What changed in this filing

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Item 1. Financial Statements

2022-11-21 compared with 2022-08-22 · 214 added, 202 removed, 344 unchanged (55% of the section changed)

Financial Statements

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

Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021;

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited);

Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the period ended June 30, 2022 (unaudited);

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited);

Notes to Condensed Consolidated Financial Statements.

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

United States of America for interim financial information and the SEC instructions to Form 10-Q.

In the opinion of management, all

adjustments considered necessary for a fair presentation have been included.

Operating results for the interim period ended June 30,

2022 are not necessarily indicative of the results that can be expected for the full year.

Condensed Consolidated

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

Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021;

Consolidated Statements of Operations for the three and nine months period ended September 30, 2022 and 2021 (unaudited);

Consolidated Statement of Stockholders’ Equity (Deficit) for the nine months period ended September 30, 2022 (unaudited);

Consolidated Statements of Cash Flows for the nine months period ended September 30, 2022 and 2021 (unaudited);

Notes to Consolidated Financial Statements.

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

of America for interim financial information and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered

necessary for a fair presentation have been included.

Operating results for the interim nine months period ended September 30, 2022 are

not necessarily indicative of the results that can be expected for the full year.

Balance Sheets

of June 30, 2022 (unaudited) and December 31, 2021

of September 30, 2022 (unaudited) and December 31, 2021

September 30,2022

December 31, 2021

2 unchanged sentences

Advances to Suppliers

Other receivable

Total current assets

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Preferred stock, 10,000,000 shares authorized, $ 0.0001 par value, 0 shares issued.

Series C Preferred stock, 2,000,000 shares authorized,

$ 0.0001 par value, 2,000,000 issued and outstanding

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

Preferred stock, value

Common stock;

shares authorized;

and 45,046,637

shares issued and

outstanding as of June 30, 2022 and December 31, 2021, respectively.

shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

Stock subscription receivable

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( 4,101,931 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

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

Consolidated Statements of Operations

the six and three months ended June 30, 2022 and 2021

Six Months Ended

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

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

Statements of Operations

the three and nine months ended September 30, 2022 and 2021

Nine Months Ended

Three Months Ended

September 30 2022

September 30 2021

September 30 2022

September 30 2021

COST OF REVENUES

and administrative expenses

and Professional fees

and amortization

of inhouse software

management fees

operating expenses

General and administrative expenses

Legal and Professional fees

Officer Compensation

Salaries and Related

Depreciation and amortization

Impairment of inhouse software

Non cash management fees

Total operating expenses

Loss from operations

( 2,175,025 )

( 1,397,013 )

Other Income (expense)

Interest expense

Gain (Loss) on change of derivative liability

( 4,130,456 )

( 3,881,807 )

Amortization of debt discount

Amortization of issuance costs

(Loss) Gain on settlement of notes payable

Total other Income (expense)

from operations

( 1,148,785 )

( 2,942,167 )

Income (loss) from investment in equity method investee

NET INCOME (LOSS) from continuing operations

Income (expense)

(Loss) on change of derivative liability

( 3,168,598 )

of debt discount

of issuance costs

(loss) on settlement of derivative liabilities

Gain on settlement of notes payable

other Income (expense)

( 3,398,548 )

NET INCOME (LOSS) from discontinued operations

NET INCOME (LOSS)

(loss) from investment in equity method investee

(LOSS) from continuing operations

( 6,340,715 )

(LOSS) from discontinued operations

( 6,340,715 )

Basic weighted average common shares outstanding

Net Income (loss) per common share:

weighted average common shares outstanding

(loss) per common share:

basic and diluted

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

Condensed Consolidated

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

Statement of Stockholders’ Equity (Deficit)

the periods ended June 30, 2022 and 2021

Preferred stock -

Stockholders’

December 31, 2021

the nine months period ended September 30, 2022

Preferred Stock Series A

stock - Series C

Subscription Receivable

Total Stockholders’

Balance, December 31, 2021

$ ( 25,974,051 )

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Stock issuance for services

income for the quarter

March 31, 2022

Net income for the quarter

Balances March 31, 2022

$ ( 261,059 )

2 unchanged sentences

Stock issuance for services

income for the quarter

June 30, 2022

Net income for the quarter

Balance June 30, 2022

$ ( 261,059 )

