What changed in this filing

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Item 1. Business

2022-04-18 compared with 2019-05-20 · 309 added, 543 removed, 0 unchanged (100% of the section changed)

are a developing player in the mobile marketing and loyalty industry, providing cutting-edge mobile marketing solutions, rewards

and loyalty to our clients.

With a powerful yet intuitive suite of services, clients are able to reach more customers faster and

reward them for repeat business.

We help clients reach their marketing and revenue goals by educating clients with the most effective

tools in mobile marketing, rewards, paperless redemption and loyalty.

the past 4 years, we have grown to over 765 clients and more than 950 different locations in the United States and Canada.

have achieved this with an expanded focus on a variety of industries, including restaurants, retailers, entertainment venues and

other partnership opportunities.

We are looking to open new SMS markets in Europe and Asia based on new client relationships.

We have decided to focus our energy on the gym, health and fitness club market.

However, we are also working with Quick Service

Restaurants (QSR), Beauty/Tanning salons, hospitality, entertainment, digital marketing and sporting events.

Our new Smart Automated

Messaging (SAM) platform is fully operational and has completely replaced our legacy software platform.

The SAM platform has the

capacity to bring on several thousand new clients while adding new functionality such as Rich Communication Services (RCS) and

Artificial Intelligence (AI).

We will be introducing RCS to SAM in April 2019 and the AI functionality in the second half of 2019.

new software platform provides a powerful nonintrusive and valued-added engagement tool capable of delivering more than one billion

SMS per month.

CIOReview Magazine recognized Textmunication as one of the “Top 20 Most Promising Digital Marketing Solution

Providers”

in its annual 2018 edition.

We offer cutting-edge technology with upcoming solutions such as Rich Communication

Services (RCS).

We were chosen as an early adopter of RCS by aleading mobile messaging provider, OpenMarket, which could

create a paradigm shift in the text messaging world with rich images, videos, chat box features and multi-media in a single text.

have built an advanced “Communication Platform as a Service”

(CPaaS) backbone enabling developers to add real-time

communication features in their own applications without needing to build backend infrastructure and interfaces.

We are working

to develop “Messaging as a Platform”

A MaaP platform combines advanced messaging with standardized interfaces

to plugins creating a richer experience for consumers, such as RCS.

Textmunication is targeting its RCS solution for April 2019.

Textmunication expanded its White Label program allowing companies of all sizes to implement an “out-of-the-box”

“Powered by Textmunication”.

In addition to White Label, the company offers standalone Application Programming Interfaces

or APIs, integrated API solutions and non-integrated services.

development is a major focus for 2019.

We can produce a new API in 2-4 weeks for each new client.

We now have 7 of the top 8 Health

Club Management Software (CMS) companies using our integrated SMS fitness solution.

There is no other automated health and fitness

solution offering a completed end-to-end solution similar to ours.

We now have access to more than 25,000 health clubs in North

America and will focus on converting new clubs to our solution in the next 12 months.

adding RCS and AI, we can add customer value and higher priced solutions to any vertical we are pursuing.

The evolution of SMS

into RCS will establish Textmunication as an innovator of new technology and upgraded services.

We are pursuing AI assets to add

to SAM which will establish us as a pure technology company with an advanced communication platform.

We feel the transformation

into a technology company with AI will open new revenue streams and add value to our technology assets.

have also entered into the IT consulting business through our acquisition of a minority interest in Aspire Consulting, LLC.

plan to assist our controlling partner in the development of this consulting business in addition to improving the market position

of our mobile marketing business.

principal executive office is located at 1940 Contra Costa Blvd.

Pleasant Hill, CA 94523 and our telephone number is (925-777-2111).

Marketing Business

Products and Services

are an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty

and repeat business in a non-intrusive, value added medium.

We provide a mobile marketing platform where merchants can send customers

the most up-to-date offers, discounts, alerts and events schedules, such as, for instance, happy hours, trivia night, and other

The consumer can also access specials and promotions that merchants choose to distribute through us by opting keywords

designated to the merchant’s keywords.

This allows consumers to take their information wherever they go and learn about

the latest buzz as soon as it is available, providing the consumer with events, deals, and messages on their cellphone via SMS

We are a mobile marketing platform that connects the mass consumer to the content that they crave –

anytime, through virtually any mobile device for all local events and promotions.

mobile marketing solutions apply to any industry, offering a new and innovative way to reach out to a merchant’s customer

Some examples include:

guest promotions, reminders, new rates, fitness tips;

happy hours, special events, discount pricing;

invite only trunk show, spring sale, discount on a clothing line, carrying a new line of clothes;

special promotion for teeth whitening;

Relations –

sending notifications to investors on news alerts and company updates;

Marketing –

promoting marketing updates from global clients using SMS in their portfolio;

promotion on products, new line of products, introducing a new stylist;

Dine about town participation, discount coupons;

Estate Agents –

Introducing a new home on the market, price reduction, or an open house event.

Additionally,

we are a mobile marketing platform that allows merchants to get more impact out of their promotions.

Our merchants will be able

to recommend promotions to their customers proactively, which will help merchants increase foot traffic and revenue.

the information that is being collected, our merchants can better target their clients.

This system empowers merchants and enables

them to adjust programs at a moment’s notice.

began providing SMA text advertising in 2009 to small businesses, including bars, salons, restaurants and medical professionals.

We have changed our strategy and decided that instead of directing our energy on smaller businesses we will focus on larger chain

and franchise businesses in the Gym, Health and Fitness Club market place offering unique automated solutions to help clubs communicate

with their members and increase membership.

