What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-04-18 compared with 2019-05-20 · 818 added, 611 removed, 70 unchanged (95% of the section changed)

2 unchanged sentences

Financial Statements:

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2018 and 2017

Statements of Operations for the years ended December 31, 2018 and 2017

Statement of Stockholders’

Equity (Deficit) for the years ended December 31, 2018 and 2017

Statements of Cash Flows for the years ended December 31, 2018 and 2017

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm;

Consolidated Balance Sheets as of December 31, 2021 and 2020;

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020;

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2020;

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020;

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and

of Directors of Textmunication Holdings, Inc.

the Shareholders and Board of Directors of

on the Financial Statements

have audited the accompanying consolidated balance sheets of Textmunication Holdings, Inc.(the “Company”) as of December

31, 2018 and 2017, the related consolidated statements of operations, stockholders’

equity (deficit, and cash flows for

each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the

two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

have audited the accompanying consolidated balance sheets of Resonate Blends, Inc.

(the “Company”) as of December 31, 2021

and 2020, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in

the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021,

in conformity with accounting principles generally accepted in the United States of America.

Doubt About the Company’s Ability to Continue as a Going Concern

discussed in Note 1 to the consolidated financial statements, the Company’s continuing operating losses and accumulated deficit

raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of the financial

Management’s plans are also described in Note 1.

The financial statements do not include adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).

Those standards

require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to fraud or error.

The Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing and opinion on the effectiveness of the Company’s

internal control over financial reporting.

Those standards require

that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to fraud or error.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control

over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

of Financial Statements

Note 11 as to restatement of 2018 financial statements.

Doubt About the Company’s Ability to Continue as a Going Concern

discussed in Note 1 to the consolidated financial statements, the Company’s continuing operating losses and accumulated

deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial

Management’s plans are also described in Note 1.

The consolidated financial statements do not include adjustments

that might result from the outcome of this uncertainty.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Newman Springs Road

1, 4 th Floor, Suite 143

(732) 784-1582

Bank, NJ 07701

(732) 510-0665

for Embedded Derivative Liabilities Related to Convertible Debentures

described in Notes 2 and 4 to the financial statements, the Company had convertible debentures that required accounting considerations

and significant estimates.

Company determined that variable conversion features issued in connection with certain convertible debentures required derivative liability

classification.

These variable conversion features were initially measured at fair value and subsequently have been remeasured to fair

value at each reporting period.

The Company determined the fair value of the embedded derivatives using the Black-Scholes-Merton option

pricing model.

The value of the embedded derivative liabilities related to the convertible debentures was $2,286,014 at December 31,

identified the accounting considerations and related valuations, including the related fair value determinations of the embedded derivative

liabilities of such as a critical audit matter.

The principal considerations for our determination were:

(1) the accounting consideration

in determining the nature of the various features (2) the evaluation of the potential derivatives and potential bifurcation in the instruments,

and (3) considerations related to the determination of the fair value of the various debt and equity instruments and the conversion features

that include valuation models and assumptions utilized by management.

Auditing these elements is especially challenging and requires

auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized

skill or knowledge needed.

audit procedures related to management’s conclusion on the evaluation and related valuation of embedded derivatives, included the

following, among others:

(1) evaluating the relevant terms and conditions of the various financings, (2) assessing the appropriateness

of conclusions reached by the Company with respect to the accounting for the convertible debt, and the assessment and accounting for

potential derivatives and (3) independently recomputing the valuations determined by Management.

Boyle CPA, LLC

have served as the Company’s auditor since 2018

TEXTMUNICATION

HOLDINGS, INC.

BALANCE SHEETS

have served as the Company’s auditor since 2018

BALANCE SHEET

December 31, 2021

December 31, 2020

Current assets

and cash equivalents

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Investment in equity

method investee

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Fixed assets, net

Investment in equity method investee

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable

and accrued liabilities

Accounts payable and accrued liabilities

Due to related parties

Convertible notes

payable, net of discount

Settlement liability

Convertible notes payable, net of discount

Derivative liability

1 unchanged sentence

Total liabilities

Stockholders’

Equity (Deficit)

Stockholders’ deficit

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

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

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

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

Preferred stock

5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding

Series B - Preferred

stock, 66,667 shares authorized, $0.0001 par value, 66,667 issued and outstanding

Series C - Preferred

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

Common stock;

1 unchanged sentence

200,000,000 shares authorized;

4,456,452 and 2,435,179 shares issued and outstanding as of December 31, 2018 and 2017, respectively.

Additional paid-in

45,046,637 and 29,769,627 shares issued and outstanding as of December 31, 2021 December 31, 2020, respectively.

Additional paid-in capital

Accumulated deficit

1 unchanged sentence

( 21,100,995 )

Total stockholders’equity

Total liabilities and stockholders’

equity deficit

Total Stockholders’ deficit

( 4,101,931 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION

HOLDINGS, INC.

STATEMENTS OF OPERATIONS

STATEMENT OF OPERATIONS

The Three Months Ended

The Year Ended

December 31 2021

December 31 2020

December 31 2021

December 31 2020

COST OF REVENUES

Operating expenses

General and administrative

Legal and Professional

General and administrative expenses

Legal and Professional fees

Officer Compensation

1 unchanged sentence

Sales Commission

Impairment of inhouse

Total operating

Non cash management fees

Total operating expenses

Loss from operations

( 3,416,707 )

( 1,813,958 )

Other Income (expense)

Interest expense

Loss on change of

derivative liability

Amortization of

debt discount

Gain on settlement

of derivative liabilities

Gain (loss) on settlement

of notes payable

Total other income

Income (loss) from

investment in equity method investee

Loss on change of derivative liability

( 2,011,881 )

Amortization of debt discount

Amortization of debt issuance costs

Gain (loss) on settlement of derivative liabilities

Legal settlement

Gain on settlement of notes payable

Depreciation expense

Total other expense

( 2,346,362 )

INCOME (LOSS) from continuing operations

( 5,763,069 )

( 1,957,071 )

INCOME (LOSS) from discontinued operations

( 5,763,069 )

( 1,941,274 )