1 unchanged sentence

$ ( 3,062,084 )

Stock issuance for services

Stock issuance for debt conversion

Stock issuance in private placement

Net income for the quarter

Balance September 30, 2022

$ ( 261,059 )

$ ( 25,210,179 )

$ ( 777,675 )

Preferred Stock Series A

stock - Series C

December 31, 2020

Balance December 31, 2020

$ ( 21,100,995 )

4 unchanged sentences

( 1,058,462 )

March 31, 2021

Balance March 31, 2021

$ ( 22,159,457 )

4 unchanged sentences

( 5,381,529 )

June 30, 2021

Balance June 30, 2021

$ ( 27,540,986 )

$ ( 5,130,621 )

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

Consolidated Statements of Cash Flows

the six months ended June 30, 2022 and 2021

June 30, 2022

June 30, 2021

Non-cash compensation

Net income for the quarter

Balance September 30, 2021

$ ( 27,441,711 )

$ ( 4,702,643 )

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

Statements of Cash Flows

the nine months ended September 30, 2022 and 2021

September 30, 2022

September 30, 2021

Cash Flows from Operating Activities

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Advances to suppliers

Other receivables

Accounts payable and accrued expenses

4 unchanged sentences

( 2,415,066 )

Net cash provided by discontinued operations

Net cash provided

by discontinued operations

Net Cash Provided By Used In Operating

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Conversion of debt for common stock

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

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE QUARTER ENDED June 30, 2022

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

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

1 – ORGANIZATION AND BUSINESS OPERATIONS

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

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.

The consumer can also

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

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.

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.

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.

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.

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.

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

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.

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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;

(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

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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.

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

Agreement”) with Mark S.

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.

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.

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 ;

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.

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

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.

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;

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.

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

new business focus.

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.

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

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Geoffrey Selzer as our Chairman.

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

new business focus.

May 22, 2020, Resonate Blends, Inc.

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

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

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

Textmunication operates the Company’s

SMS business activities.

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

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

“Shares”) of the Company.

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

of May 26, 2020.

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

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

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Asefi further released the Company of all claims.

May 22, 2020, 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 May 22, 2020, Mr.

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

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

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

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

On May 13, 2021,

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

$ 142,500 USD.

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 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

of Presentation

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

As of June 30, 2022, the Company has an accumulated deficit of $ 25,272,281 .

As of September 30, 2022, the Company has an accumulated deficit of $ 25,210,179 .

The company’s ability to continue as a going concern

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The balance at times may exceed federally insured limits.

However, as of June 30, 2022, the company balances were below the federally

insured limit by approximately $ 215,177 Management is making certain arrangements to mitigate this risk during the next quarter.

However, as of September 30, 2022, the company balances were above the federally

insured limit by approximately $ 24,840 .

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

Company did have any revenues from continuing operations for the periods presented.

The Company’s policy is that revenues will

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by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2022 and year

ended December 31, 2021.

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

As of June 30, 2022

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended September 30, 2022 and

year ended December 31, 2021.

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

As of September 30, 2022

Derivative Liabilities

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

outstanding balances as of June 30, 2022 and December 31, 2021 are $ 54,500

and $ 45,000 , respectively which are owed to our CEO for funding certain corporate

outstanding balances as of September 30, 2022 and December 31, 2021 are $ 43,000 and $ 45,000 respectively.

The remaining balance is due

Selzer, CEO of Resonate, as he provided a loan to the Company.

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following as of June 30, 2022 and December 31, 2021:

OF CONVERTIBLE NOTES PAYABLE

June 30, 2022

notes payable consists of the following as of September 30, 2022 and December 31, 2021:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

September30, 2022

December 31, 2021

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Net convertible notes

convertible notes as of June 30, 2022 are 8 % Unsecured Convertible Promissory Notes (“Notes”) from various accredited investors

issued from January 1, 2021 to June 30, 2022.

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

3, 2022 , or if a Qualified Financing (QF) of $ 5,000,000 is achieved, whichever occurs first.

The maturity date pricing is $0.10.

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

The outstanding balance as

of June 30, 2022 for this Unsecured Convertible Promissory Notes amounts to $ 1,715,000 .