In order to entrench ourselves as firmly as possible in this marketplace we have add-on

service provided with companies that provide billing solutions to the Gym, Health & Fitness Club market place.

relationships with the following Gym, Health & Fitness Club billing providers:

ASF Payment Solutions, ClubSystems, ABC Financial,

Motionsoft, Paramount Acceptance and Jonas Fitness.

These sources have access to a combined 17,000 gyms and fitness centers.

is a list of services that we intend to perform for the health and fitness industry:

Leads/Inquiries

(e.g., Text gym to 87365 for a 7-day pass)

reminders (daily sales appointments/automated)

Referrals/Referral

locator & directions (e.g., find your nearest club Text zip code to 87365)

to the club text to new members (combined w/ an offer, guest pass for a friend, personal training, and more)

a guest (or more) free day, week or month

training sales

renewals (automated)

Communication & retention :

B-day alerts (automated)

texts delivered to people that have not been in for a workout in 30 days.

accounts (automated)

Surveys/feedback

credit card notifications (automated)

goal is to partner with the industry leading enterprise software providers to the Health and Fitness Industry.

We believe the

top five enterprise software providers in the health and fitness industry account for more than 50% of the total gyms and fitness

centers worldwide.

By integrating our web-based platform into the existing infrastructure of an enterprise software provider,

we can then uniquely market our service to gyms and fitness centers on a ‘turnkey’

We believe this provides

a significant competitive advantage to us.

Our monthly billing rates range between $49-$299 per club.

Over the next 24 months

our goal is to become an add-on component to the billing features of at least 50% of the gym billing providers so that we can

attract as many as 5,000 Gym, Health & Fitness clubs in the US.

We then intend to expand internationally where there are as

many as 165,000 Gyms, Health & Fitness clubs as of 2013.

In addition, we plan on utilizing the same strategy in the salon,

entertainment, hospitality, sporting event and healthcare markets.

We are also looking at new technologies and services such as

Rich Communication Services (RCS) which will help us expand our leadership in the health and fitness market.

Platform Features

offer our clients a mobile marketing platform.

We completed our new Generation 3 software platform named “Smart Automated

Messaging”

or SAM in 2017.

This new platform will have the ability to send more than one billion SMS per month.

platform offers the following:

Coupons - Engage your customers!

Drive in traffic and boost sales through mobile coupons delivered with expiration dates

and unique tracking codes right to their mobile phones;

Voting/Polls - Instantly gather invaluable customer opinions;

no more guessing at what they want or wondering what they

think of a product or service;

the client can get their opinions on what they want or think, and proactively plan for success;

Messaging - Use a promotional hook for the consumer to interact with a brand by texting to a unique keyword to download

branded content such as video, images, ringtones and games;

now it is easier than ever to mobilize their brand on their consumers’

Reminders - Remind clients about appointments, anniversaries, b-days, oil changes, tune ups, and more via text;

group and bulk mobile messaging;

engage with those who have raised their hands and said they want to have an ongoing relationship

with a brand via mobile;

deliver news on products and services and provide mobile offers and coupons to drive sales which

can include expiration dates and single use promotion codes;

2 Web - Mobilize the website with text messaging functionality to promote interaction with customers;

showcase text 2

web responses on the client’s website to have fresh user-generated content that increases the stickiness of the client’s

Contests/Instant Contesting - make any traditional media interactive with contests that can create buzz and lead

to further engagement;

have concert attendees enter contests for seat upgrades, backstage passes, and more;

generate a local

customer database from in-location giveaways;

Widgets/Online Forms - Textmunication supplies an online sign up page so customers can join the client’s program

on its website or social media accounts without having to text-in;

with the web widget gives the client the ability to obtain

further information such as email, date of birth, gender, name, and more;

Our APIs are fast, simple and reliable and built in such a way that they integrate with any system or application.

Our ready-made scripts help you to connect to our gateway through your chosen programming language.

These scripts all work

with the HTTP API.

We offer both Direct API and API integration through our UI.

Both models allow for a seamless sharing of

Our API growth will be a driving revenue factor for us going forward.

Loyalty and rewards program for client’s customers who frequently make purchases.

Customers register their personal

such as mobile cell number information to the merchant through our proprietary Application on a tablet or online that they

will use in the future when making a purchase to receive new product updates, specials and promotional merchandise.

of our HTTP/S API:

supports text, Unicode, binary SMS and flash messaging in the following ways:

extended length messages;

ringtones and logos into the correct format;

acknowledgement and Sender ID;

Should the message be delayed for a predefined length of time, it can be escalated to an alternative delivery

Queuing lets you specify up to 3 prioritized queues which your messages can be sent out on;

sending and two-way messaging.

label - (Fully Customized Design)

provide an all-inclusive, branded platform that delivers everything you need to create a user interface that will seamlessly appear

and takes it much further than just the standard logo and dashboard by providing a branded SMS message system, sign-up forms,

alerts and customized buttons.

The merchants will never know that you didn’t build it from scratch.

Our pricing system makes

it simple for our white labels to maintain full control over pricing plans.

Our white label reseller program provides a powerful

platform for resellers rebranded as their own and pay wholesale rates and keep 100% of their profit.

Seamless set-up within 72

hours includes payment integration and shortcode activation with over hundred domestic and international carriers.

Resellers set

their own pricing plans, text credits and keywords.

Analytics, reports and account monitoring are available for tracking customers.