Basic weighted average common shares outstanding

2 unchanged sentences

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION,

STATEMENTS OF STOCKHOLDERS’

THE YEAR ENDED DECEMBER 31, 2018 (RESTATED)

stock - Series B

stock - Series C

Stockholders’

December 31, 2016

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2021 AND 2020

Preferred Stock Series A

Preferred stock - Series C

Total Stockholders’

Balance, December 31, 2020

( 21,100,995 )

Issuance of common stock in private placement

Debt converted to common stock

Shares issued for services

Exercise of warrant

( 5,763,069 )

issued to settle notes payable

issued to settle debt

issued for services

of common stock to preferred

of derivative liability

December 31, 2017

( 5,763,069 )

from subscription agreements

issued to settle notes payable

of derivative liability

December 31, 2018

Balances December 31, 2021

$ ( 26,864,064 )

$ ( 4,101,931 )

Paid-in Capital

Balance December 31, 2019

$ ( 19,159,721 )

$ ( 587,230 )

Common stock issuance

Common stock issuance for services

Stock issuance to settle notes payable

Cancellation of shares held by Textmunication

( 4,755,029 )

Shares issues for legal settlement

Cancellation of preferred stock

Balance December 30, 2020

( 21,100,995 )

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION,

STATEMENTS OF CASH FLOWS

the years ended December 31

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2021

Cash Flows from Operating Activities

Income (loss)

Net Income (loss)

$ ( 5,763,069 )

Adjustments to reconcile net income

(loss) to net cash provided by operating activities:

Amortization of

debt discount

Loss on derivative

Impairment of software

Non cash interest

$ ( 1,941,274 )

Net loss from discontinued operations

Adjustments to reconcile

Discount amortization

Impairment of investments

Amortization and depreciation

Loss on derivative liability

Non cash interest expense

Legal Settlement

Share professional fees

Share based compensation

Gain (loss) on the

settlement of debt

Gain on settlement

of derivative liabilities

Income from equity

method investee

Changes in assets and liabilities

payable and accrued expenses

cash provided by / ( used in) operating activities

Gain (Loss) on the settlement of debt

Gain on settlement of derivative liabilities

Changes in operating assets and liabilities

Prepaid expenses and other current assets

Advances to suppliers

Accounts payable and accrued expenses

Due to Related party

Net cash used by operating activities

( 2,947,337 )

( 1,483,630 )

Net cash provided by (used in) operating activities of discontinued operations

Net cash used in operations

( 2,947,337 )

( 1,381,003 )

Cash Flows from investing activities

Capitalization

of software cost

cash provided by investing activities

Purchase of fixed assets

Net cash used by investing activities

Cash Flows from Financing Activities

Proceeds from subscription

Payments on Convertible

Notes/ Loans Payable

Proceeds on loans

Payments on loans

proceeds from convertible notes payable

cash provided by financing activities

Proceeds from convertible notes (net)

Proceeds from warrant exercise

Payments on convertible notes payable

Net cash provided by financing activities

Net cash provided by financing activities of discontinued operations

Net cash used in finance

Net increase in cash

1 unchanged sentence

Cash, end of period

Supplemental disclosure of cash flow

paid for interest

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for tax

Non-Cash investing and financing transactions

of debt for common stock

of convertible notes payable

of derivative liability

Conversion of debt for common stock

Settlement of derivative liability

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

BASIS OF PRESENTATION AND GOING CONCERN

Textmunication

RESONATE BLENDS,

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2021 and 2020

NOTE 1 – BASIS

OF PRESENTATION AND GOING CONCERN

Resonate Blends, Inc.

formerly Textmunication Holdings, Inc.

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

Control Systems.

Founded by Richard T.

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

management systems.

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

In February of 1996, the Company changed its name to Brock International

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

In 2007, the Company

deregistered its common stock in order to avoid the expenses of being a public company.

The Company reported briefly on the OTC Disclosure

& News Service in 2008 but not for long.

The Company again changed its name to FSTWV, Inc.

On October 28, 2013,

the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change its name to Textmunication

Holdings, Inc.

(Company) was incorporated on May 13, 2010 under the laws of the State of California.

Textmunication is an online

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

The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock.

On November 16, 2013,

the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc.

a California corporation, whereby the sole shareholder

of the Company received 65,640,207 new shares of common stock of the Company in exchange for 100 % of the Textmunication’s issued

and outstanding shares.

Textmunication is 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.

For merchants we provide a mobile marketing platform where they can always send

the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns.

can also access specials and promotions that merchants choose to distribute through Textmunication by opting in to keywords designated

to the merchant’s keywords.

November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication Holdings (Holdings).

corporation, whereby the sole shareholder of the Company received 65,640,207 new shares of common stock of Holdings in exchange

for 100% of the Company’s issued and outstanding shares.

July 9, 2018 the 1 –

1,000 Reverse Split of “Textmunication Holdings, Inc.”

(TXHD) common stock took effect

at the open of business.

All shares and per share amounts have been retroactively adjusted to reflect the reverse split.

9th, 2018 Textmunication Holdings, Inc.

(“TXHD”) entered into Advisory Agreements with Mr.

Thomas DiBenedetto and

Joseph Griffin.

DiBenedetto will advise Textmunication on business execution, growth initiatives and strategic investment

opportunities.

Joseph Griffin will join Textmunication as a financial investment advisor.

In his role, he will advise the

company on strategic investment opportunities and investment execution.

of Presentation

financial statements are presented in conformity with accounting principles generally accepted in the United States of America,

as reported on our fiscal years ending on December 31, 2018 and 2017.

We have summarized our most significant accounting

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

a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal

course of business.

As of December 31, 2018, the Company has an accumulated deficit of $15,489,993.

The company’s

ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its

ability to achieve and maintain profitable operations.

For merchants we provide a mobile marketing platform where they can always send the

most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns.

The consumer can also

access specials and promotions that merchants choose to distribute through Textmunication by opting into keywords designated to the merchant’s

On July 9, 2018, the

1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business.

All shares and per share amounts

have been retroactively adjusted to reflect the reverse split .

On June 25, 2019, the

Company issued a press release announcing it plans to change its business direction from its current SMS technology business to focus

on the emerging national cannabis market.