On January 2, 2022, Certain Noteholders elected

to convert collectively $ 150,000 of the Notes into equity at $ 0.10 to reduce the outstanding principal.

convertible notes as of September 30, 2022 are 8 % Unsecured Convertible Promissory Notes (“Notes”) from various accredited

investors issued from January 1, 2021 to September 30, 2022.

All notes have an automatic conversion into equity on the maturity date,

which was July 3, 2022 , or if a Qualified Financing (QF) of $ 5,000,000 is achieved, whichever occurs first.

The maturity date pricing

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

The outstanding

balance as of September 30, 2022 for this Unsecured Convertible Promissory Notes amounts to $ 200,000 ..

On January 2, 2022, Certain Noteholders

elected to convert collectively $ 150,000 of the Notes into equity at $ 0.10 to reduce the outstanding principal.

January 28, 2022, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with two accredited investors,

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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

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

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the shares underlying the Warrant, then the Investors may exercise the Warrant using a cashless feature.

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.

on June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under a

Securities Purchase Agreement of the same date.

We received $ 128,500 from the Note after applying the original issue discount to 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.

June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under a Securities

Purchase Agreement of the same date.

We received $ 128,500 from the Note after applying the original issue discount to the Note.

Notes are convertible into shares of common stock, $ 0.0001 par value per share, of the Company upon the terms and subject to the limitations

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such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price .

six months ended June 2022 and 2021 interest accrued for the convertible notes payable at $ 22,178 and $ 58,728 respectively.

on September 8, 2022, we issued and sold a convertible promissory note to AJB Capital Investments LLC for a principal amount of $ 600,000 ,

together with guaranteed interest of 12 % per year calendar from the date hereof.

All Principal and Interest owing hereunder, along with

any and all other amounts, shall be due and owing on the Maturity Date March 8, 2023 .

Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity

Date hereunder.

In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any

period following the original Maturity Date, payable monthly .

received $ 540,000 from the Note after applying the original issue discount to the Note.

connection with the investment, we issued Commitment Shares to the Investors in the amount of 5,571,429 shares collectively.

of 3,000,000 of those shares can be returned to treasury if the Note is paid off within six (6) months.

nine months ended September 2022 and 2021 interest accrued for the convertible notes payable at $ 92,853 and $ 97,243 ,respectively.

5 – COMMITMENTS AND CONTINGENCIES

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Rent expense was approximately $ 5,796

and $ 1,465 for the six-months period ended June 30, 2022 and 2021, respectively.

and $ 1,870 for the nine-months period ended September 30, 2022 and 2021, respectively .

Employment Agreement

12 unchanged sentences

6 – STOCKHOLDERS’ EQUITY

the second quarter of 2022, the Company issued a total of 50,000

shares of common stock to vendors for compensation

and services rendered.

the third quarter of 2022 the company issued a total of 27,565,745 shares of common stock to vendors for compensation, services rendered

and commitment shares.

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

SCHEDULE OF COMPENSATION AND SERVICES

SCHEDULE OF COMPENSATION AND SERVICES RENDERED

Professional Fees

Commitment shares

Convertible promissory notes

7 – DISCONTINUED OPERATIONS

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

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

corporation (“Textmunication”).

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

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

a California corporation (“Textmunication”).

Textmunication operates the Company’s SMS business activities.

The Company retained

its cannabis operations based in Calabasas, California.

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

reclassified all previously presented financial information.

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

Company retained its cannabis operations based in Calabasas, California.

The Company has accounted for this spinout as a

discontinued operation and retroactively reclassified all previously presented financial information.

The following summarizes the

results of operations for Textmunication, Inc.

for the three months ended June 30, 2020

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8 – SUBSEQUENT EVENTS

July 15, 2022, we issued a total of 21,993,806

shares of common stock to certain note holders as a result of voluntary conversions of their 8 %

convertible notes issued in early 2021.

The aggregate dollar amount of debt reduced by the conversions was $ 1,917,382 .

The convertible notes retired were 8% Unsecured Convertible Promissory Notes from various accredited investors.

All notes had an

automatic conversion into equity on the maturity date, which was July 3, 2022.

accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2022 to the date

these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated

financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements