What changed in this filing

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Item 1. Financial Statements

2021-08-18 compared with 2021-05-19 · 390 added, 543 removed, 107 unchanged (90% of the section changed)

1 unchanged sentence

consolidated financial statements included in this Form 10-Q are as follows:

Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020;

Consolidated Statements of Operations for the for the three months ended March 31, 2021 and 2020 (unaudited);

Consolidated Statement of Stockholders’

Equity (Deficit) for the period ended March 31, 2021 (unaudited);

Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited);

Notes to Consolidated Financial Statements.

Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020;

Statements of Operations for the for the three and six months ended June 30, 2021 and 2020 (unaudited);

Statement of Stockholders’ Equity (Deficit) for the period ended June 30, 2021 (unaudited);

Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited);

to Consolidated Financial Statements.

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

2 unchanged sentences

necessary for a fair presentation have been included.

Operating results for the interim period ended March 31, 2021 are not necessarily

Operating results for the interim period ended June 30, 2021 are not necessarily

indicative of the results that can be expected for the full year.

2 unchanged sentences

BALANCE SHEETS

March 31,2021

December 31, 2020

Current assets

Cash and cash equivalents

cash equivalents

Advances to Suppliers

1 unchanged sentence

Fixed assets, net

Investment in equity method investee

LIABILITIES AND STOCKHOLDERS’

in equity method investee

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable and accrued liabilities

Accounts payable and

accrued liabilities

Due to related parties

Convertible notes payable, net of discount

Convertible notes payable,

net of discount

Derivative liability

Total current liabilities

Total liabilities

Stockholders’

Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 2,000,000 shares issued and outstanding

Series B - Preferred stock, 66,667 shares authorized, $0.0001 par value, 0 issued.

Series C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value, 2,000,000 issued and outstanding

Series D Preferred stock 40,000 shares authorized, $0.0001 par value 40,000 and 0 issued and outstanding, respectively

Common stock;

Settlement liability

liabilities of discontinued operations

current liabilities

Stockholders’

Preferred stock, 10,000,000

shares authorized, $ 0.0001

par value, 2,000,000

shares issued.

Series B - Preferred

stock, 66,667

shares authorized, $ 0.0001

38,652,887 and 29,769,627 shares issued and outstanding as of March 31, 2021 December 31, 2020 , respectively.

Series C - Preferred

stock, 2,000,000

shares authorized, $ 0.0001

par value, 2,000,000

issued and outstanding

Series D Preferred stock

shares authorized, $ 0.0001

issued and outstanding

Common stock;

shares authorized;

and 29,769,627

shares issued and outstanding as of June 30, 2021 December

31, 2020 , respectively.

Additional paid-in capital

Accumulated deficit

( 27,540,986 )

( 21,100,995 )

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

Stockholders’ deficit

( 5,130,622 )

TOTAL LIABILITIES

AND STOCKHOLDER’S EQUITY

accompanying notes are an integral part of these unaudited consolidated financial statements

2 unchanged sentences

STATEMENTS OF OPERATIONS

Three Months Ended

March 31 2021

March 31 2020

COST OF REVENUES

Operating expenses

General and administrative expenses

Legal and Professional fees

Officer Compensation

Salaries and Related

Total operating expenses

Loss from operations

and administrative expenses

and Professional fees

of inhouse software

cash management fees

operating expenses

from operations

Other Income (expense)

Interest expense

Loss on change of derivative liability

Amortization of debt discount

Gain (loss) on settlement of derivative liabilities

Total other expense

Income (loss) from investment in equity method investee

NET INCOME (LOSS) from continuing operations

NET INCOME (LOSS) from discontinued operations

NET INCOME (LOSS)

on change of derivative liability

of debt discount

of debt issuance costs

(loss) on settlement of derivative liabilities

on settlement of notes payable

other expense

(loss) from investment in equity method investee

NET INCOME (LOSS) from

continuing operations

INCOME (LOSS) from discontinued operations

INCOME (LOSS)

Basic weighted average common shares outstanding

4 unchanged sentences

TEXTMUNICATION, INC.)