Vertical Markets are the following:

Restaurants (Quick Service Restaurant);

Health and Fitness;

Entertainment

(Casinos, Golf Courses, bowling centers, Comedy Clubs);

marketing agencies

relation firms

have signed up more than 750 Gym, Health and Fitness Clubs from our relationships listed above.

We have spent our efforts developing

strategic partnerships in the fitness and salon sectors.

These relationships allow us the ability to scale our business due to

their status and control in their respective markets.

Many of these relationships are on an exclusive basis.

Textmunication has

positioned itself as the SMS mobile marketing leader in both the fitness and salon markets.

By integrating with software management

systems, the clubs and salons using the software platform will have the SMS option easily available to them.

Our new White Label

program takes our strategic partnerships to the next level.

Our White Label program is owned by our partners on the front-end

while we support the technology and database.

This provides a solution controlled by our partners allowing for more visibility

to their end clients.

Plan and Personnel

goal is to build engaging content for potential clients to make it clear what we do and that we excel at it.

The target audience

for potential and existing clients is larger chain and franchise businesses in the Gym, Health and Fitness Club market.

intend to continue marketing to small to medium businesses that have need of our services.

objectives to meet this goal include the following:

our website and setting up Google analytics for tracking SEO and keywords;

up accounts for Facebook and LinkedIn for paid advertisements;

and participating in various social media sites;

preparing newsletters, and engaging in email campaigns;

web seminars with attendance driven by the foregoing;

accomplish these objectives, we will need to hire bloggers, programmers, and graphic, web and video developers.

also need to revamp our website, purchase marketing software and materials, Google Analytics, hire IR/PR consultants, set aside

money for conventions, and advertise for Facebook, LinkedIn and other social media.

the past few years, the number of mobile marketing options and companies have grown rapidly.

The markets for the products and

services that we offer are very competitive, are rapidly evolving and have relatively low barriers to entry.

We compete with all

general advertising and marketing companies who eventually will want to include mobile marketing in their suite of product offerings,

and who may develop their own similar products and compete with us for market share.

These potential competitors may have more

mature lines of distribution than us, be better financed than us, or may create a product offering that is superior to ours.

of these factors can cause a competitor to take market share away from us or otherwise substantially hurt our business.

that competition in our market is based predominantly on:

and service components and deliverables;

record of creating and keeping satisfied clients;

of underlying marketing programs;

delivery performance and customer service.

are subject to a number of laws and regulations that affect companies generally and specifically those conducting business in

the mobile messaging market, many of which are still evolving and could be interpreted in ways that could harm our business.

and future laws and regulations may impede our growth.

These regulations and laws may cover online marketing, e-mail marketing,

telemarketing, taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic

contracts and other communications, consumer protection, web services, the provision of online payment services, unencumbered

internet access to our services, the design and operation of websites, and the characteristics and quality of products and services.

It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the internet,

e-commerce, digital content, and web services.

Unfavorable regulations and laws could diminish the demand for our products and

services and increase our cost of doing business.

expect that the regulation of our industry generally will continue to increase and that we will be required to devote increasing

amounts of legal and other resources to address this regulation.

In addition, the application of existing domestic and international

laws and regulations relating to issues such as user privacy and data protection, marketing, advertising, consumer protection

and mobile disclosures in many instances is unclear or unsettled.

addition to its regulation of wireless telecommunications providers generally, the U.S.

Federal Communications Commission, or

FCC, has examined, or is currently examining, how and when consumers enroll in mobile services, what types of disclosures consumers

receive, what services consumers are purchasing and how much consumers are charged.

In addition, the Federal Trade Commission,

or FTC, has been asked to regulate how mobile marketers can use consumers’

personal information.

Consumer advocates claim

that many consumers do not know when their information is being collected from cell phones and how such information is retained,

used and shared with other companies.

Consumer groups have asked the FTC to:

identify practices that may compromise privacy and

consumer welfare;

examine opt-in procedures to ensure consumers are aware of what data is at issue and how it will be used;

marketing tactics that target children;

and create policies to halt abusive practices.

The FTC has expressed interest in particular

in the mobile environment and services that collect sensitive data, such as location-based information.

principal laws and regulations that pertain to us and our customers in connection with their utilization of our platform, include:

Trade Practice Law in the U.S .

The FTC and state attorneys general are given broad powers by legislatures to curb unfair

and deceptive trade practices.

These laws and regulations apply to mobile marketing campaigns and behavioral advertising.

The general guideline is that all material terms and conditions of the offer must be “clearly and conspicuously”

disclosed to the consumer prior to the buying decision.

The balancing of the desire to capture a potential customer’s

attention, while providing adequate disclosure, can be challenging in the mobile context due to the lack of screen space available

to provide required disclosures.

Advertising .

Behavioral advertising is a technique used by online publishers and advertisers to increase the effectiveness

of their campaigns.

Behavioral advertising uses information collected from an individual’s web-browsing behavior, such

as the pages they have visited or the searches they have made, to select which advertisements to display to that individual.

This data can be valuable for online marketers looking to personalize advertising initiatives or to provide geo-tags through

mobile devices.

Many businesses adhere to industry self-governing principles, including an opt-out regime whereby information

may be collected until an individual indicates that he or she no longer agrees to have this information collected.

is considering regulations in this area, which may include implementation of a more rigorous opt-in regime.

An opt-in policy

would prohibit businesses from collecting and using information from individuals who have not voluntarily consented.

other things, the implementation of an opt-in regime could require substantial technical support and negatively impact the

market for our mobile advertising products and services.

