registered as an investment company under the Investment Company Act of 1940.

in Certain Legal Proceedings

70 unchanged sentences

and principal position

a required form

CFO & Director

Nick Miniello

of late reports

not timely reported

failures to file a required form

Asefi Former President, Chairman, CEO and Director

Allen Miniello Former VP of Sales

Selzer CEO and Director

Kerwin Chief Operating Officer

Thielen Chief Investment Officer and Director

of December 31, 2019, we had not adopted a Code of Ethics.

4 unchanged sentences

years ended December 31, 2019 and 2018.

and principal

CEO, Director

David Thielen

Name and principal position

Former President, Chairman, CEO and Director

Nick Miniello

Former VP of Sales

Geoffrey Selzer

CEO and Director

David Thielen

CIO and Director

Chief Operating Officer

to Summary Compensation Table

14 unchanged sentences

Asefi severance as provided under the agreement.

have no other employment agreements with our executive officers.

March 1, 2017, we appointed David Thielen as of Chief Operating Officer.

We do not have an employment agreement with Mr.

He is CEO of Aspire in which we own a 49% equity interest.

He is CEO of Aspire in which we used to own a 49% equity interest.

Thielen an annual salary of $60,000.

25, 2019, Mr.

Thielen resigned as COO of Textmunication and accepted a new role as Chief Investment Officer and Director.

Thielen has an employment agreement and is paid $120,000 annually.

He can also receive equity shares through assigned revenue

and company milestones set by the Board of Directors.

January 1, 2017, we appointed Nick Miniello as Vice President of Sales.

2 unchanged sentences

We pay him an annual salary of $108,000.

the merger of Resonate Blends LLC and Entourage Labs LLC on October 25, 2019, Mr.

Selzer was announced as Chief Executive Officer

of the holding company.

His annual salary is $180,000 and his team has 10% non-dilutive stock, with Mr.

Selzer controlling 51%

of this amount.

Selzer also has equity milestones in place for meeting preassigned revenue and market valuation goals.

Selzer’s term of employment is for two years.

He may request to terminate his employment contract and forfeit all benefits

and equity grants, if provided, with a 30-day notice.

Should he terminate his employment before two years, he will forfeit the

right to earn any future milestone achievement benefits entirely regardless of how close the company may be to achieving them.

At the end of his employment term, an option to continue employment at an annual contract or at-will employment will be available

if agreed upon by both parties.

The Company may not terminate his employment without Cause.

Pamela Kerwin was announced as Chief Operating Officer of the holding company on October 25, 2019.

Kerwin’s salary is

$120,000 annually and she also participates in the 10% of non-dilutive stock of the holding company.

term of employment is for two years.

She may request to terminate her employment contract and forfeit all benefits and equity

grants, if provided, with a 30-day notice.

Should she terminate her employment before two years, she will forfeit the right to

earn any future milestone achievement benefits entirely regardless of how close the company may be to achieving them.

should a change of control occur resulting in the sale of the business anytime within 9 months of termination, all milestone achievements

shall be deemed accomplished and all rights to the shares shall immediately vest prior to the close of such Change of Control

Equity Awards at Fiscal Year End

at December 31, 2018 we did not have any outstanding equity awards.

table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive

officers as of December 31, 2019.

EQUITY AWARDS AT FISCAL YEAR-END

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Price

Expiration Date

Shares or Units of Stock That Have Not Vested

Value of Shares or Units of Stock That Have Not Vested

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Incentive Plan Awards:

Market or Pay-out Value of Unearned Shares, Units or Other Rights That Have Not Vested

David Thielen

Nick Miniello

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of Jan 01, 2019, certain information as to shares of our common stock owned by (i) each

person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all

of our executive officers and directors as a group.

Unless otherwise stated, the address for each beneficial owner is at 1940

Contra Costa Blvd.

Pleasant Hill, CA 94523.

and Address of Beneficial Owner

A Preferred Stock

C Preferred Stock

of Shares Owned

following table sets forth, as of April 30, 2020, certain information as to shares of our common stock owned by (i) each person

known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our

executive officers and directors as a group.