STATEMENTS OF STOCKHOLDERS’

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

Preferred Stock

stock - Series C

Additional Paid-in

Total Stockholders’

Balance, December 31, 2020

STATEMENTS OF STOCKHOLDERS’ DEFICIT

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Stock Series A

Stockholders’

December 31, 2020

$ ( 21,100,995 )

$ ( 996,339 )

Common stock issuance

Net income for the quarter

Balances March 31, 2021

Preferred stock issuance

Non-Cash Compensation

Non-Cash Compensation,

Conversion of notes payable

Conversion of notes payable,

loss for the quarter

( 1,058,462 )

As of March 31, 2020

( 1,058,462 )

March 30, 2021

$ ( 22,159,457 )

$ ( 332,300 )

loss for the quarter

$ (5,381,529 )

Issuance of common stock

June 30, 2021

$ ( 27,540,986 )

$ ( 5,130,622 )

As of June 30, 2020

Balance December 31, 2019

$ ( 19,159,721 )

Net Loss for the

Common stock issuance

Balance March 31, 2020

$ ( 587,228 )

Net Loss for the quarter

stock issuance

March 31, 2020

$ ( 19,768,549 )

$ ( 920,360 )

Net Loss for the quarter

$ ( 1,182,083 )

( 1,182,083 )

Non-Cash Compensation

Conversion of notes payable

June 30, 2020

( 20,950,632 )

( 1,677,929 )

accompanying notes are an integral part of these unaudited consolidated financial statements

2 unchanged sentences

STATEMENTS OF CASH FLOWS

three months ended March 31

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Cash Flows from Operating Activities

Net Income (loss)

$ ( 6,439,991 )

Net loss from discontinued operations

Net loss from discontinued

Adjustments to reconcile

2 unchanged sentences

Non cash interest expense

Share professional fees/ compensation

Changes in assets and liabilities

Share professional fees

Share based compensation

Gain (Loss) on the settlement

Gain on settlement of

derivative liabilities

Changes in assets and

Advances to suppliers

Accounts payable and accrued expenses

Accounts payable and

accrued expenses

Due to Related party

Net cash used by operating activities

Net cash provided by discontinued

cash used by operating activities

( 1,802,187 )

cash provided by discontinued operations

Net cash used in operations

( 1,802,187 )

Cash Flows from investing activities

Purchase of fixed assets

Net cash used by investing activities

cash used by investing activities

Cash Flows from Financing Activities

Proceeds from subscription

Proceeds from convertible notes (net)

Proceeds from notes payables

Payments on preferred stocks buy back

Payments on convertible notes payable

Net cash provided by financing activities

Proceeds from convertible

Proceeds from notes

Payments on preferred

stocks buy back

on convertible notes payable

cash provided by financing activities

Net increase in cash

5 unchanged sentences

Non-Cash investing and financing transactions

Conversion of debt for common stock

accompanying notes are an integral part of these audited consolidated financial statements

BLENDS , INC.

TEXTMUNICATION, INC.)

Conversion of debt for

accompanying notes are an integral part of these unaudited consolidated financial statements

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE QUARTER ENDED MARCH 31, 2021

THE QUARTER ENDED June 30, 2021

1 – ORGANIZATION AND BUSINESS OPERATIONS

formerly Textmunication Holdings, Inc.

(the “Company”) was incorporated on in October 1984 in the State

of Georgia as Brock Control Systems.

(the “Company”) was incorporated on in October 1984 in the State of Georgia

as Brock Control Systems.

Founded by Richard T.

Brock, the Company was in the sales automation market and an early

developer of enterprise customer management systems.

Brock, the Company was in the sales automation market and an early developer of enterprise

customer management systems.

The Company went public at the end of March of 1993.

In February of 1996,

the Company changed its name to Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave

Technologies, Inc.

In February of 1996, the Company changed its name to

Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc.

January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors.

Asefi’s resignation is

in support of Resonate Blends strategic direction of becoming a pure play cannabis company.

The Company does not believe that

Asefi has any disagreements on matters relating to our operations, policies or practices.

Also, on January 20, 2020, our Board

of Directors appointed Geoffrey Selzer as our Chairman.

connection with the name change, the Company’s symbol was changed to “KOAN”

that more resembles the Company’s

Asefi’s resignation is in support

of Resonate Blends strategic direction of becoming a pure play cannabis company.

The Company does not believe that Mr.

Asefi has any

disagreements on matters relating to our operations, policies or practices.

Also, on January 20, 2020, our Board of Directors appointed

Geoffrey Selzer as our Chairman.

connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s

new business focus.

May 22, 2020, Resonate Blends, Inc.

(the “Company”) entered into a Stock Purchase Agreement (the “SPA”)

with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi

Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”).

Textmunication operates the

Company’s SMS business activities.

(the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with

Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its

subsidiary, Textmunication, Inc., a California corporation (“Textmunication”).

Textmunication operates the Company’s

SMS business activities.