The Company planned on using its mobile texting platform to enhance communication efforts with

the potential acquisitions.

On October 25, 2019,

the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends,

LLC, a California limited liability company (“Resonate”), and the members of Resonate.

As a result of the transaction, Resonate

became a wholly owned subsidiary of the Company.

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

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

in exchange for their membership interests of Resonate.

These shares have anti-dilution protection.

We have also agreed as part of the

purchase price to issue:

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

common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for

any three (3) consecutive month trailing period;

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

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

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

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

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

Also, on October 25,

2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage

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

As a result of the

transaction, Entourage Labs became a wholly owned subsidiary of the Company.

In accordance with the terms of the Purchase Agreement,

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

to the holders of Entourage Labs in exchange for their membership interests of Entourage Labs.

These shares have anti-dilution protection.

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

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

into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten

Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period;

and (iii) such number of shares of Series E Preferred

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

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

The shares in (ii) and (iii) shall

have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection .

In addition, the Company

entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”)

Johnson and the Company’s 49 % owned subsidiary, Aspire Consulting Group, LLC, a Virginia limited liability company.

Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with its IT consulting solutions,

including all of the capital stock of Aspire Consulting, to Mr.

In exchange, Mr.

Johnson agreed to cancel 20,000 shares of common

stock in the Company and to assume and cancel all liabilities relating to the Company’s former business.

Finally, the Company

entered into Employment Agreements with the following persons:

(i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with

an annual salary of $ 180,000 ;

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

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

The Employment Agreement for the CEO has a term

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

Severance of six (6) weeks is available for termination of the COO without cause

before one-year of service and eight (8) weeks after one-year of service.

On December 16, 2019

the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary;

Resonate Blends, Inc.

Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes.

As part of the merger,

the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s

Articles of Incorporation have been amended to reflect this name change.

In connection with

the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus.

On January 20, 2020,

Wais Asefi resigned as Chairman and as a member of our Board of Directors.

Asefi’s resignation is in support of Resonate Blends

strategic direction of becoming a pure play cannabis company.

The Company does not believe that Mr.

Asefi has any disagreements on matters

relating to our operations, policies or practices.

Also, on January 20, 2020, our Board of Directors appointed Geoffrey Selzer as our

On December 16, 2019

the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary;

Resonate Blends, Inc.

Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes.

As part of the merger,

the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s

Articles of Incorporation have been amended to reflect this name change.

In connection with

the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus.

On May 22, 2020, Resonate

(the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello,

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

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

Textmunication operates the Company’s SMS business activities.

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

The consideration for

the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock (the “Shares”)

of the Company.

The Shares have a market value of $ 337,542 , based on our last sales price of $ 0.07 per share as of May 26, 2020.

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

Also on May 22, 2020,

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

Pursuant to the

Separation Agreement, Mr.

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

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

employment agreement with the Company.

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

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

Asefi further

released the Company of all claims.

Also on May 22, 2020,

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

sale of Textmunication to the Asefi Group.

On May 22, 2020, Resonate

(the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello,

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

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

Textmunication operates the Company’s SMS business activities.

On July 20, 2020, the

parties closed on the transactions contained in the SPA.

The Asefi Group cancelled 4,755,209 shares of common stock (the “Shares”)

of the Company.

The Shares have a market value of $ 332,842 , based on our last sales price of $ 0.07 per share as of May 26, 2020.

Company also executed a general release in favor of Mr.

Basis of Presentation

Our financial statements

are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal

years ending on December 31, 2021 and 2020.

We have summarized our most significant accounting policies.

Going concern

These consolidated

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

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

As of December

31, 2021, the Company has an accumulated deficit of $ 26,864,064 .

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

and its ability to achieve and maintain profitable operations.

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

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

These conditions raise

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

of these financial statements.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

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

The balance at times may exceed federally insured limits.

At December 31, 2018 and 2017 no cash balances exceeded

the federally insured limit.

receivable and allowance for doubtful accounts

receivable are stated at the amount management expects to collect.

The Company generally does not require collateral to support

customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts

receivable, historical collection information and existing economic conditions.

As of December 31, 2018, and 2017 the allowance

for doubtful accounts was $0 and bad debt expense of $0 and $0, respectively.

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

to be entitled to in exchange for those services.

Company currently derives a substantial majority of its revenue from fees associated with our subscription services, which generally

include mobile marketing platform services.

Customers are billed for the subscription on a monthly basis.

For all of the Company’s

customers, regardless of the method, the Company uses to bill them, subscription revenue is recorded as deferred revenue in the

accompanying consolidated balance sheets.

As services are performed, the Company recognizes subscription revenue on a monthly

basis over the applicable service period.

When the Company provides a free trial period, the Company does not begin to recognize

subscription revenue until the trial period has ended and the customer has been billed for the services.

services revenues are generated from SMS and RCS packages where client logs into a cloud-based application to send targeted SMS

messages to their subscriber base.

Our custom web application SMS/RCS platform is typically billed on a fixed-price based

on the number of SMS/RCS allocated for each package our client purchases.

Generally, revenue for SMS/RCS services is recognized

immediately as our clients have instant access to their web-based application to send out messages, the number of SMS/RCS messages

allocated to a client expires at the end of each month and renews beginning of each month.

The Company offers whereby control

of the product passes to the customer when delivered and revenue is recognized at the time of delivery.

for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted

and continue to be reported in accordance with our historic accounting under Topic 605

did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated

statement of operations for the year ended December 31, 2018 as a result of applying Topic 606.

Value of Financial Instruments

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

values due to the short maturities of these items.

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

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

(Level 1) observable inputs such as quoted

prices in active markets;

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

or indirectly;

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

to develop its own assumptions.

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

three levels of the fair value hierarchy are described below:

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

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

the full term of the asset or liability;

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

(supported by little or no market activity).

fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their

value is considered fair value.

of December 31, 2018 there’s no financial assets and liabilities measured at fair value.

assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017:

Financial Instruments

income (loss) per Common Share

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

number of shares of common stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss

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

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

and equipment

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

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

Expenditures for renewals or betterments are capitalized, and repairs

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

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

Company policy capitalize property

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

taxes are computed using the asset and liability method.