Unless otherwise stated, the address for each beneficial owner is at 26565 Agoura

Road, Suite 200 Calabasas, CA 91302.

Name and Address of

Beneficial Owner

Preferred Stock

Number of Shares Owned

Percent of Class(2)(3)

Number of Shares Owned

Percent of Class(2)(3)

Number of Shares Owned

Percent of Class(2)(3)

David Thielen

All Directors and Executive Officers as a Group (3 persons)

Wais Asefi(1)

Nick Miniello

All Directors and Executive Officers

as a Group (3 persons)

250,000,000 shares of common stock, 4,000,000 shares of Series A Preferred Stock that may convert into 4,000,000 shares of

common stock, and 2,000,000 shares of Series C Preferred Stock that may convert into 1,750,000,000 shares of common stock.

2,722,019 shares of common stock, 4,000,000 shares of Series A Preferred Stock that may convert into 4,000 shares of common

stock, and 2,000,000 shares of Series C Preferred Stock that may convert into 16,000 shares of common stock.

to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole

1 unchanged sentence

including upon exercise of common shares purchase options or warrants.

percent of class is based on 3,975,519,454 shares of common stock outstanding, 4,000,000 shares of Series A Preferred Stock

outstanding and 1,750,000 shares of Series C Preferred Stock outstanding as of June 13, 2018.

percent of class is based on 22,700,843 shares of common stock outstanding, 4,000,000 shares of Series A Preferred Stock outstanding

and 2,000,000 shares of Series C Preferred Stock outstanding as of April 30, 2020.

Certain Relationships and Related Transactions, and Director Independence

5 unchanged sentences

for the last two fiscal years or in any presently proposed transaction which, in either case, has or will materially affect us.

On October 25, 2019, we entered into a Membership

Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California limited liability

company (“Resonate”), and the members of Resonate.

As a result of the transaction, Resonate became a wholly owned

subsidiary of the Company.

Our executive officers, Geoffrey Selzer and Pamela Kerwin, were members of Resonate at

the time of acquisition.

accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5% of the Company’s outstanding shares

of common stock for a total of 665,072 shares were issued to the holders of Resonate in exchange for their membership interests

These shares have anti-dilution protection.

We have also agreed as part of the purchase price to issue:

number of shares of Series E Preferred Stock that will convert into 5% of the outstanding 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) for any three (3) consecutive

month trailing period;

and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding

shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value

reaching One Hundred Million US Dollars ($100,000,000).

The shares in (ii) and (iii) shall have anti-dilution protections, except

that this provision only applies for 2.5% of the outstanding shares acquired under each subsection.

Also, on October 25, 2019, the Company entered

into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage Labs, LLC,

a California limited liability company (“Entourage Labs”), and the members of Entourage Labs.

As a result of the transaction,

Entourage Labs became a wholly owned subsidiary of the Company.

Our executive officers, Geoffrey Selzer and Pamela

Kerwin, were members of Entourage Labs at the time of acquisition.

In accordance with the terms of the Purchase Agreement, at the closing

an aggregate of 5% of the Company’s outstanding shares of common stock for a total of 665,072 shares were issued to the holders

of Entourage Labs in exchange for their membership interests of Entourage Labs.

These shares have anti-dilution protection.

have also agreed as part of the purchase price to issue:

(ii) such number of shares of Series E Preferred Stock that will convert

into 5% of the outstanding 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) for any three (3) consecutive month trailing period;

and (iii) such number of shares of Series

E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon

the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000).

The shares in

(ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares

acquired under each subsection.

Principal Accounting Fees and Services

1 unchanged sentence

statements for the years ended:

Statements for the Year Ended December 31

Financial Statements

for the Year Ended

Audit Related Fees

Exhibits, Financial Statements Schedules

5 unchanged sentences

Certificate of Change (1)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

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

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

Textmunication

Holdings, Inc.

Resonate Blends, Inc.

Geoffrey Selzer

Chief Executive Officer, Principal Executive Officer,

2 unchanged sentences

of the registrant and in the capacities and on the dates indicated.

Geoffrey Selzer

Chief Executive Officer, Principal Executive Officer,

Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

David Thielen

Investment Officer and Director

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 9A. Controls and Procedures