The Company will retain its cannabis operations based in Calabasas, California.

consideration for the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock

(the “Shares”) of the Company.

The Shares have a market value of $337,542, based on our last sales price of $0.07

consideration for the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029

shares of common stock (the “Shares”)

of the Company.

The Shares have a market value of $ 337,542 ,

based on our last sales price of $ 0.07

per share as of May 26, 2020.

Upon the cancellation of the Shares, the Company agreed to execute a general release in favor of

on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais

Upon the cancellation

of the Shares, the Company agreed to execute a general release in favor of Mr.

on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi.

Pursuant to the Separation Agreement, Mr.

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 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.

on May 22, 2020, Mr.

Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 shares of Series C Preferred

Stock in favor of the sale of Textmunication to the Asefi Group.

May 22, 2020, Resonate Blends, Inc.

(the “Company”) entered into a Stock Purchase Agreement (the “SPA”)

with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi

Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”).

Textmunication operates the

Company’s SMS business activities.

Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000

shares of Series C Preferred Stock in favor of

the sale of Textmunication to the Asefi Group.

July 20, 2020, the parties closed on the transactions contained in the SPA.

The Asefi Group cancelled 4,822,029 shares of common

stock (the “Shares”) of the Company.

The Shares have a market value of $332,842, based on our last sales price of

The Asefi Group cancelled 4,822,029

shares of common stock (the “Shares”)

of the Company.

The Shares have a market value of $ 332,842 ,

based on our last sales price of $ 0.07

per share as of May 26, 2020.

The Company also executed a general release in favor of Mr.

The Company also

executed a general release in favor of Mr.

of Presentation

accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles

generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read

in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial

Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments,

necessary for a fair presentation of financial position and the results of operations for the interim period presented have been

reflected herein.

The results of operations for the interim period are not necessarily indicative of the results to be expected

for the full year.

Notes to the financial statements which would substantially duplicate the disclosures contained in the audited

financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally

accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with

the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with

the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair

presentation of financial position and the results of operations for the interim period presented have been reflected herein.

of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

Notes to the financial

statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal

period, as reported in the Form 10-K, have been omitted.

consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going

concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

As of March 31, 2021, the Company has an accumulated deficit of $22,159,457.

The company’s ability to continue as a going

concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable

While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity

will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern for a period of one year from the issuance of these financial statements.

These consolidated financial

statements do not include any adjustments that might arise from this uncertainty.

As of June 30, 2021, the Company has an accumulated deficit of $ 27,540,986 .

The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements

and its ability to achieve and maintain profitable operations.

While the Company is expanding its best efforts to achieve the above plans,

there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial

These consolidated financial statements do not include any adjustments that might arise from this uncertainty.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution.

The balance at times may exceed federally insured limits.

Aa of March 31, 2021, the company balances exceeded the

federally insured limit by approximately $1,250,000 deposited under one institution.

Management is making certain arrangements

to mitigate this risk during the next quarter.

are stated at the lower of cost and net realizable value.

Cost is determined using the moving average method and net realizable

value is the estimated selling price less costs of disposal in the ordinary course of business.

cost of inventories includes direct costs plus shipping and packaging materials.

As of June 30, 2021, the company balances exceeded the federally insured limit

by approximately $ 1,250,000 deposited

under one institution.

Management is making certain arrangements to mitigate this risk during the next quarter.

Company did not have any revenues from continuing operations for the periods presented.

The Company’s policy is that revenues

will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we

expect to be entitled to in exchange for those services.

The Company’s policy is that revenues will

be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to

be entitled to in exchange for those services.

Value of Financial Instruments

carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair

values due to the short maturities of these items.

required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair

value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted

prices in active markets;

(Level 2) inputs, other than the quoted prices in active markets, that are observable either directly

or indirectly;

and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity

to develop its own assumptions.

carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values

due to the short maturities of these items.

required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value

hierarchy, which prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices in

active markets;

(Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

three levels of the fair value hierarchy are described below:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets

or liabilities;

Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially

the full term of the asset or liability;

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

(supported by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended March 31, 2021 and

year ended December 31, 2020.

As of March 31, 2021

Derivative Liabilities

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full

term of the asset or liability;

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported

by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2021 and year

ended December 31, 2020.

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

As of June 30, 2021

As of December 31, 2020

Derivative Liabilities

income (loss) per Common Share

net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average

number of shares of common stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss

per share except that the denominator is increased to include the number of additional common shares that would have been outstanding

if the potential common shares had been issued and if the additional common shares were dilutive.

net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number

of shares of common stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common shares had been issued and if the additional common shares were dilutive.

and equipment

and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful

lives of the assets, which range from three to seven years.