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

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

are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax

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

Because the Company has no net income, the tax benefit

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

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

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

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

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

Actual results

could differ from those estimates.

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

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

in the financial statements based on their fair values.

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

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

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

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

for stock options and warrants issued to consultants

and other non-employees.

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

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

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

The fair value of the equity instrument is charged directly

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

Development Costs

Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise

Marketed (“ASC 985-20”).

ASC 985-20 requires that software development costs incurred in conjunction with product

development be charged to research and development expense until technological feasibility is established.

Thereafter, until the

product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or

net realizable value of the related product.

Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for

Internal Use (“ASC 350-40”).

ASC 350-40 requires that software development costs incurred before the preliminary project

stage be expensed as incurred.

We capitalize development costs related to these software applications once the preliminary project

stage is complete and it is probable that the project will be completed, and the software will be used to perform the function

the 3rd quarter of the year management determine that the software is unable to handle the expanding business and decided to scrap

the entire project and recognize as loss for the year.

A total cost of $85,092 was written off in the 3 rd quarter.

These conditions raise substantial

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

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

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

The Company considers

all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

The Company minimizes

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

at times may exceed federally insured limits.

On December 31, 2021 and 2020 no cash balances exceeded the federally insured limit.

Accounts receivable

and allowance for doubtful accounts

Accounts receivables

are stated at the amount management expects to collect.

The Company generally does not require collateral to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection

information and existing economic conditions.

As of December 31, 2021, and 2020 there’s no allowance for doubtful accounts and

Revenue Recognition

Company’s policy is that revenues will be recognized when control of the product is transferred

to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

Results for reporting

periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be

reported in accordance with our historic accounting under Topic 605.

We did not have any cumulative impact as a result of applying Topic

Fair Value of Financial

The carrying amounts

reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short

maturities of these items.

As required by the

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

prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices in active markets;

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

and (Level 3) unobservable

inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of

the fair value hierarchy are described below:

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

Quoted prices

in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset

or liability,

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

or no market activity).

The fair value of the

accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair

Financial assets and

liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2021 and 2020:

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

Derivative Financial Instruments

Net income (loss)

per Common Share

Basic net income (loss)

per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common

stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss per share except that the denominator

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

issued and if the additional common shares were dilutive.

Property and equipment

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

which range from three to seven years .

Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged

to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and

any gain or loss thereon is reflected in operations.

Company policy capitalizes property and equipment for cost over $ 1,000 , asset acquired

under $ 1,000 are charge to operations.

Income taxes are computed

using the asset and liability method.

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

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

enacted tax rates and laws.

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

are not expected to be realized.

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

by an equal valuation allowance.

Use of Estimates

The preparation of

financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions

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

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

Actual results could differ from those estimates.

Stock-Based Compensation

The Company accounts

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

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

based on their fair values.

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

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

The Company follows

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

or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.

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

accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever

can be more clearly determined.

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in

capital over the period during which services are rendered.

Advertising Expenses

expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred.

Company incurred $13,873 and $26,389 in advertising expenses for the year ended December 31, 2018 and 2017,

respectively.

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

Accounting Pronouncements

March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606):

Principal versus Agent Considerations

(Reporting Revenue Gross versus Net) .

ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations

and includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred

to the customers.

ASU 2016-08 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606):

Identifying Performance Obligations

and Licensing.

The amendments in ASU 2016-10 clarify the following two aspects

of Topic 606:

identifying performance obligations and the licensing implementation guidance, while retaining the related principles

for those areas.

ASU 2016-10 was effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606):

Narrow-Scope Improvements and Practical

The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective.

The core principle

of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to

customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods

The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only

the narrow aspects noted in Topic 606.

ASU 2016-12 was effective January 1, 2018 to be in alignment with the effective

date of ASU 2014-09.

The Company will adopt the provisions of Topic 606 effective in January 1, 2018 the adoption did not

have a material impact on the Company’s consolidated financial statements.

January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall:

Recognition and Measurement of Financial Assets and

Financial Liabilities.

ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of

financial instruments including requirements to measure most equity investments at fair value with changes in fair value recognized

in net income, to perform a qualitative assessment of equity investments without readily determinable fair values, and to separately

present financial assets and liabilities by measurement category and by type of financial asset on the balance sheet or the accompanying

notes to the financial statements.

ASU 2016-01 was effective for the Company beginning on January 1, 2018 and will be applied

by means of a cumulative effect adjustment to the balance sheet, except for effects related to equity securities without readily

determinable values, which will be applied prospectively.

The adoption did not have a material impact to the consolidated

financial statements.

February 2016, the FASB issued ASU 2016-02, Leases , which requires an entity to recognize long-term lease arrangements

as assets and liabilities on the balance sheet of the lessee.

Under ASU 2016-02, a right-of-use asset and lease obligation will

be recorded for all long-term leases, whether operating or financing, while the income statement will reflect lease expense for

operating leases and amortization/interest expense for financing leases.

The amendments also require certain new quantitative

and qualitative disclosures regarding leasing arrangements.

incurred $ 611,914 and

advertising expenses for the years ended December 31, 2021 and 2020, respectively.

Recent Accounting

Pronouncements

In January 2016, the

FASB issued ASU 2016-01, Financial Instruments-Overall:

Recognition and Measurement of Financial Assets and Financial Liabilities.

ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including

requirements to measure most equity investments at fair value with changes in fair value recognized in net income, to perform a qualitative

assessment of equity investments without readily determinable fair values, and to separately present financial assets and liabilities

by measurement category and by type of financial asset on the balance sheet or the accompanying notes to the financial statements.

2016-01 will be effective for the Company beginning on January 1, 2018 and will be applied by means of a cumulative effect adjustment

to the balance sheet, except for effects related to equity securities without readily determinable values, which will be applied prospectively.

Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial

In February 2016, the

FASB issued ASU 2016-02, Leases , which requires an entity to recognize long-term lease arrangements as assets and liabilities

on the balance sheet of the lessee.

Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all long-term leases,

whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest

expense for financing leases.

