What changed in this filing

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Item 9A. Controls and Procedures

2022-04-18 compared with 2019-05-20 · 318 added, 234 removed, 46 unchanged (92% of the section changed)

Controls and Procedures

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

disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2018.

This evaluation

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

Chief Financial Officer.

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

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

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

Disclosure controls and procedures

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

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

and Chief Financial Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure

controls and procedures were ineffective as of the end of the period covered by this annual report.

Management’s

of Disclosure Controls and Procedures

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

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

This evaluation was carried

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

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

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

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

Disclosure controls and procedures include controls

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

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

to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Investment Officer, we have concluded that our disclosure controls

and procedures were ineffective as of the end of the period covered by this annual report.

Annual Report on Internal Control over Financing Reporting

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

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

Management has assessed the effectiveness of our internal control over financial

reporting as of December 31, 2018 based on criteria established in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

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

31, 2018, our internal control over financial reporting was not effective.

Our management identified the following material weaknesses

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

(i) inadequate

segregation of duties and effective risk assessment;

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

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

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

under the Securities Exchange Act of 1934).

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

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

Organizations of the Treadway Commission.

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

control over financial reporting was not effective.

Our management identified the following material weaknesses in our internal control

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

(i) inadequate segregation of duties and effective

risk assessment;

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

and application of both US GAAP and SEC guidelines.

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

During the period covered

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

such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2019:

(i) appoint additional

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

and (ii) adopt sufficient written

policies and procedures for accounting and financial reporting.

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

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

If we are unsuccessful in securing

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

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

financial reporting.

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

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

During the period covered by this

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

To remediate such weaknesses,

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

(i) appoint additional qualified personnel

to address inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures

for accounting and financial reporting.

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

financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts

may be adversely affected in a material manner.

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

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

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

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

following table sets forth the name and positions of our executive officer and director as of the date hereof.

CEO and Director

Operating Officer

President of Sales

Investment Officer and Director

forth below is a brief description of the background and business experience of our executive officer and director:

Asefi has served as our President, CEO and Director since November 17, 2013.

He served as the Chief Executive Officer

and Chairman of Textmunication, Inc., our subsidiary, since March of 2009 to the present.

From August 2008 to March 2009, he was

exploring and researching his to launch his next company.

From January 2002 until July 2008, he was the founder and CEO of Metro

General Insurance, an insurance agency focusing on personal lines, life and commercial insurance products.

Asefi’s background, passion for technology and experience in starting new business’s from ground up, mergers and acquisition

and keen talent for decision making building professional team supports his service as a director of our company.

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

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

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

Thielen was named as COO of our company on March 1, 2017, and may be considered significant in that he is also the CEO of Apsire,

a company that we have a minority interest in.

His contributions to the success of Aspire is directly tied to our financial success

as a shareholder of Aspire.

Thielen brings more than twenty-five years of executive leadership, strategic management and progressive sales experience in IT

Services and Healthcare.

Thielen worked for global Healthcare surgical manufacture, DeRoyal, for more than twenty years in sales leadership positions as

Regional Manager and Area Vice President.

Following his career with DeRoyal, he started a successful IT Services company.

in the Washington, D.C.

market, he worked in Human Capital Management with Randstad Technologies and Alltech - and with IT System

Integrator, ICS Nett.

Thielen formed Aspire with his business partner in late 2014.

Aspire is a Service Disabled Veteran-Owned Small Business (SDVOSB)

providing cutting-edge project-based solutions for both commercial and federal clients.

will continue operating as CEO of Aspire while managing the partner relationships, sales channel and daily operations for our

In his dual role, Mr.

Thielen will continue to leverage his vast network of clients increasing partnership opportunities

in Technology and Healthcare services.

Thielen is a graduate of Iowa State University.

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

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

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

Miniello has been with our company in sales and was named VP of Sales on January 1, 2017.

His sales leadership began in 2000 within

the mobile wireless industry as a Regional Manager for AT&T.

As Regional Manager, Mr.

Miniello earned “Top Regional

Manager”

for two consecutive years.

six years with AT&T, he shifted to the fitness industry managing ‘24 Hour Fitness’

clubs for three years taking

over a struggling location.

His turnaround efforts earned him the “most improved”

location award in the San Francisco

nine years in the mobile and fitness space, he co-founded our company in 2009 with the goal of becoming the leading SMS provider

in the health and fitness industry.

Miniello’s background consists of 17 years of sales and leadership experience.

has his AA degree from Los Medanos College in the San Francisco Bay area.

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

registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any

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

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

been elected and qualified.

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

board of directors or until their successors are appointed.

Selzer – Chief Executive Officer and Chairman

Selzer has built his career through over two decades of hands-on corporate finance, management, creative and production experience.