Expenditures for renewals or betterments are capitalized, and repairs

and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed

of are removed from the accounts, and any gain or loss thereon is reflected in operations.

Company policy capitalize property

and equipment for cost over $1,000, asset acquired under $1,000 are charge to operations.

and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives

of the assets, which range from three to seven years .

Expenditures for renewals or betterments

are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold

or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations.

Company policy capitalize

property and equipment for cost over $ 1,000 ,

asset acquired under $ 1,000

are charge to operations.

taxes are computed using the asset and liability method.

Under the asset and liability method, deferred income tax assets and

liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and

are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax

assets that, based on available evidence, are not expected to be realized.

Because the Company has no net income, the tax benefit

of the accumulated net loss has been fully offset by an equal valuation allowance.

Under the asset and liability method, deferred income tax assets and liabilities

are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using

the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available

evidence, are not expected to be realized.

Because the Company has no net income, the tax benefit of the accumulated net loss has been

fully offset by an equal valuation allowance.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results

could differ from those estimates.

Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation –

Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized

in the financial statements based on their fair values.

The fair value of the equity instrument is charged directly to compensation

expense and credited to additional paid-in capital over the period during which services are rendered.

Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than

Employees for Acquiring, or in Conjunction with Selling Goods and Services,”

for stock options and warrants issued to consultants

and other non-employees.

In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services

provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value

of the option or warrant, whichever can be more clearly determined.

The fair value of the equity instrument is charged directly

to compensation expense and additional paid-in capital over the period during which services are rendered.

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ

from those estimates.

Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock

Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the

financial statements based on their fair values.

The fair value of the equity instrument is charged directly to compensation expense

and credited to additional paid-in capital over the period during which services are rendered.

Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees

for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other

non-employees.

In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to

the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or

warrant, whichever can be more clearly determined.

The fair value of the equity instrument is charged directly to compensation expense

and additional paid-in capital over the period during which services are rendered.

3 – RELATED PARTY TRANSACTIONS

May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi.

Pursuant to the Separation Agreement, Mr.

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

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.

May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi.

to the Separation Agreement, Mr.

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.

outstanding balances as of March 31, 2021 and December 31, 2020 are $162,500 and $187,500 respectively.

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

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 – as follows:

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.

May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000

USD to $ 142,500

In addition to the earlier payments made

Asefi, a payment of $ 40,000

was made on May 14, 2021 and another payment

on June 27, 2021 for $ 40,000 .

The final payment due on August 11, 2021 is for $ 25,000 .

The final payment due on August 11, 2021 will settle this agreement in full.

Further under the amendment, Mr.

Asefi nominated Textmunication,

Inc., our prior subsidiary, as the recipient of the funds due under the Separation Agreement.

outstanding balances as of June 30, 2021 and December 31, 2020 are $ 25,000

and $ 187,500

respectively.

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following as of March 31, 2021 and December 31, 2020:

March 31, 2021

December 31, 2020

notes payable consists of the following as of June 30, 2021 and December 31, 2020:

OF CONVERTIBLE NOTES PAYABLE

Convertible notes face value

Debt issuance

Net convertible notes

convertible notes as of March 31, 2021 are 8% Unsecured Convertible Promissory Notes from various accredited investors issued

from January 1, 2021 to March 31, 2021 from the Company’s Reg D 506(c) private placement.

All notes have a mandatory

conversion into equity on the maturity date, which is January 2, 2022, or at a Qualified Financing (QF) of $5,000,000,

whichever occurs first.

The maturity date conversion pricing is the lesser of .10 or 75% of the VWAP with a 20-day

A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate QF offering.

three months ended March interest accrued for the convertible notes payable $26,704 and $17,556 respectively.

of Derivative Liability Loss:

convertible notes as of June 30, 2021 are 8 %

Unsecured Convertible Promissory Notes from various accredited investors issued from January 1, 2021 to June 30, 2021.

notes have an automatic conversion into equity on the maturity date, which is January

2, 2022 , or if a Qualified Financing (QF) of $ 5,000,000 is achieved, whichever occurs first.

maturity date pricing is the lesser of $.10 or 75% of the VWAP with a 20-day lookback.

A QF converts into equity at the lesser of $1.00

or 75% of the average selling price of the aggregate offering.