The amendments also require certain new quantitative and qualitative disclosures regarding leasing arrangements.

ASU 2016-02 will be effective for the Company beginning on January 1, 2019.

Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning

of the earliest comparative period presented in the financial statements.

Lessees must apply a modified retrospective transition approach

for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

Early adoption is permitted.

Management does not believe

the adoption of ASU 2016-02 will have a material impact on the Company’s consolidated financial statements.

March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging:

Effect of Derivative Contract Novations on Existing Hedge Accounting

Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging

instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge

accounting criteria continue to be met.

Management does not believe the adoption of ASU 2016-02 will have a material impact on the Company’s

consolidated financial statements.

In March 2016, the

FASB issued ASU 2016-05, Derivatives and Hedging:

Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,

which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not,

in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue

ASU 2016-05 is effective for the Company beginning on January 1, 2017.

Early adoption

is permitted, including in an interim period.

Management evaluated ASU 2016-05 and determined that the adoption of this new accounting

standard did not have a material impact on the Company’s consolidated financial statements.

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts

and Cash Payments”

(“ASU 2016-15”).

ASU 2016-15 targeted changes to how cash receipts and cash payments are

presented and classified in the statement of cash flows.

ASU 2016-15 was effective for fiscal years beginning after December 15,

The new standard requires adoption on a retrospective basis unless it is impracticable to apply, in which case it would

be required to apply the amendments prospectively as of the earliest date practicable.

The adoption did not have a material

impact to the consolidated financial statements.

May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.

Early adoption is permitted, including in an interim

Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact

on the Company’s consolidated financial statements.

In March 2016, the

FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815):

Contingent Put and Call Options in Debt Instruments, which aims to reduce

the diversity of practice in identifying embedded derivatives in debt instruments.

ASU 2016-06 clarifies that the nature of an exercise

contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option

must be separated from the debt instrument and accounted for separately as a derivative.

ASU 2016-06 is effective for the Company beginning

on January 1, 2017.

Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a

material impact on the Company’s consolidated financial statements.

In March 2016, the

FASB issued ASU 2016-09, Compensation - Stock Compensation:

Improvements to Employee Share-Based Payment Accounting.

simplifies several aspects of the accounting and presentation of share-based payment transactions, including the accounting for related

income taxes consequences and certain classifications within the statement of cash flows.

ASU 2016-09 is effective for the Company beginning

on January 1, 2017.

Management evaluated the impact of adopting ASU 2016-09 and determined that the new accounting standard did not have

a material impact on the Company’s consolidated financial statements.

In August 2016, the

FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts and Cash Payments”

(“ASU 2016-15”).

ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified

in the statement of cash flows.

ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.

The new standard will require

adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively

as of the earliest date practicable.

In November 2016, the

FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change

in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.

This guidance

is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted.

The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods

Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated

financial statements.

In May 2017, the FASB

issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.

The amendments in this Update provide

guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting

in Topic 718.

The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual

periods, beginning after December 15, 2017.

Early adoption is permitted, including adoption in any interim period, for (1) public business

entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods

for which financial statements have not yet been made available for issuance.

Management has reviewed this pronouncement and has determined

that it would not have a material impact to the consolidated financial statements.

In July 2017, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2017-11, Earnings Per Share

(Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815).

The amendments in Part I of this

Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features.

When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature

no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.

The amendments

in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity

to apply modification accounting in Topic 718.

The amendments in this Update were effective for all entities for annual

periods, and interim periods within those annual periods, beginning after December 15, 2017.

Early adoption was permitted,

including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements

have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made

available for issuance.

The adoption did not have a material impact to the consolidated financial statements.

July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments

(or embedded features) with down round features.

When determining whether certain financial instruments should be classified as

liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument

is indexed to an entity’s own stock.

The amendments also clarify existing disclosure requirements for equity-classified

As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be

accounted for as a derivative liability at fair value as a result of the existence of a down round feature.

For freestanding equity

classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic

260 to recognize the effect of the down round feature when it is triggered.

That effect is treated as a dividend and as a reduction

of income available to common shareholders in basic EPS.

Convertible instruments with embedded conversion options that have down

round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20,

Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260).

The amendments in Part II of

this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content

in the Codification, to a scope exception.

also clarify existing disclosure requirements for equity-classified instruments.

As a result, a freestanding equity-linked financial

instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the

existence of a down round feature.

For freestanding equity classified financial instruments, the amendments require entities that present

earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered.

is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.

Convertible instruments with embedded

conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features

(in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260).

The amendments

in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending

content in the Codification, to a scope exception.

Those amendments do not have an accounting effect.

For public business entities, the

amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2018.

For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after

December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

Early adoption is permitted for

all entities, including adoption in an interim period.

If an entity early adopts the amendments in an interim period, any adjustments

should be reflected as of the beginning of the fiscal year that includes that interim period.

RELATED PARTY TRANSACTIONS

due to related parties are due on demand and have no interest.

Amounts outstanding as of December 31, 2018 and 2017 was approximately

$11,750 and $11,750, respectively

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following:

amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December

For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15,

2019, and interim periods within fiscal years beginning after December 15, 2020.

Early adoption is permitted for all entities, including

adoption in an interim period.

If an entity early adopts the amendments in an interim period, any adjustments should be reflected as

of the beginning of the fiscal year that includes that interim period.

NOTE 3 – RELATED

PARTY TRANSACTIONS

As of December 31,

2021, the Company completed the notes payable to a related party.

On May 22, 2020, the Company entered into a Separation and Release

Agreement (the “Separation Agreement”) with Wais Asefi.

Pursuant to the Separation Agreement, Mr.

Asefi agreed to separate

from all officer positions and as a director of the Company and to further accept the payment of $ 200,000 from the Company’s future

fundraising as consideration of all debts outstanding under Mr.

Asefi’s employment agreement with the Company.

Asefi further

agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to

Geoffrey Selzer, the Company’s current CEO and Director.

Asefi further released the Company of all claims.