A few states have also introduced bills in recent years that would

restrict behavioral advertising within the state.

These bills would likely have the practical effect of regulating behavioral

advertising nationwide because of the difficulties behind implementing state-specific policies or identifying the location

of a particular consumer.

There have also been a large number of class action suits filed against companies engaged in behavioral

Advertising-Privacy Regulation .

Our business is affected by U.S.

federal and state laws and regulations governing the

collection, use, retention, sharing and security of data that we receive from and about our users.

In recent years, regulation

has focused on the collection, use, disclosure and security of information that may be used to identify or that actually identifies

an individual, such as an Internet Protocol address or a name.

Although the mobile and Internet advertising privacy practices

are currently largely self-regulated in the U.S., the FTC has conducted numerous discussions on this subject and suggested

that more rigorous privacy regulation is appropriate, including regulation of non-personally identifiable information which

could, with other information, be used to identify an individual.

Marketing-Privacy

In addition, there are U.S.

federal and state laws that govern SMS and telecommunications-based marketing,

generally requiring senders to transmit messages (including those sent to mobile devices) only to recipients who have specifically

consented to receiving such messages.

federal laws also govern e-mail marketing, generally imposing an opt-out requirement

for emails sent within an existing business relationship.

and Location-Based Marketing Best Practices and Guidelines .

We are a member of the Mobile Marketing Association, or MMA,

a global association of 700 agencies, advertisers, mobile device manufacturers, wireless operators and service providers and

others interested in the potential of marketing via the mobile channel.

The MMA has published a code of conduct and best practices

guidelines for use by those involved in mobile messaging activities.

The guidelines were developed by a collaboration of the

major carriers and they require adherence to them as a condition of service.

We voluntarily comply with the MMA code of conduct.

In addition, the Cellular Telephone Industry Association, or CTIA, has developed Best Practices and Guidelines to promote

and protect user privacy regarding location-based services.

We also voluntarily comply with those guidelines, which generally

require notice and user consent for delivery of location-based services.

United States Telephone Consumer Protection Act.

The TCPA prohibits unsolicited voice and text calls to cell phones through

the use of an automatic telephone-dialing system (ATDS) unless the recipient has given prior consent.

The statute also prohibits

companies from initiating telephone solicitations to individuals on the national Do-Not-Call list and restricts the hours

when such messages may be sent.

Violations of the TCPA can result in statutory damages of $500 per violation (i.e., for each

individual text message).

state laws impose additional regulations on voice and text calls.

We believe that our platform

does not employ an ATDS within the meaning of the TCPA based on case law construing that term.

Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN SPAM Act, prohibits all commercial

e-mail messages, as defined in the law, to mobile phones unless the device owner has given “express prior authorization.”

Recipients of such messages must also be allowed to opt-out of receiving future messages the same way they opted-in.

have ten business days to honor opt-out requests.

The FCC has compiled a list of domain names used by wireless service providers

to which marketers may not send commercial e-mail messages.

Senders have 30 days from the date the domain name is posted on

the FCC site to stop sending unauthorized commercial e-mail to addresses containing the domain name.

Violators are subject

to fines of up to $6.0 million and up to one year in jail for some spamming activities.

Carriers, the FTC, the FCC, and State

Attorneys General may bring lawsuits to enforce alleged violations of the Act.

Communications

Privacy Acts .

Foreign and U.S.

federal and state laws impose liability for intercepting communications while in transit

or accessing the contents of communications while in storage.

Breach Notification Requirements .

In the U.S., various states have enacted data breach notification laws, which require

notification of individuals and sometimes state regulatory bodies in the event of breaches involving certain defined categories

of personal information.

This new trend suggests that breach notice statutes may be enacted in other jurisdictions, including

at the federal level, as well.

The Children’s Online Privacy Protection Act prohibit the knowing collection of personal information from children under

the age of 13 without verifiable parental consent, and strictly regulate the transmission of requests for personal information

to such children.

Other countries do not recognize the ability of children to consent to the collection of personal information.

In addition, it is likely that behavioral advertising regulations will impose special restrictions on use of information collected

from minors for this purpose.

we believe that our business methodology is proprietary in terms of how we deliver our service to our client, and how we use mobile

marketing, we currently hold no patents, copyrights or trademarks.

It is our plan to trademark our key products as we develop

them, subject to applicable laws and regulations, however, we have not filed for any such protection as of yet.

It is our policy

to enter into confidentiality agreements with any outsourced sales or service providers so that our proprietary methodology, customer’s

lists and business information are contractually protected, and we intend to enforce any such contractual provisions as the law

allows in the event of a breach.

We cannot assure you that these contractual arrangements will prevent third parties from acquiring

or using our proprietary business information to compete against us.

own a minority 49% interest in Aspire Consulting, LLC.

is headquartered in Gaithersburg, Maryland.

It provides IT consulting and solution-based services as a Service Disabled Veteran

Owned Small Business Concern (SDVOSBC) to commercial, state and federal contractors.

Aspire’s leadership and advisory board

consists of executives from Cyber Security, Healthcare, Quality Management, Unified Communications and Financial Services.

December 16, 2003, the Veterans Benefits Act (the “Act”) was passed by Congress.

Section 308 of the Act established

a procurement program for SDVOSBCs.

This procurement program provides that federal contracting officers may restrict competition

to SDVOSBCs and award a sole source or set-aside contract where certain criteria are met.

purpose of the procurement program is to provide procuring agencies with the authority to set acquisitions aside for exclusive

competition among SDVOSBCs, as well as the authority to make sole source awards to SDVOSBCs if certain conditions are met.

meets the requirements of a SDVOSBC and is eligible for the procurement program.

Aspire was verified as SDVOSB by U.S.

of Veterans Affairs (VA), Center for Verification and Evaluation (CVE) on December 2, 2015.

This verification allows Aspire to

compete for SDVOSB set-aside contracts in both federal and state government sectors.

Acceptance into the Veterans First Contracting

Program within the VA System ensures legitimately owned and controlled VOSBs and SDVOSBs are able to compete for VA VOSB and SDVOSB

set-aside contracts and are credited by VA’s large prime contractors for subcontract plan achievements.

provides cutting edge IT solutions and consulting services built on technologists and professional subject matter experts.

Aspire’s

services are comprised of the following:

Strategy & Planning

Maintenance and Support

Service Management

Performance/QA/PMO

and Validation

Capital Solutions

Infrastructure

and Development Solutions

Process Improvement

and Web Development

Strategy and Planning

helps clients navigate through strategic planning to create change and achieve corporate alignment.

Its value-based management

methodology allows it to help clients align their decisions to business needs.

Performance and Governance

Aspire’s

modern governance models provide a bridge for stronger relationships with IT and the client ensuring alignment with IT operational

Its IT Service Management (ITIL) and Business Intelligence expertise make it an ideal partner in this area.

Process Improvement

strives to make organizations more competitive by driving down costs and increasing performance.

Its team will draw on real-world

experience and deep industry best practice knowledge to help clients achieve a more effective and efficient IT organization.

Security and Compliance

helps to reduce IT related risk, securing client’s critical information assets, and ensuring regulatory compliance through

the application of industry-leading security practices.

Domain expertise across multiple industries helps Aspire to fully assess

risk and ensure compliance.

and Maintenance

designs and develops custom software for enterprise-wide and mission-critical solutions.

It supports current programs with top

developers in all technologies.

It has proven experience across the technology spectrum with adherence to Quality Control and

Assurance standards to ensure results meet requirements.

and Validation

Aspire’s

QA team has vast experience making sure software systems meet specification and performance objectives.

This is done independent

of the client’s development, testing, and user acceptance team environments.

It provides the client an unbiased approach

to testing and certifies that the application does what it is intended to do.

This also provides a good audit for applications

working in compliant environments.

provides data integration, information architecture, information delivery, business intelligence and information management.

conducts business and technology assessments across each category.

Aspire creates and executes an information strategy that supports

the business demands for better and more comprehensive information for business decision making.

Service Management

designs, configures, and installs the leading business service management tools to meet the needs of its client’s environment.

Experienced consultants understand both the technical nature of client applications as well as the real-world usability needs

of their business.

Infrastructure

& Development

designs and implements virtualized infrastructure solutions that optimize distribution and availability of IT services.

This end-to-end

service provides critical details for planning and design as well as best practices implementation.

Capital Solutions

supports on-site/off-site IT with resources across the entire SDLC spectrum.

It targets Cloud, Big Data/Analytics, Mobile and

Aspire provides “Best of Breed”

technical and IT experts to deliver cost cutting solutions.

provides outsourced IT service management.

Specialties include - service desk, applications and database support.

Process Outsourcing

provides financial, document management, electronic healthcare, human resources and procurement support.

Aspire is knowledgeable

in process efficiency and improvements, coupled with resource expertise with functions from assessments to post-deployment and

process management support.

provides security and risk management, business continuity planning, IT assessment, systems/networks, infrastructure, project

management, agile lifecycle management and business strategy support.

provides healthcare, banking, human resources, financial services and technology expertise.

It has extensive vendor experience

ranging from back office support to design, testing, deployment, and optimization, highlighted by our expertise in virtualization

and domain management technologies.

has teamed with three multi-billion companies on a large Federal IDIQ contracts.

The contracts announcements are expected this

Aspire is also pursuing a state software modernization contract by teaming with a global technology leader renowned in

will need to pay our management team and consultants that assist with managerial and administration efforts in the next twelve

We have 7 employees, including a CEO, COO, VP of Sales, Lead Developer, Marketing Director, Client Success Manager and

two Business Development Representatives.

We have 5 consultants that assist with development, systems engineering, and inside

We recently contracted an API Engineer and Scalability Engineer to help build-out our new SMS software platform.

not have employment agreements or written consulting agreements with any of our personnel, except for our CEO, Wais Asefi.

employment agreement obligates us to pay him $132,000 annually.

In order to compensate him and all of the above managerial and

administrative support, we estimate we will require and additional $100,000 in revenue in the next twelve months.

intend to hire sales personnel to help grow our business.

Our anticipated sales force will work in teams of two.

There will be

a position for LDR (Lead Development & Research), who is responsible for originating new leads and converting those leads

into scheduled appointments for an AR (Account Representative), who will perform an online demo overview about our company and

the services we offer.

We expect to pay an LDR $36,000 annually and the AE $40,000 annually.

hope to eventually have a team in place for each our targeted customer groups, which are as follows:

salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc.

Entertainment:

golf, comedy, bars & nightclubs, casinos, bowling, etc.

& restaurant:

QSR and restaurant style

automotive, clothing, apparel, car washes

digital marketing and Investor Relation (IR) firms

we continue to grow, sales teams will be added in each targeted customer group according to geographic region.

our past experience, one team should be able to reach out to 1,600 contacts and yield 60 demos per month.

With this forecast,

which is really just an estimate, one team could generate $6,000 in new sales per month.