The derivative liability loss of $ 4,281,046 is based on the stock conversion

occurring at the floor of $ .10 , but the conversion terms could be at a higher price if a QF event takes place.

three months ended June interest accrued for the convertible notes payable at $ 12,263 ,

respectively.

GAAP, convertible

debt is considered a “hybrid” financial instrument consisting of interest-bearing debt, referred to as the “host”,

and certain embedded features requiring evaluation for bifurcation and separate accounting from the host instrument.

ASC 815-15-25-1

provides the following guidance for determining whether an embedded feature should be accounted for separately as a derivative:

An embedded derivative shall be separated from

the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria

economic characteristics and risks of the embedded derivative are not clearly and closely

related to the economic characteristics and risks of the host contract.

hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted

accounting principles (GAAP) with changes in fair value reported in earnings as they occur.

separate instrument with the same terms as the embedded derivative would, pursuant to Section

815-10-15, be a derivative instrument subject to the requirements of this Subtopic.

If an issuer concludes that any of the embedded

features should be bifurcated and accounted for as derivatives, the issuer should determine the fair value of these features upon issuance

and record them on the balance sheet as a derivative liability with a corresponding amount recorded as debt discount.

This discount should

be amortized to interest expense using the effective interest method.

Any changes in fair value of the derivative liability subsequent

to issuance should be recognized in the income statement in the period in which the change occurs.

Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No.

“Derivatives and Hedging;

Embedded Derivatives”

(“Topic No.

815-15”).

815-15 requires the Company

to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible

The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’

any unrealized

change in fair value as a component of results of operations.

The Company values the embedded derivatives using the Black-Scholes

pricing model.

815-15 “Derivatives

Embedded Derivatives” (“Topic No.

815-15 requires the Company to bifurcate and separately

account for the conversion features as an embedded derivative contained in the Company’s convertible debt.

The Company is required

to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component

of results of operations.

The Company values the embedded derivatives using the Black-Scholes pricing model.

5 – COMMITMENTS AND CONTINGENCIES

October 16, 2019, the Company signed a lease agreement that expires on thirty days’

Rent expense was approximately

790 and $0 for the quarter ended March 31, 2021 and 2020, respectively.

October 16, 2019, the Company signed a lease agreement

that expires on thirty days’ notice.

expense was approximately $ 675 and

the quarter ended June 30, 2021 and 2020, respectively.

Employment Agreement

October 25, 2019, the Company entered into Employment Agreements with the following persons:

(i) Geoffrey Selzer as Chief Executive

Officer (CEO) of the Company with an annual salary of $180,000;

(ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company

with an annual salary of $120,000:

(i) Geoffrey Selzer as Chief Executive Officer

(CEO) of the Company with an annual salary of $ 180,000 ;

(ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $ 120,000 :

and David Thielen as Chief Investment Officer (CIO) with an annual salary of $ 120,000 .

are eligible for salary increases upon milestone achievements and other benefits.

The Employment Agreement for the CEO has a term

of 2 years and can’t be terminated without cause.

Severance of six (6) weeks is available for termination of the COO and

CIO without cause before one-year of service and eight (8) weeks after one-year of service.

STOCKHOLDERS’

the first quarter of 2021 the company issued a total of 11,633,260 to various accredited investors and issued automatic convertible

notes for a total funds of $2,937,500.

Common shares issued

Convertible promissory notes

Fees paid to secure financing

All are eligible for salary increases upon milestone achievements and other benefits.

Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause.

Severance of six (6) weeks is available

for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service.

May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi.

to the Separation Agreement, Mr.

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.

employment agreement with the Company.

May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $ 200,000

USD to $ 142,500 USD.

In addition to the earlier payments made to Mr.

Asefi, a payment of $ 40,000 was made on May 14, 2021 and another

$ 40,000 was made on June 27, 2021.

The final payment was made on August 11, 2021, for $ 25,000 to settle this agreement in full.

under the amendment, Mr.

Asefi nominated Textmunication, Inc., our prior subsidiary, as the recipient of the funds due under the Separation

6 – STOCKHOLDERS’ EQUITY

the second quarter of 2021 the company issued a total of 2,868,025 shares of common stock to vendors for compensation and services

The fair market value of the shares issues accounted as expenses as follows:

SCHEDULE OF COMPENSATION AND SERVICES RENDERED

Professional Fees

Convertible promissory

7 – DISCONTINUED OPERATIONS

July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon

Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication,

Inc., a California corporation (“Textmunication”).

Textmunication operates the Company’s SMS business activities.

The Company retained its cannabis operations based in Calabasas, California.