On 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 – as follows:

$ 12,500 when the initial $ 250,000 is raised by the Company;

$ 12,500 when a total of $ 500,000 is raised by the Company;

$ 10,000 when a total of $ 750,000 is raised by the Company;

$ 35,000 when a total of $ 1,750,000 is raised by the Company;

$ 35,000 when a total of $ 2,750,000 is raised by the Company;

$ 35,000 when a total of $ 3,750,000 is raised by the Company;

$ 35,000 when a total of $ 4,750,000 is raised by the Company;

$ 25,000 when a total of $ 5,750,000 is raised by the Company.

On May 13, 2021, we

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

USD to $ 142,500

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 due on August 11, 2021 was for $ 25,000 .

The final payment was made on August 11, 2021 and 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.

outstanding balances as of December 31, 2021 and December 31, 2020 are $ 45,000

and $ 187,500

respectively.

NOTE 4 - CONVERTIBLE

Convertible notes payable

notes, net of discount

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

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

“Derivatives and Hedging;

Embedded Derivatives”

(“Topic No.

815-15”).

815-15 requires the Company

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

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

any unrealized

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

The Company values the embedded derivatives using the Black-Scholes

pricing model.

following table presents details of the changes in the Company’s derivative liabilities associated with its convertible

notes for the year ended December 31, 2018:

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

December 31, 2021

to derivative liability due to debt conversion

in fair market value of derivative liabilities

December 31, 2020

the nine months ended September 30, 2018, the Company entered into certain cancellation agreements with the holder of a certain

notes payable in the amounting to $96,721, including accrued interest issued from December 10, 2015 through August 27, 2017.

face value of the canceled debt of $96,721 has been recorded as a gain on settlement of notes payable as of September 30, 2018.

The company also have settled convertible notes amounting to $172,230 for a total amount of $32,500

October 12, 2018, Textmunication Holdings, Inc.

entered into a Settlement Agreement and Release (the “Agreement”)

with Lester Einhaus (“Holder”) concerning a $25,000 convertible note issued by the Company to the Holder on September

23, 2015 (the “Note”).

Agreement requires the Company to issue to the Holder 475,000 shares of the Company’s common stock, subject to the condition

that the Holder does not own more than 4.99% of the Company’s outstanding shares at any time.

As such, the shares will be

issued out in tranches, with the first such tranche due within 10 days of signing the Agreement for 198,000 shares.

agreed to a daily leak out of the greater of 10,000 shares or 15% of the trading volume

INVESTMENT IN ASPIRE CONSULTING GROUP, LLC

January 5, 2016, the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia limited liability

company and certain members of Aspire.

Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire 49% of all

of the issued and outstanding membership units of Aspire in exchange for the issuance of 66,667 shares of the Company’s

newly created Series B Convertible Preferred Stock to the Members valued at $460,002.

Company has concluded that it has the ability to exercise significant influence, but not control, over an Aspire through its acquired

49% equity interest and therefore has accounted for the acquisition of the interest under the equity method.

following table presents details of the Company’s investment is Aspire as of December 31, 2017 and 2016:

Balance December 31, 2016

from equity method investee

Balance December 31, 2017

from equity method

Balance December

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

COMMITMENTS AND CONTINGENCIES

January 6, 2015 the Company signed an amendment to its lease originally signed on May 9, 2008.

The amended lease commenced January

1, 2015 and expires on thirty days’

Current month to month lease is for $1,838 a month.

Rent expense was approximately

$22,294 and $22,908 for the years ended December 31, 2017 and 2016, respectively.

Convertible notes face value

Debt issuance cost

Net convertible notes

The convertible notes

as of December 31, 2021 are 8 % Unsecured Convertible Promissory Notes from various accredited investors issued from January 1, 2021 to

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

All notes have a mandatory conversion into equity on the maturity

date, which is January 2, 2022 , or at a Qualified Financing (QF) of $ 5,000,000 , whichever occurs first.

The maturity date conversion

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

A QF converts into equity at the lesser of $1.00 or 75% of the

average selling price of the aggregate QF offering .

On December 28, 2021,

some of the accredited investors (“Investors”) offered to extend the maturity date on the Notes to July 3, 2022 (the “Extension

The interest shall accrue during the Extension Period at the rate of the Note pre default, and all other provisions in

the Note shall remain in full force and effect, except for the amended terms listed below.

Under the Note amendment,

all principal together with accrued and unpaid interest, will be automatically converted into shares of Common Stock at $ .10 , but Investors

will no longer have the option of the lesser of $0.10 and 75% of the volume weighted average closing price of the Common Stock for the

prior 20 trading day period.

In exchange for the Extension Period, the Company shall add $2,500 for every $25,000 in principal on the

Note and the entire amount of principal and accrued interest shall be due at the end of the Extension Period.

As of December

31, 2021 and 2020 accrued interest payable on notes payable were $ 134,759 and $ 54,659

respectively.

The Company accounts

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

815-15 “Derivatives and

Embedded Derivatives” (“Topic No.

815-15 requires the Company to bifurcate and separately

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

The Company is required

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

of results of operations.

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

NOTE 5 – COMMITMENTS

AND CONTINGENCIES

On October 16, 2019,

the Company signed a lease agreement that expires on thirty days’ notice .

Rent expense was approximately $ 3,239 and $ 740 for the

years ended December 31, 2021 and 2020, respectively.

Employment Agreement

Company has an employment agreement with the CEO/Chairman to perform duties and responsibilities as may be assigned by

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

(i) Geoffrey Selzer as Chief Executive Officer

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

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

salary of $ 120,000 ;

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

All are eligible

for salary increases upon milestone achievements and other benefits.

The Employment Agreement for the CEO has a term of 2 years and can’t

be terminated without cause.

Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year

of service and eight (8) weeks after one-year of service .

NOTE 6 – INCOME

For the year ended

December 31, 2021, the cumulative net operating loss carry-forward from continuing operations is approximately $ 26,837,896 and will expire

beginning in the year 2030 .

The cumulative tax

effect at the expected rate of 21 % of significant items comprising our net deferred tax amount is as follows as of December 31, 2021

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax attributable to:

Net Operating loss carry over

Valuation allowance

Net deferred tax assets

Due to the enactment

of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21 %.