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

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

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

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

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

Kerwin – Chief Operating Officer

Kerwin has extensive senior management experience with both start-up and Fortune 500 companies.

As the Vice President and General Manager

of Pixar Animation Studios, Pamela played a critical role in the company’s successful IPO and transition from a tech company to

a blockbuster studio.

Pam is a company builder who specializes in identifying competitive advantages and executing successful marketing

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

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

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

Thielen – Chief Investment Officer and Board Member

Thielen’s career includes roles in Management, Sales, Business Development, Start-ups and Strategy Management as Vice President,

Prior to joining Textmunication Holdings, Inc.

in 2017 as COO, he served as Area Vice President of DeRoyal, a global healthcare

manufacture doing $500 million in annual revenues.

In 2014, he founded Aspire Consulting Group based in Washington, D.C., an IT Services

government system integrator that continues to operate as Veteran Owned company.

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

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

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

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

elected and qualified.

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

or until their successors are appointed.

Relationships

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

directors or executive officers.

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

or executive officers.

have no significant employees.

in Certain Legal Proceedings

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

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

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

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

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

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

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

and other minor offenses);

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

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

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

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

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

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

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

minor offenses);

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

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

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

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

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

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

any conduct or practice in connection with such activity;

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

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

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

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

with such activity;

Engaging in any type of business practice;

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

of Federal or State securities laws or Federal commodities laws;

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

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

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

persons engaged in any such activity;

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

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

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

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

not been subsequently reversed, suspended or vacated;

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

Federal or State securities laws or Federal commodities laws;

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

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

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

such activity;

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

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

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

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

reversed, suspended or vacated;

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

2 unchanged sentences

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

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

or prohibition order;

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

prohibition order;

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

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

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

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

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

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

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

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

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

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

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

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

authority over its members or persons associated with a member.

do not have a separately designated standing audit committee.

The entire board of directors performs the functions of an audit

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

be performed by an audit committee.

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

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

In addition, the board of directors

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

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

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

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

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

by an audit committee.

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

independent accountants to discuss issues related to financial reporting.

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

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

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

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

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

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

these attributes as needed.

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

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

and discussed the audited financial statements with management, and

and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s

independence.

upon the board of directors’

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

the audited financial statements for the year ended December 31, 2018 to be included in this Annual Report on Form 10-K and filed

with the Securities and Exchange Commission.

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

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

and Exchange Commission.

16(a) Beneficial Ownership Reporting Compliance

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

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

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

Officers, directors and greater than ten percent

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

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

respect to the year ended December 31, 2018, the following persons have failed to file, on a timely basis, the identified reports

required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2018:

and principal position

a required form

CFO & Director

Nick Miniello

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

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

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial shareholders

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

To the best of our knowledge based solely

on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the

identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2021.

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

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

the adoption of a Code of Ethics.

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

adoption of a Code of Ethics.

Executive Compensation

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

years ended December 31, 2018 and 2017.

and principal

CEO, Director

David Thielen

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

ended December 31, 2021 and 2020.

Name and principal position

Former President, Chairman, CEO and Director

Nick Miniello

Former VP of Sales

Geoffrey Selzer

CEO and Director

David Thielen

CIO and Director

Chief Operating Officer

to Summary Compensation Table

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

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

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

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

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

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

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

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

of twelve months.

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

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

There are provisions that provide for termination for

cause and resignation for good reason.

We will be required to pay Mr.

Asefi severance as provided under the agreement.

have no other employment agreements with our executive officers.

March 1, 2017, we appointed David Thielen as of Chief Operating Officer.

We do not have an employment agreement with Mr.

He is CEO of Aspire in which we own a 49% equity interest.

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

Thielen an annual salary of $60,000.

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

We do not have an employment agreement with Mr.

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

We pay him an annual salary of $72,000.

On October 25, 2019,

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

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

He can also receive equity shares through assigned revenue and company milestones

set by the Board of Directors.

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

Selzer was announced as Chief Executive Officer of

the holding company.

His annual salary is $180,000 and his team has 10% non-dilutive stock, with Mr.

Selzer controlling 51% of this amount.

Selzer also has equity milestones in place for meeting preassigned revenue and market valuation goals.

Selzer’s term of employment is for two years.

He may request to terminate his employment contract and forfeit all benefits and

equity grants, if provided, with a 30-day notice.

Should he terminate his employment before two years, he will forfeit the right to earn

any future milestone achievement benefits entirely regardless of how close the company may be to achieving them.

At the end of his employment

term, an option to continue employment at an annual contract or at-will employment will be available if agreed upon by both parties.

The Company may not terminate his employment without Cause.

Pamela Kerwin was announced as Chief Operating Officer of the holding company on October 25, 2019.

Kerwin’s salary is $120,000

annually and she also participates in the 10% of non-dilutive stock of the holding company.

term of employment is for two years.

