What changed in this filing

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Item 9A. Controls and Procedures

2021-04-15 compared with 2020-05-14 · 94 added, 196 removed, 239 unchanged (55% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our

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edutainment studio.

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

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

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

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

Pamela Kerwin

Kerwin –

Chief Operating Officer

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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.

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

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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.

have no significant employees.

in Certain Legal Proceedings

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beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with

respect to the year ended December 31, 2019, the following persons have failed to file, on a timely basis, the identified reports

required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2019:

and principal position

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

best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have

failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended

December 31, 2020, other than Geoffrey Selzer and Pam Kerwin, who were late in filing their Form 3 obligation.

of December 31, 2020, we had not adopted a Code of Ethics.

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years ended December 31, 2020 and 2019.

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

and principal position

President, Chairman, CEO and Director

Operating Officer

to Summary Compensation Table

Asefi was appointed as our President, CEO and Director on November 17, 2013.

Asefi was paid $40,000 in 2012 and $60,000 in

2013 by our wholly-owned subsidiary, Textmunication, Inc.

He signed an employment agreement on December 17, 2013 with Textmunication,

to serve as CEO and Chairman and will receive an annual salary of $100,000 and is eligible for bonuses as determined by the

Board, and other benefits, such as paid vacation, retirement benefits and life insurance as established by the company.

the agreement, he also received an $800 per month allowance for an automobile for personal and professional use.

Asefi agreed not to compete with our business for 3 years and not to solicit employees or customers of our company for a period

of twelve months.

The agreement has a term until May 1, 2017 but automatically renews for an additional year unless either party

provides a notice of termination 90 days prior to scheduled termination.

There are provisions that provide for termination for

cause and resignation for good reason.

We will be required to pay Mr.

Asefi severance as provided under the agreement.

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 used to own a 49% equity interest.

He was 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 resigned as COO of Textmunication and accepted a new role as Chief Investment Officer (CIO) and Director.

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

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and company milestones set by the Board of Directors.

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

We do not have an employment agreement with Mr.

and he has not had any material interest in our company in the last two fiscal years.

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

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

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Expiration Date

Shares or Units of Stock That Have Not Vested

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

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Incentive Plan Awards:

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

David Thielen

Nick Miniello

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

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

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

OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

following table sets forth, as of March 26, 2021, 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.

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

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.

Directors and Executive Officers as a Group (3 persons)

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

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including upon exercise of common shares purchase options or warrants.

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.

percent of class is based on 38,652,887 shares of common stock outstanding and 2,000,000 shares of Series C Preferred

Stock outstanding as of March 31, 2021.

Certain Relationships and Related Transactions, and Director Independence

from that which is disclosed in “Executive Compensation,”

none of our directors or executive officers, nor any proposed

nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5%

of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents,

children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction

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.

than described below or the transactions described under the heading “Executive Compensation”

(or with respect to

which such information is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed,

any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded

or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed

fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member

of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

of December 31, 2020, the Company had notes payable to a Wais Asefi of $187,500.

On May 22, 2020, the Company entered into

a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi.

Pursuant to the Separation Agreement,

Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of

$200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr.

Asefi’s employment

agreement with the Company.

Asefi further agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer

his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s current CEO and Director.

Asefi further

released the Company of all claims.

May 22, 2020, the 4,000,000 shares of Series A Preferred Stock were returned to the Company’s transfer agent and cancelled

and on May 22, 2020 the 2,000,000 shares of Series C Preferred Stock were transferred to Mr.

The parties to the Separation

Agreement agreed to a payment schedule of $200,000 based on future monies raised by the Company - and not on a specific date –

when the initial $250,000 is raised by the Company;

when a total of $500,000 is raised by the Company;

when a total of $750,000 is raised by the Company;

when a total of $1,750,000 is raised by the Company;

when a total of $2,750,000 is raised by the Company;

when a total of $3,750,000 is raised by the Company;

when a total of $4,750,000 is raised by the Company;

when a total of $5,750,000 is raised by the Company.

Company made a payment of $12,500 on the payable to Mr.

Asefi as of December 31, 2020.

Principal Accounting Fees and Services

is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial

statements for the years ended:

Financial Statements

for the Year Ended

Audit Related Fees

are tables of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of the Company’s annual financial

statements and review of the quarterly financial statements for the years ended:

Statements for the

Year Ended December 31

Exhibits, Financial Statements Schedules

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Statements (See Item 8)

Articles of Incorporation, as amended (1)

Bylaws, as amended (1)

Certificate of Change (1)

Purchase Agreement (1)

Interest Purchase Agreement(2)

of Conveyance (2)

of Incorporation (3)

of Change (3)

of Amendment (4)

to Certificate of Designation for Series C Preferred Stock (5)

Certificate of Designation for Series E Preferred Stock (7)

Certificate of Amendment (8)

as amended (3)

Secured Convertible Promissory Note (6)

8% Unsecured Convertible Promissory Note (10)

Agreement and Release (1)

Agreement (1)

Agreement (2)

Securities Purchase Agreement (6)

Addendum to Securities Purchase Agreement (9)

Certification

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906 of the Sarbanes-Oxley Act of 2002

by reference to the Current Report on Form 8-K filed on July 20, 2020.

by reference to the Current Report on Form 8-K filed on October 31, 2019.

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

by reference to the Quarterly Report on Form 10-Q filed on November 23, 2020.

by reference to the Current Report on Form 8-K filed on May 21, 2019.

Incorporated by reference to the Current Report on Form 8-K filed

on July 23, 2020.

Incorporated by reference to the Current Report on Form 8-K filed on August 10, 2020.

Incorporated by reference to the Quarterly Report on Form 10-Q filed on August 14, 2020.

Incorporated by reference to the Current Report on Form 8-K filed on September 21, 2020.

Incorporated by reference to the Current Report on Form 8-K filed on March 18, 2021.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Resonate Blends, Inc.

Geoffrey Selzer

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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