Note 7 – STOCKHOLDERS’

The Company is authorized

to issue an aggregate of 200,000,000 shares of common stock with a par value of $ 0.0001 .

The Company is also authorized to issue 10,000,000

shares of “blank check” preferred stock with a par value of $ 0.0001 .

Preferred Stock

The board of directors

The base salary is in the amount of $132,000 per annum plus an annual discretionary bonus plus benefits

commencing on December 17, 2013 and ending May 1, 2019 with an automatic renewal on each anniversary date (May 1) thereafter.

Claims and Assessments

October 12, 2018, Textmunication Holdings, Inc.

(“Company”), Wais Asefi, the Company’s CEO, and David Thielen,

the Company’s COO, entered into a Settlement Agreement and Release (the “Agreement”) with Lester Einhaus (“Holder”)

concerning a $25,000 convertible note issued by the Company to the Holder on September 23, 2015 (the “Note”).

detail as follows:

Textmunication

States District Court –

Northern District

1:17-cv-04478

of December 31, 2018, there are no pending case against Textmunication Inc.

the year ended December 31, 2018, the cumulative net operating loss carry-forward from continuing operations is approximately

$12,281,083 and will expire beginning in the year 2030.

cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as

of December 31, 2018 and 2017:

tax asset attributable to:

operating loss carryover

deferred tax asset

to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced

TEXTMUNICATION

HOLDINGS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2018 and 2017

STOCKHOLDERS’

Company is authorized to issue an aggregate of 100,000,000 shares of common stock with a par value of $0.0001.

is also authorized to issue 10,000,000 shares of “blank check”

preferred stock with a par value of $0.0001, which

includes 4,000,000 shares of Series A preferred stock (“Series A”), 66,667 shares of Series B preferred stock (“Series

B”), and 2,000,000 shares of Series C preferred stock (“Series C”).

the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders

of our common stock in any distribution upon winding up, dissolution, or liquidation.

Holders of Series A Preferred Stock are

entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of three hundred

(300) votes for each share held.

January 5, 2016, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate

a class of preferred stock entitled Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001.

the Certificate of Designation, holders of Series B Convertible Preferred Stock participate on an equal basis per-share with holders

of the Company’s common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation.

Holders of Series B Convertible Preferred Stock are not entitled to voting rights.

May 9, 2017, the Board of Directors voted to designate a class of preferred stock entitled Series C Convertible Preferred Stock,

consisting of up to 2,000,000 shares, par value $0.0001.

Under the Certificate of Designation, holders of Series C Convertible

Preferred Stock will participate on an equal basis per-share with holders of common stock, Series A Preferred Stock and Series

B Preferred Stock in any distribution upon winding up, dissolution, or liquidation.

Holders of Series C Convertible Preferred

Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of

875 votes for each share held.

Holders of Series C Convertible Preferred Stock are entitled to convert each share held for 875

shares of common stock.

February 16, 2017, the Company issued a total of 2,000,000 shares of our common stock (post-split) to our officer and director,

Wais Asefi, as compensation for services rendered.

During the year ended December 31, 2017, the officer exchanged the common shares

for 2,000,000 shares of newly designated Series C Preferred stock.

the year ended December 31, 2017, the Company issued 1,608,877 shares of common stock (post-split) for the partial conversion

and settlements of $765,217.

The converted portion of the notes also had associated derivative liabilities with fair values on

the date of conversion of $1,271,691.

The conversion of the derivative liabilities has been recorded through additional paid-in

the year ended December 31, 2017, the Company issued 299,397 shares of common stock (post-split) valued at $109,571 for the settlement

of debt related to a 3a10 settlement.

the year ended December 31, 2017, the Company issued 77,500 shares of common stock (post-split) for services valued at $115,100.

the year ended December 31, 2018,

Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock

split, which became effective July 9, 2018.

The Company consolidated financial statements

have been retroactively restated to the reflect the effect of the stock split

Company entered into a subscription agreement for 9.98% of the company common

shares outstanding for $100,000.

the year ended December 31, 2018, the Company issued 1,380,933 shares of common stock

with a fair value of $354,010 for the conversion of convertible notes payable.

The converted

portion of the notes also had associated derivative liabilities with fair values on the

date of conversion of 866,361.

The conversion of the derivative liabilities has been

recorded through additional paid-in capital

SUBSEQUENT EVENTS

February 12, 2019, Textmunication signed a Letter of Intent to acquire Off Day Trainer (“ODT”), a patented software

platform designed to help fitness pros and health clubs scale their businesses through automated messaging and communication management.

addition to owning the ODT software platform, the acquisition will include all branding, media (social), source code, patent associated

with the platform and all existing ODT clients.

March 19, 2019 the Company completed its 2019 Stock Equity Plan.

The purpose of the Plan is to attract and retain the best available

personnel for positions of substantial responsibility with the Company, to provide additional incentive to employees, directors

and consultants of the Company, and to promote the success of the Company’s business.

Under the Plan the Company may issue

up to an aggregate total of 10,000,000 shares of the Company’s common stock.

As of March 29, 2019, the Company has issued

6,500,000 shares of common stock under the Plan.

financial statements for the year ended December 31, 2018 have been restated to accrue for a settlement agreement with Oscaleta

Partners LLC executed during 2018 that was previously not accrued.

Under the agreement, the Company agreed to issue 200,000 shares

of common stock at inception, 150,000 shares if the average of the closing prices of the Company’s common stock during January

2019 is less than $3.50 per share (otherwise 75,000 shares of common stock) and 90,000 shares if the average of the closing prices

of the Company’s common stock during February 2019 is less than $5.00 per share (otherwise 0 shares of common stock) The

following summarizes the impact of the restatement.

Current assets

Current liabilities

Total liabilities

Total stockholders’

of the Company has designated, out of the 10,000,000 shares of preferred stock authorized, the following series of preferred stock:

shares of Series A Preferred Stock, 66,667 shares of Series B Preferred Stock, 2,000,000 shares of Series C Preferred Stock, 40,000 shares

of Series D Preferred Stock and 10,000 shares of Series E Preferred Stock.

On October 25, 2019,

66,667 outstanding shares of Series B Preferred Stock was returned to the Company’s transfer agent and cancelled.