The Company has accounted for this spinout as a discontinued

operation and retroactively reclassified all previously presented financial information.

The following summarizes the results

of operations for Textmunication, Inc.

for the three months ended March 31, 2020

July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi,

and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California

corporation (“Textmunication”).

Textmunication operates the Company’s SMS business activities.

The Company retained

its cannabis operations based in Calabasas, California.

The Company has accounted for this spinout as a discontinued operation and retroactively

reclassified all previously presented financial information.

The following summarizes the results of operations for Textmunication, Inc.

for the six months ended June 30, 2020

OF DISCONTINUED OPERATIONS

Cost of Revenues

Operating expenses

Loss from operations of discontinued operations

Loss from operations

of discontinued operations

8 – SUBSEQUENT EVENTS

April 28, 2021, we executed an agreement to bring on Albert Richards, PhD, CFA, as an Advisor responsible for investment strategies

and Mergers & Acquisition guidance.

Richards is a 20-year veteran of the financial services industry.

Before starting Alambic Investment Management to develop systematic

stock selection strategies, he perfected the art of tearing apart financial statements to find value and opportunity.

As a sell-side

analyst and head of research within two large global investment banks, Bert became adept at identifying and quantifying the key

drivers of equity valuation and company quality as well as the behavioral pitfalls that create market opportunities.

to becoming a founding partner of Alambic, Bert was Managing Director and Head of European Equity Research (1994-2000) for Citigroup

(previously Salomon Brothers), European Internet and Global Technology strategist (2000-2003) and Small and Mid-Cap strategist

From 1986 to 1994 Mr.

Richards worked in equity research for Credit Suisse First Boston in New York and London.

Richards received his B.S.

in Chemical Engineering from Iowa State University in 1981, an M.S.

in Chemical Engineering from MIT

in 1983, a Ph.D.

degree in Chemical Engineering from MIT in 1986, and an M.B.A.

from the Sloan School of Management (MIT), also

He was awarded the Chartered Financial Analyst.

On May 11, 2021, we added Colleen Quinn

as an Advisor in support of product research activities and consumer education programs.

Quinn is an internationally celebrated

clinical aromatherapist, cosmetic chemist, and researcher.

She specializes in cannabis research, formulations and

Committed to delivering functional therapeutic plant-based products, Ms.

Quinn has travelled

the globe on a quest for knowledge, innovation and the best quality ingredients from dedicated sustainable farmers in order

to create therapeutic benefits in skin and health care.

She is constantly pushing back the boundaries of her knowledge

The DNA of plants is of consuming interest for her and she derives satisfaction from exploring the chemistry

of new ingredient pairings which create new and enhanced synergistic impacts.

She has a particular interest in educating on

the health benefits of essential oils and cannabis in the treatment of a wide array of conditions.

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.

On May 13, 2021, we amended the Separation

Agreement to state the parties desire to reduce the total amount payable to Wais Asefi from $200,000 USD to $142,500 USD.

to the earlier payments made to Mr.

Asefi, a payment of $40,000 was made on May 14, 2021 with two additional payments due on June

27, 2021 for $40,000 and the final payment due on August 11, 2021 for $25,000.

The final payment due on August 11, 2021 will settle

this agreement in full.

Further under the amendment, Mr.

Asefi nominated Textmunication, Inc., our prior subsidiary, as the recipient

of the funds due under the Separation Agreement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,”

“project,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“strategy,”

“plan,”

“may,”

“will,”

“would,”

“will be,”

“will continue,”

likely result,”

and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions

for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for

purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions

that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a

material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to:

changes in economic

conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed

on such statements.

We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new

information, future events or otherwise.

Further information concerning our business, including additional factors that could materially

affect our financial results, is included herein and in our other filings with the SEC.

October 25, 2019, Resonate Blends, Inc.

(formerly Textmunication Holdings Inc.) announced its entry into the cannabis industry by acquiring

Resonate Blends LLC (“Resonate”

or the “Company”), a California-based cannabis wellness lifestyle product company

built on a proprietary system of experiential targets.

Resonate is building a value-added, brand-focused cannabis organization offering

premium brands of consistent quality.

The Company also acquired Entourage Labs LLC (“Entourage Labs”), a sister company of

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

in Calabasas, California, Resonate Blends, Inc.

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

The Company’s strategy is to ignite future growth by building a purpose-driven portfolio of innovative, trusted national

brands, emerging brands, research organizations, and a variety of retail channels.