We hope to hire 2 teams for a total of

$100,000 in the next twelve months.

will have one VP of Sales over teams and more may be added as our company grows and our geographical customer base expands.

sales Director is responsible for leading and developing the sales team, organizing and assigning industry specifics and regions,

and working hand in hand with current and new partners for sustained growth.

We have one Sales Director already.

our mobile marketing business, see risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2014

filed on April 15, 2015.

our interest in Aspire Consulting Group, LLC, see risk factors included in our Current Report on Form 8-K filed on January 1,

currently do not own any real property.

Our principal executive office is located at 1940 Contra Costa Blvd.

Pleasant Hill, CA

We currently lease our executive offices at $2,000 per month.

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 is a cannabis holding company centered on value-added holistic Wellness and Lifestyle brands.

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 the Company

believes is the industry gold standard in user experience.

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

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

reliable, effective and beneficial experiences.

is committed to helping people live the life they love, but they do not make the medicinal vs.

recreational distinction.

This is a temporary

legal separation in some states that should soon cease to exist.

The Company believes in wellness for the whole person, especially

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

is designing experiences which should improve all areas of ones’ life.

accomplish this, Resonate is Mastering the Art of Experience.

This is the Company’s mission.

By integrating science, technology,

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

has a broad range of unique characteristics, and they are dedicated to harnessing and amplifying those characteristics to support healthy

empowered and engaged lifestyles.

From product development through customer communication, they 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 its 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 currently is crucial.

communicate the breadth of wellness products that Resonate is developing, the Company 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

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

human connection and joy.

Koan 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”).

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, the Koan team has unlocked new plant constituent combinations resulting in unique, enjoyable and extremely effective

wellness products unlike anything else in the marketplace.

Resonate has filed a provisional patent for protection of 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.

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.

Cordials are water-soluble and use nano-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 intentionally improve their

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

A significant competitive advantage is that

the Cordials allow users to select both the experience they want and the beverage they choose to enjoy them in.

Cordials have been developed in partnership with an award-winning advanced infusion technology partner and were launched to the retail

channel in late Q2 of 2021.

The company is offering six unique formulations and expects to have additional blends by Q1

The Cordials were awarded the Golden Leaf Award as “Best New Brand of 2021” at the “Luxury Meets Cannabis Conference”

held in New York City in December.

Resonate also won a Cannabis Clio Award for “Brand Design” also in December.

has formalized contracts with logistical, sales and marketing partners to build a digital native strategy supporting Direct-to-Consumer

The Direct-to-Consumer (D2C) sales platform launched in October and now allows California consumers the ability to order on-line

and have the Cordials home delivered in most metro areas within four hours.

Based on customer demand, the Company is creating a “singles”

option for the Cordials which will be available in early 2022 and a multi-dose option shipping in early Q2 2022.

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

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

Company signed a custom development contract with Vertosa in March of 2020, the leading provider of safe, reliable emulsion bases for

infused product developers.

This contract was a major milestone for the Company as it selected its strategic partners to develop innovative

products and solutions.

is an award-winning strategic partner who will assist the Company in the launch of its first unique category of six water soluble products.

These multi-use products deliver specific, predictable, reliable, effects in a format that is completely unique in the industry.

first product developed collaboratively is the Cordial product line, but both companies expect several other products to be developed

over time utilizing Vertosa’s emulsification technology.

In addition to the new Cordial blends, the Company also expects to

launch a unique edible product line to the market in mid-2022.

Vertosa and Resonate teams share a mission of maximizing the benefits of cannabinoids and plant medicine.

Resonate selected Vertosa as

a development partner because the Vertosa systems’ industry leading emulsification technology makes them highly stable, bioavailable,

and water compatible.

All of Vertosa’s inactive base materials are FDA approved and are lab tested for quality.

Hemp-derived CBD Emulsion System is now certified organic by CCOF, a United States Department of Agriculture-accredited certifier and

non-profit advocacy group, and the company has also received its Good Manufacturing Practice (GMP) certification, confirming that its

offerings follow regulations promulgated by the US Food and Drug Administration and are safe, pure, and effective.

In addition, Vertosa

is expanding into other legal states, and this paves the way for Resonate to follow behind moving beyond California while still assuring

strict standards and high production quality for Koan products.

Manufacturing:

Company partnered with The Galley, a California licensed Type N – Infused Products Manufacturer based in Santa Rosa, California.

The Galley produces and packages premium award-winning products and has worked with some of the most popular brands in the industry.

The Galley is built to FDA and CDPH standards and is focused on high demand areas of production – Edibles, Topicals, Tinctures,

Chocolate, Hard Candies, Gummies, Pre-Rolls, Flower, Vapes and Beverages.

Resonate 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.

and The Galley entered into a Master Services Agreement in which The Galley will manufacture and package Resonate’s first family

of products to precise specifications.

Galley and Resonate have been in frequent contact throughout Resonate’s development period and are now supporting the production

of the Company’s unique family of wellness lifestyle products.

Resonate’s first of its kind offerings are emulsified through

the advanced infusion technology provided by award-winning Vertosa and collaboratively developed to push the state of the art in its

cannabis products.

Distribution:

of the unique nature of Resonate’s Koan products and the recent expansion of home delivery services in the cannabis industry, Resonate

has prioritized a direct-to-consumer method as a key sales strategy.

Resonate has identified a technology partner who will add an e-commerce

feature to the Koan web site that will allow the Company to sell products directly to consumers using a licensed California state-wide

delivery network for fulfilment.

addition to direct sales, the company plans to offer products to select premium dispensaries throughout California.