On December 9, 2019,

the Company exercised its right to redeem the 40,000 outstanding shares of Series D Preferred Stock by paying the holders $ 260,000 or

130 % of the amount paid for the shares, as called for under the Securities Purchase Agreement.

On May 22, 2020, 4,000,000

outstanding shares of Series A Preferred Stock were returned to the Company’s transfer agent and cancelled,

There were 2,000,000

shares of Series C Preferred Stock issued and outstanding as of December 31, 2021.

There are no other series of preferred stock outstanding

as of December 31, 2021.

During the year ended

December 31, 2018,

the Company’s Board of Directors approved a one to

one thousand (1:1000) reverse stock split , which became effective July 9, 2018.

The Company consolidated financial statements have

been retroactively restated to the reflect the effect of the stock split

the Company entered into a subscription agreement for 9.98 % of the

company common shares outstanding for $ 100,000 .

During the year ended

December 31, 2018, the Company issued 1,380,933 shares of common stock with a fair value of $ 354,010 for the conversion of convertible

notes payable.

The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion

The conversion of the derivative liabilities has been recorded through additional paid-in capital

During the first quarter

of 2019 the company issued a total of 6,685,000 shares to employees and vendors for compensation and services rendered.

The fair market

value of the share issues accounted as expenses as follows:

SCHEDULE OF COMPENSATION AND SERVICES RENDERED

Management Fees

Payment to subcontractor

During the second quarter

of 2019 the company issued 40,000 shares of preferred stock warrants for $ 200,000 cash.

During the third quarter

of 2019 the company issued 1,280,000 common stocks in settlement of liabilities.

The fair market value of the liabilities accounted as

additional paid in capital of $ 164,033 .

During the year ended

December 31, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers

identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate

of up to 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred Shares”) and related warrants for gross

proceeds to the Company of $ 200,000 .

On December 9, 2019, we exercised our right to redeem the Preferred Shares by paying the Purchasers

$260,000 or 130% of the amount paid for the Preferred Shares, as called for under the Securities Purchase Agreement .

During the last quarter

year end December 31, 2019, the company issued 4,274,936 shares of common stocks to acquire Resonate Blends, LLC, and Entourage LLC,

both California limited liability companies.

As a result of the transaction, both companies became wholly owned subsidiaries of the Company.

The Company recognized a loss of $ 834,022 on the acquisitions.

During the year ended

December 31, 2021 the company issued a total of 3,427,990 shares of common stock to management and vendors for compensation and services

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

Professional Fees

Payment to obtain loan

Payment to management staff

issued accounted as expense

NOTE 8 – DISCONTINUED

On July 20, 2020, the

Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively,

the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”).

Textmunication operates the Company’s SMS business activities.

The Company retained its cannabis operations based in Calabasas,

The Company has accounted for this spinout as a discontinued operation and retroactively reclassified all previously presented

financial information.

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

SCHEDULE OF DISCONTINUED OPERATIONS

Cost of revenues

Operating expenses

Loss from operations

Loss from equity method investee

Net income (loss)

Net income (loss) per share

Loss from operations of discontinued operation

Gain on disposal of discontinued operations

Gain (loss) from discontinued operations

$ ( 108,748 )

NOTE 9 – SUBSEQUENT

On January 28, 2022,

we entered into Securities Purchase Agreements (the “Purchase Agreements”) with two accredited investors, pursuant to which

we issued and sold to the investors two convertible promissory notes, dated January 28, 20022, each in the principal amount of $ 275,000

for an aggregate principal amount of $ 550,000 .

We received $ 500,000 from the Notes after applying the original issue discount to the

The Purchase Agreements

allow for additional notes to be issued to investors up to $ 750,000 .

On February 4, 2022, we issued and sold to two accredited investors

(the “Investors”) convertible promissory notes in the principal amount of $ 55,000 (the “Note”) under a Securities

Purchase Agreement of the same date.

We received $ 150,000 from the Notes after applying the original issue discount to the Notes.

On March 3, 2022, we

issued and sold to an accredited investor a convertible promissory note the principal amount of $ 55,000 (the “Note”) under

a Securities Purchase Agreement of the same date.

We received $ 50,000 from the Note after applying the original issue discount to the

The maturity date for

repayment of the Notes is nine months from issuance and the Notes bear interest at 10 % per annum.

We may prepay the Notes provided that

we shall make payment to the investors of an amount in cash equal to the sum of:

the then outstanding principal amount of this Notes,

plus interest on the unpaid principal amount of the Notes, plus any Default Interest on the amounts, plus any amounts owed to the Investor

pursuant to the Purchase Agreement.

All principal and accrued

interest on the Notes are convertible into shares of our common stock.

The conversion price shall equal a fixed price of $ 0.15 per share

or, at the option of the Investor in the event that we fail to complete a Qualified Offering before the five (5) month anniversary of

the issue date, the Registration Conversion Price.

The “Registration Conversion Price” shall mean 75% multiplied by the volume

weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the

Conversion Date.

The Investors shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover investor’s

deposit fees associated with each Notice of Conversion.

“Qualified Offering” means any offer and sale by us of an original

issuance of equity securities, comprised of either Common Stock or preferred stock of the Company, in a single transaction to investors

pursuant to which at least an aggregate of $ 2,000,000.00 gross proceeds are received by the Company .

In the event that by

the five (5) month anniversary of the issue date a Qualified Offering (as defined above) has not occurred, then we shall file with the

SEC a registration statement on Form S-1 covering the resale of the maximum number of Registrable Securities, defined as the Commitment

Shares, Conversion Shares and Warrant Shares.

In connection with

the investment, we issued Commitment Shares to the investor in the amount of 60,000 shares and we also issued a warrant (the “Warrant”)

to the Investor to purchase 62,500 shares of our common stock at an exercise price of $ 0.40 per share.

In the event that there is no

effective registration statement five months from the issue date registering the shares underlying the Warrant, then the Investors may

exercise the Warrant using a cashless feature.

The Securities Purchase

Agreement contain a most favored nation provision that allows the Investor to claim any lower price from any future securities six months

after this closing and a blocker on issuing variable rate investments.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data