The Company’s focus is finding mutual value

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

The Company offers a family of

premium cannabis-based products of consistent quality based on unique formations calibrated to Resonate Blends effects system in what

we believe is the industry gold standard in user experience.

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

consumer brands.

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

deliver reliable, effective, beneficial experiences.

is committed to helping you live the life you love.

We do not make the medicinal vs.

recreational distinction.

This is a temporary legal

separation in some states that we expect will soon cease to exist.

We believe in wellness for the whole person.

We know that people with

pain or anxiety also want to enjoy friends, concerts and have satisfying intimate experiences.

We are designing experiences which will

improve all areas of our lives.

accomplish this, Resonate is Mastering the Art of Experience.

This is our mission.

By integrating science, technology, education, branding,

marketing, sales and delivery - with every customer interaction we aim to provide exceptional experiences.

Cannabis has a broad range

of unique characteristics and we are dedicated to harnessing and amplifying those characteristics to support healthy empowered and engaged

From product development through customer communication, we prefect and demystify cannabis bringing innovative products to

an increasingly sophisticated market.

Resonate Blends has a strong social mission and the Resonate team is building a successful business

by focusing our knowledge, skill and energy on creating wellness-lifestyle products which will improve community by helping individuals

live more satisfying, meaningful and connected lives.

The need for these products at this time is crucial.

communicate the breadth of wellness products that Resonate is developing, our team created The Resonate System.

The Resonate System graphically

represents a spectrum of wellness products based on cannabis scaffolding.

This system helps users easily select which product they want.

Products based on The Resonate System deliver relaxation, freedom from pain and anxiety, boosts in focus and creativity, sensuality,

human connection and joy.

Our products are formulated around a system of interconnected experience targets that will allow you to know

exactly what to expect when using them.

respecting and honoring the natural power of plant medicine, Resonate also employs advanced science, leading technology and a deep understanding

of how various cannabis compounds, when working in the body, simultaneously can create unique effects and benefits (referred to as the

“Entourage Effect”).

Our product developers blend cannabinoids and terpenes to formulate products with specific, controllable

and repeatable, beneficial effects.

Through innovation, experimentation, testing and an iterative product development strategy, our team

has unlocked new plant constituent combinations resulting in unique, enjoyable and extremely effective wellness products unlike anything

else in the marketplace.

Resonate plans to explore obtaining patent protection for these formulations and products in the future.

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

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

Koan products are dedicated to the efficacy and precision of

functional experience targets across a broad range of product categories.

Resonate’s

initial products are a completely unique class of products called Cordials.

These blends offer a wide range of experiences not currently

available in the cannabis market.

Our Cordials are water-soluble and use emulsification technology to allow for quick onset and a sustained

and nuanced experience.

Single dose, healthful, subtle in taste, cordials are an ideal way for people to gently intentionally improve

their well-being.

They can be sipped directly or substituted for alcohol as a cocktail mixer.

Resonate’s

Cordials have been developed in partnership with an award-winning advanced infusion technology partner and we have released our six unique

blends in California.

Everything from ordering inventory, opening up distribution channels and final preparation for our marketing efforts

are now underway.

We believe value-added brands focused on experience targets represent the greatest market opportunity in the maturing

cannabis market.

Our mission is to demystify and normalize cannabis use through innovative products built around the healing powers of

plant medicine.

Cordials are the first in a family of products designed around our unique Resonate System—the heart of our product

development process.

are in early discussions to license our products in two other cannabis friendly states, and we hope to have further updates on this new

potential revenue stream following our launch of Cordials in California.

have signed and announced definitive agreements with various partners to execute on our overall business strategy.

Our partner Vertosa

is expected to develop our unique formulations through its advanced nano-emulsification process, the Hive Laboratory is expected to assemble,

package and distribute our products and Way To Blue is expected to actively market and deliver social media channels to the California

This release will be followed with our second product line that is already in full development and is expected for targeted

commercial release before the end of 2021.

principal executive office is located at 26565 Agoura Road, Suite 200, Calabasas, CA 91302.