These products will

be delivered to retail establishments by a leading cannabis full-service distributor.

The Company contracted with The Vault 3PL to provide

logistics and state-wide distribution for Resonate’s Koan Cordials, its product line of unique experience blends currently available

in California.

is also developing relationships with a variety of complementary distribution channels such as subscription box companies and other non-storefront

reseller organizations.

Company partnered with leading e-commerce technology provider Grassdoor in October to allow online sales of Koan Cordials throughout

The Grassdoor partnership powers same-day delivery service of Resonate’s six precision-calibrated formulas throughout

Northern and Southern California.

summarize, Resonate has signed and announced definitive agreements with various partners to execute on its overall business strategy.

Vertosa is expected to develop unique formulations through its advanced nano-emulsification process, The Galley is expected to assemble

and package, Grassdoor’s e-commerce solution is expected to offer online sales and home delivery in California of Cordials and

Vault 3PL Distribution to distribute the products.

Resonate engaged with The Flower Agency to actively market social media channels to

the California market.

and Sales Plan

cannabis industry is changing daily in response to updated regulations, customer product education, new interest from various demographics

and now the COVID-19 pandemic.

As a result, we are constantly attentive to these changes as they affect the marketing of Koan products.

The initial marketing strategy was to launch in select dispensaries in Los Angeles and to support the launch with dispensary promotional

material and location-based marketing.

However, in the current market the Company has decided to modify this strategy.

Paradoxically,

retail restrictions and safety regulations were beneficial, as these allowed Resonate to reprioritize their sales approach and to build

a marketing plan around on-line dispensaries with wide delivery networks.

Although retail restrictions will eventually be relaxed, the

Company doesn’t expect that storefront dispensaries will return to the dominant role they played in the cannabis industry before

COVID-19 for several reasons.

are generally small, making social distancing difficult.

Limitations on a customers’ ability to touch and smell products reduces

the value of in-person shopping.

Restrictions on the number of people allowed in these small spaces will create waiting lines outside

stores, which will be inconvenient and even embarrassing for some.

Finally, a significant number of customers, particularly in targeted

demographics, prefer the privacy and convenience of having products delivered to their homes.

For all these reasons, Resonate has decided

to focus sales efforts on select high-end retail dispensaries and on-line, delivery and e-commerce outlets.

response to the sudden change in customer buying preferences, Resonate has implemented a plan to sell directly to consumers, by partnering

with an on-line platform which will allows them to communicate the value of their products directly to consumers.

This platform will

connect consumers to a licensed retail and California-wide home delivery network.

This direct-to-consumer approach has significant benefits

First, it allows Resonate to control brand messaging and to assure that we can provide the information and education customers

need to make confident and informed product choices.

Through this method, they have access to customer information, which is not available

from dispensaries, which allows them to employ successful marketing techniques used by leading on-line retailers such as customer loyalty

programs, memberships, ambassadors, etc., to build brand awareness and increase sales.

It is also better for them financially as it increases

profit margin.

the marketing budget and energy is now being channeled into appropriate programmatic advertising, developing informational materials

for customers on the website, and developing professional and effective social media, search engine optimization and direct to consumer

marketing campaigns.

We also offer market support to select premium California dispensaries both in person and thorough the Leaf.VIP

budtender training program.

The Company expects that building its brand online will complement retail sales by increasing customer awareness

and creating “pull-through” at brick-and-mortar facilities.

is currently recruiting two internal sales managers to oversee all sales efforts in Northern and Southern California.

The Company is planning an in-house sales strategy for early Q1 2022 to maximize both the dispensary outreach and budtender education

– and to increase Direct-to-Consumer (D2C) sales platform activity.

While wellness dispensaries will be a focus for the Company,

the customer acquisition focus will be heavily tilted towards the D2C portal starting in 2022.

Multi-state expansion through licensing arrangements

with the Cordials is also being planned.

Several retailers in multiple states have reached out to Resonate requesting the Cordials to

be stocked in their dispensaries.

The Company is currently evaluating where and when to open potential new states outside of California.

September 9, 2021, we entered into a binding letter of intent with L & G USA Inc., a Delaware corporation and L & G Canada Inc.,

an Ontario corporation (together “Seller”), and the stockholders of Seller, pursuant to which the Company planned to acquire

substantially all of the assets from Seller associated with the Lemon & Grass business and the Koan business (the “Acquisition”).

October 27, 2021, the Company terminated the agreement and the Acquisition.

The Company is still in discussions with Seller, and the

Company may or may not go through with a transaction with Seller, but if the Company does, the terms will change from the previous agreement.

first commercial release was a family of six precisely targeted effect blends.

These products are category-breaking offerings as they

are neither tinctures nor beverages but have the benefits of both.

They are emulsified, water soluble, single-serving blends that can

be enjoyed privately or shared socially.

Resonate offers these across California in stylish mini bottles, each containing a single serving.

They can be sipped directly from the bottle or poured into beverages.

Koan products offer the very high bioavailability of tinctures

not possible to deliver with edibles, take effect generally within minutes and provide benefits for approximately 3 hours.

Significantly,

these formulas all provide a pleasant predictable experience, a gentle onset and exit and have no unpleasant sensations or aftereffects

sometimes associated with cannabis products.

The current products are as follows:

rich with a hint of THC, Calm is formulated to quiet your mind and ease you into a gentle sense of wellbeing.

highest THC offering, Wonder is carefully crafted to bring back that youthful sense of wonder and awe we feel when we are fully engaged

with our senses and environment.

is a subtle combination of cannabinoids and terpenes formulated to bring your mind, body and spirit back to an even state of harmony

and homeostasis.

is formulated to stimulate your senses, spark your imagination and channel your inner muse.

Led by a stimulative blend of terpenes and

just the right amount of THC to inspire and facilitate the artist in you.

formulated Play to help you become fully immersed in the moment and the people around you.

From the park to the beach to the dance floor,

Play helps you find your groove and keep it going.

on your rose-colored glasses and give everything some extra sparkle with Delight.

Designed to open up your senses, raise your spirits

and brighten your day.

Products - Resonate Growth Plans

the first 12-18 months, Resonate concentrated on releasing product and brand building in California, and possibly new state expansion

if the proper opportunities exist.

Resonate is following the launch of its first six Koan products with others based on The Resonate

System at regular intervals, and they plan to release their “Love” in Q1 2022 and “Sleep” Cordials in Q2.

formulas, combined with the proprietary Vertosa technology, will allow the Company to quickly deliver controlled, predictable, enjoyable

effects in beverages, teas, and gummies.

Vertosa is the leading provider of emulsification technology for cannabis manufacturers.

Emulsification

allows cannabinoids to become water-soluble so that they can be added to Cordials, beverages, gummies, etc.

Vertosa and Resonate are

engaged in joint research focusing on effects of various emulsification methods on cannabinoids.

Resonate is working on methods that

improve user experience by refining effects and managing bioavailability.

Vertosa will also be providing the emulsification required

for formulas in Resonate’s product line.

cannabis industry is in its infancy.

Resonate’s growth strategy is to create an innovative ecosystem of companies, investments

and research that all support The Resonate System and its mission of empowering the wellness market.

In addition to creating “house”

brands, the Company is also looking for other quality brands which could be incubated or targeted as either strategic partners or as

acquisitions.

Integrating these companies should provide consistent product quality that yields expected results and that also allows

scalability to make a successful company overall.

The Company is actively seeking potential acquisition roll-ups into the holding company

that could offer product synergies, new product development and shared resources in critical areas of the Company.

Property (“IP”) development and protection continues as a core area of value creation for Resonate.

The Company has developed

the world’s first Cannabis Cordial.

The Koan Cordials combine THC (psychoactive), CBD (non-psychoactive) with botanical terpenes

to deliver an all-natural, plant-derived, single-dosed experience that can be enjoyed straight out of the bottle or poured into any beverage.

These multi-use products deliver specific, predictable, reliable, effects in a format that is completely unique in the industry.

Company believes the greatest long-term value creation in the Cannabis industry will be in the establishment of high-quality valued-added

consumer brands that deliver the expected experience.

As cultivation, supplies and services become quickly commoditized, value-added

brands represent the best opportunity for Resonate and its shareholders to support and benefit from the growth expected in the Cannabis

It is therefore critical for Resonate to protect its methods, formulations and packaging.

June 14, 2021, the Company successfully filed a Provisional Patent Application with the US Patent & Trademark Office (USPTO) entitled

“Cannabis Nano-Emulsions for Achieving a Reliable, Targeted, Specific and Repeatable User Experience.” The invention relates

to methods and formulations including a combination of cannabinoids and terpenes calculated and specifically formulated to achieve a

targeted, specific and repeatable user experience.

The Company is also filing for patent protection on its unique product packaging and

anticipates filing for other protections on new product development.

cannabis market still primarily consists of products of varying quality and poor branding.

Much of the branding is heavy “stoner”

or hospital medicinal, and differentiation between products is difficult.

As a result, finding a product with controllable, consistent

effects is difficult.

Even products of high and reliable quality all look alike and have no shelf appeal.

In addition, there is a mismatch

between the fastest growing demographic and many current product offerings, which are designed to be inhaled.

This is exactly why Resonate

has developed Koan Cordials, tasty, single dose, healthy cannabis products with timeless, exceptional branding.

As the market matures,

some companies are recognizing the importance of branding.

Branded category leaders represent the 10 spots among best-selling products

and sales data supports the desire among consumers for branded products.

This is further supported by Headset, data (the leading industry

provider of retail buying patterns), which shows that brands are leading every category in cannabis.

Further, branded products command

higher prices.

Some branded products generate pricing as high as 150%, over industry average.

The Resonate team excels in product branding.

is no product in the marketplace exactly like Koan products at this time.

Other companies offer tinctures (which are concentrated

herbal extracts made by soaking the bark, berries, leaves (dried or fresh), or roots from one or more plants in alcohol or vinegar),

tea, salves, patches and cosmetics and vapes, and some of them provide effects which may be similar to those the Koan products will

provide, but none are equal to Koan with respect to quality, efficacy, consistency and scope.

Koan products are water soluble

and can be enjoyed privately or poured in beverages and shared socially.

Resonate believes the total experience offered by Koan

products cannot be found elsewhere in the industry.

there are a number of very fine products in the premium cannabis space, there is not yet a dominant brand in any category.

Some are leading

but no brand dominates.

Data indicates that Resonate’s targeted demographic seeks out trusted brands when making product selections.

Resonate is bringing to market custom, reliable, experience-targeted products which can be sipped or shared;

and offered under a well-crafted

brand supported by an accessible information system.

The Company provides The Resonate System so customers can understand what to expect

and can make informed confident selections.

there are six employees, comprised of 3 C-level executives and managers of brand, marketing and sales.

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/A

Item 1. Business