She may request to terminate her employment contract and forfeit all benefits and equity grants,

if provided, with a 30-day notice.

Should she terminate her employment before two years, she will forfeit the right to earn any future

milestone achievement benefits entirely regardless of how close the company may be to achieving them.

However, should a change of control

occur resulting in the sale of the business anytime within 9 months of termination, all milestone achievements shall be deemed accomplished

and all rights to the shares shall immediately vest prior to the close of such Change of Control event.

Equity Awards at Fiscal Year-End

at December 31, 2018 we did not have any outstanding equity awards.

table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive

officers as of December 31, 2021.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

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

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

Equity Incentive Plan Awards:

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

Equity Incentive Plan Awards:

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

David Thielen

Geoffrey Selzer

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

following table sets forth, as of Jan 01, 2019, certain information as to shares of our common stock owned by (i) each person

known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our

executive officers and directors as a group.

Unless otherwise stated, the address for each beneficial owner is at 1940 Contra

Pleasant Hill, CA 94523.

and Address of Beneficial Owner

A Preferred Stock

C Preferred Stock

of Shares Owned

OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

following table sets forth, as of April 14, 2022, certain information as to shares of our common stock owned by (i) each person

known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive

officers and directors as a group.

Unless otherwise stated, the address for each beneficial owner is at 26565 Agoura Road, Suite 200

Calabasas, CA 91302.

Preferred Stock

Number of Shares

Geoffrey Selzer

David Thielen

Nick Miniello

All Directors and Executive Officers

as a Group (3 persons)

250,000,000 shares of common stock, 4,000,000 shares of Series A Preferred Stock that may convert into 4,000,000 shares of

common stock, and 2,000,000 shares of Series C Preferred Stock that may convert into 1,750,000,000 shares of common stock.

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

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

including upon exercise of common shares purchase options or warrants.

percent of class is based on 3,975,519,454 shares of common stock outstanding, 4,000,000 shares of Series A Preferred Stock

outstanding and 1,750,000 shares of Series C Preferred Stock outstanding as of June 13, 2018.

All Directors and Executive Officers as a Group (3 persons)

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

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

exercise of common shares purchase options or warrants.

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

outstanding as of April 14, 2022.

Certain Relationships and Related Transactions, and Director Independence

from that which is disclosed in “Executive Compensation,”

none of our directors or executive officers, nor any proposed

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

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

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

for the last two fiscal years or in any presently proposed transaction which, in either case, has or will materially affect us.

than described below or the transactions described under the heading “Executive Compensation” (or with respect to which such

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

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

lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which

any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any

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

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

to the Separation Agreement, Mr.

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

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

employment agreement with the Company.

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

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

Asefi further

released the Company of all claims.

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

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

The parties to the Separation Agreement

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

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

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

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

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

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

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

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

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

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

USD to $142,500 USD.

In addition to the earlier payments made to Mr.

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

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

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

The final payment on August 11, 2021

settled this agreement in full.

Further under the amendment, Mr.

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

of the funds due under the Separation Agreement.

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

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

Principal Accounting Fees and Services

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

statements for the years ended:

Statements for the Year Ended December 31

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

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

Financial Statements for the

Year Ended December 31

Audit Services

Exhibits, Financial Statements Schedules

2 unchanged sentences

Statements (See Item 8)

of Incorporation, as amended (1)

as amended (1)

Stock Purchase Agreement (1)

Interest Purchase Agreement (2)

of Conveyance (2)

Letter of Intent (11)

of Incorporation (3)

of Change (3)

of Amendment (4)

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

of Designation for Series E Preferred Stock (7)

of Amendment (8)

as amended (3)

Convertible Promissory Note (6)

Unsecured Convertible Promissory Note (10)

Promissory Note (12)

Stock Purchase Warrant (12)

Promissory Note (13)

Stock Purchase Warrant (13)

Convertible Promissory Note (14)

Common Stock Purchase Warrant (14)

Agreement and Release (1)

Agreement (1)

Agreement (2)

Purchase Agreement (6)

to Securities Purchase Agreement (9)

Purchase Agreement (12)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

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

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

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

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

on its behalf by the undersigned, thereunto duly authorized.

Textmunication

Holdings, Inc.

Chief Executive Officer, Principal Executive Officer,

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

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

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

Chief Executive Officer, Principal Executive Officer,

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

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

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

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

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

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

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

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

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

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

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

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

Form 10-K Summary

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

behalf by the undersigned, thereunto duly authorized.

Resonate Blends, Inc.

Geoffrey Selzer

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

Officer and Director

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

registrant and in the capacities and on the dates indicated.

Geoffrey Selzer

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

Officer and Director

David Thielen

Investment Officer and Director

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 9A. Controls and Procedures