Our executive telephone number is (571) 888-0009.

of Operation for Three Months Ended March 31, 2021 and 2020

have generated no revenues in our cannabis holding company or from our operating subsidiaries, Resonate Blends, LLC or Entourage Labs,

LLC, for the three months ended March 31, 2021.

have released our six unique Cordials in California We anticipate booking revenue from our product line in the 2nd quarter of 2021.

operating expenses were $778,012 for the three months ended March 31, 2021, as compared with $551,411 for the three months ended

March 31, 2020.

main reason for our increase operating expenses in 2021 was a result of professional fees in 2020 of $252,588 to obtain funds for company

operations, while last quarter we only had expenses of $193,400 which were mainly for legal and professional fees.

expect that our operating expenses will increase in 2021 over 2020 as a result of our product launch and the increased expenses associated

with operations.

had other expenses of $280,450 for the three months ended March 31, 2021 compared with other income of $75,234 for the same period ended

March 31, 2020.

main reason for our increased other expenses in 2021 was a result of loss on revaluation of derivative liabilities approximately $248,649.

had net loss of $1,058,462 for the three months ended March 31, 2021, as compared with net loss of $608,828 for the three months

ended March 31, 2020.

and Capital Resources

of March 31, 2021, we had total current assets of $1,756,043, consisting of $1,573,717 in cash and $182,326 in inventories.

current liabilities as of March 31, 2021 were $2,483,777.

We had a working capital deficit of $727,734 as of March 31, 2021, compared

with a working capital deficit of $996,439 as of December 31, 2020.

Flows from Operating Activities

activities used $957,982 in cash for the three months ended March 31, 2021, compared with cash used of $327,860 for the three

months ended March 31, 2020.

Our negative operating cash flow for the three months ended March 31, 2021 was largely the result of our

net loss of $1,058,462, offset by loss on valuation of derivative liabilities of $248,649.

Our negative operating cash flow for

the three months ended March 31, 2020 was largely the result of the result out net loss of $608,828 offset mainly by share based compensation

Flows from Investing Activities

used $20,333 to purchase various office furniture and equipment for the three months ended March 31, 2021 and no cash on investing activities

the three months ended March 31, 2020.

Flows from Financing Activities

cash flows provided by financing activities during the three months ended March 31, 2021 amounted to $2,437,707 compared with

cash flows provided by financing activities of $314,278 for the three months ended March 31, 2020.

Our positive cash flows for the three

months ended March 31, 2021 consisted of proceeds from issuance of common stock of $1,347,500 proceeds from Convertible notes

payable of $1,595,000, offset by payments of notes payable of $504,793.

Our positive cash flows for the three months ended March 31,

2020 consisted of proceeds from subscription $50,000, proceeds from convertible notes/loans payable $151,960 and proceeds from notes

payable of $130,075, offset by payments of $17,757 on convertible notes payable.

December 1, 2020 through March 15, 2021, we sold units priced at $25,000 per unit where each unit consisted of (i) an 8.0% Note in the

principal amount of $25,000 convertible into Common Stock (the “Note) and (ii) a warrant for the purchase of 83,333 shares of the

Company’s Common Stock (the “Warrant”).

sold 90 Units for total proceeds of $2,265,000.

After paying finder fees of $187,450 to our placement agent, we netted $2,077,550, which

will be used for working capital.

addition, we also entered into subscription agreements in connection with an equity placement offering of a maximum of $2,000,000 in

units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and

a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share.

We sold 6,983,333 Equity Units for total

proceeds of $1,047,500.

After paying finder fees of $100,763 to our placement agent, we netted $946,737, which was used to pay off the

remaining convertible note debt and will also be used for working capital.

we are able to generate sufficient revenues to sustain operations, we are dependent on investment capital to continue our survival.

can be no assurance of funds from these efforts or that any other type of additional financing will be available to us on acceptable

terms, or at all.

of March 31, 2021, we have an accumulated deficit of $21,159,457.

Our ability to continue as a going concern is contingent upon

the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will

be available for operations.

These conditions raise substantial doubt about our ability to continue as a going concern.

These financial

statements do not include any adjustments that might arise from this uncertainty.

Balance Sheet Arrangements

of March 31, 2021, there were no off-balance sheet arrangements.

Accounting Policies

December 2001, the SEC requested that all registrants list their most “critical accounting polices”

in the Management Discussion

and Analysis.

The SEC indicated that a “critical accounting policy”

is one which is both important to the portrayal of a

company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often

as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies

are disclosed in Note 2 of our audited financial statements included in the Form 10-K filed with the Securities and Exchange Commission.

Accounting Pronouncements

new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial

Quantitative and Qualitative Disclosures About Market Risk

smaller reporting company is not required to provide the information required by this Item.

Blends was granted a Type S:

Shared Facility - Adult and Medicinal Cannabis Manufacturing License on July 23, 2021.

The license allows

Resonate Blends to manufacture cannabis products at the licensed facility of The Galley, QVI, Inc.

in Santa Rosa, California.

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-Q

Item 1. Financial Statements