What changed in this filing

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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-04-15 · 260 added, 222 removed, 111 unchanged (81% of the section changed)

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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

disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2020.

This evaluation

was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within

the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures

include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed

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

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.

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

controls and procedures as of the end of the period covered by this annual report, being December 31, 2021.

This evaluation was carried

out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time

periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls

and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities

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

Management’s

Annual Report on Internal Control over Financing Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial

reporting as of December 31, 2020 based on criteria established in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December

31, 2020, our internal control over financial reporting was not effective.

Our management identified the following material weaknesses

in our internal control over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate

segregation of duties and effective risk assessment;

and (ii) insufficient written policies and procedures for accounting and

financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting

as of December 31, 2021 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2021, our internal

control over financial reporting was not effective.

Our management identified the following material weaknesses in our internal control

over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective

risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements

and application of both US GAAP and SEC guidelines.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

During the period covered

by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2021:

(i) appoint additional

qualified personnel to address inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written

policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent

upon our securing additional financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing

such funds, remediation efforts may be adversely affected in a material manner.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection

During the period covered by this

annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses,

we hope to implement the following changes during our fiscal year ending December 31, 2022:

(i) appoint additional qualified personnel

to address inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures

for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional

financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts

may be adversely affected in a material manner.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption

for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

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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.

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

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

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.

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.

Kerwin –

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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.

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

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.

Thielen –

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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

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

directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have

been elected and qualified.

Our executive officers are appointed by our board of directors and hold office until removed by our

board of directors or until their successors are appointed.

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 company registered

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

directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been

elected and qualified.

Our executive officers are appointed by our board of directors and hold office until removed by our board of directors

or until their successors are appointed.

Relationships

are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become

directors or executive officers.

are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors

or executive officers.

have no significant employees.

in Certain Legal Proceedings

the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any

legal proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or

similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was

a general partner at or within two years before the time of such filing, or any corporation or business association of which he

or she was an executive officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal

proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar

officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive

officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person

of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,

director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation

of Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority

barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated

by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with

persons engaged in any such activity;

Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities

law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has

not been subsequently reversed, suspended or vacated;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,

suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity

Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any

such activity;

Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,

and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any

Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently

reversed, suspended or vacated;

Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

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Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in

Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization

that has disciplinary authority over its members or persons associated with a member.

Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

do not have a separately designated standing audit committee.

The entire board of directors performs the functions of an audit

committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally

be performed by an audit committee.

The board of directors approves the selection of our independent accountants and meets and

interacts with the independent accountants to discuss issues related to financial reporting.

In addition, the board of directors

reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants

our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting

matters including fees to be paid to the independent auditor and the performance of the independent auditor.

The entire board of directors performs the functions of an audit committee,

but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed

by an audit committee.

The board of directors approves the selection of our independent accountants and meets and interacts with the

independent accountants to discuss issues related to financial reporting.

In addition, the board of directors reviews the scope and results

of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results,

considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be

paid to the independent auditor and the performance of the independent auditor.

do not have an audit committee financial expert because of the size of our company and our board of directors at this time.

believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess

these attributes as needed.

that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes

the fiscal year ending December 31, 2021, the board of directors:

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upon the board of directors’

review and discussion of the matters above, the board of directors authorized inclusion of

the audited financial statements for the year ended December 31, 2020 to be included in this Annual Report on Form 10-K and filed

with the Securities and Exchange Commission.

review and discussion of the matters above, the board of directors authorized inclusion of the audited

financial statements for the year ended December 31, 2021 to be included in this Annual Report on Form 10-K and filed with the Securities

and Exchange Commission.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent

of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of

changes in ownership of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent

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, 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.

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial shareholders

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

To the 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, 2021.

of December 31, 2021, we had not adopted a Code of Ethics.

We feel that the small size of our board and management did not warrant

the adoption of a Code of Ethics.

We feel that the small size of our board and management did not warrant the

adoption of a Code of Ethics.

Executive Compensation

table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal

years ended December 31, 2020 and 2019.

and principal position

President, Chairman, CEO and Director

Operating Officer

table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years

ended December 31, 2021 and 2020.

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

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We do not have an employment agreement with Mr.

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

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

Thielen an annual salary of $60,000.

25, 2019, Mr.

On October 25, 2019,

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.

He can also receive equity shares through assigned revenue

and company milestones set by the Board of Directors.

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.

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.

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 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.

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.

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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

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.

However, 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 event.

Equity Awards at Fiscal Year-End

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officers as of December 31, 2021.

EQUITY AWARDS AT FISCAL YEAR-END

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

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

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

Incentive Plan Awards:

Option Exercise Price ($)

Option Expiration Date

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

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

Equity Incentive Plan Awards:

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

Incentive Plan Awards:

Equity Incentive Plan Awards:

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

David Thielen

Geoffrey Selzer

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

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

following table sets forth, as of April 14, 2022, 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.

Preferred 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

or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days,

including upon exercise of common shares purchase options or warrants.

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.

Number of Shares

Geoffrey Selzer

David Thielen

All 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 or shared

voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon

exercise of common shares purchase options or warrants.

percent of class is based on 47,796,859 shares of common stock outstanding and 2,000,000 shares of Series C Preferred Stock

outstanding as of April 14, 2022.

Certain Relationships and Related Transactions, and Director Independence

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.

(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.

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

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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 –

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;

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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.

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

payment on June 27, 2021 for $40,000.

The final payment was made on August 11, 2021 for $25,000.

The final payment on August 11, 2021

settled 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.

As of December 31, 2021, the Company made all of its required payments to Mr.

outstanding balances as of December 31, 2021 and December 31, 2020 are $45,000 and $187,500 respectively.

Principal Accounting Fees and Services

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

Statements for the

Financial Statements for the

Year Ended December 31

Audit Services

Exhibits, Financial Statements Schedules

2 unchanged sentences

Statements (See Item 8)

Purchase Agreement (1)

Stock Purchase Agreement (1)

Interest Purchase Agreement (2)

1 unchanged sentence

of Conveyance (2)

Letter of Intent (11)

of Incorporation (3)

2 unchanged sentences

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

Certificate of Designation for Series E Preferred Stock (7)

Certificate of Amendment (8)

of Designation for Series E Preferred Stock (7)

of Amendment (8)

as amended (3)

Secured Convertible Promissory Note (6)

Convertible Promissory Note (6)

Unsecured Convertible Promissory Note (10)

Promissory Note (12)

Stock Purchase Warrant (12)

Promissory Note (13)

Stock Purchase Warrant (13)

Convertible Promissory Note (14)

Common Stock Purchase Warrant (14)

Agreement and Release (1)

2 unchanged sentences

Agreement (2)

Securities Purchase Agreement (6)

Addendum to Securities Purchase Agreement (9)

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

Purchase Agreement (6)

to Securities Purchase Agreement (9)

Purchase Agreement (12)

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

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

3 unchanged sentences

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.

by reference to the Current Report on Form 8-K filed on July 23, 2020.

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

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

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

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

by reference to the Current Report on Form 8-K filed on September 13, 2021.

by reference to the Current Report on Form 8-K filed on February 3, 2022.

by reference to the Current Report on Form 8-K filed on February 10, 2022.

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

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.

Form 10-K Summary

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

Chief Executive Officer, Principal Executive Officer,

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

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

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

Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf 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

Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

David Thielen

1 unchanged sentence

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