What changed in this filing

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Item 1. Business

2023-04-17 compared with 2022-04-15 · 154 added, 168 removed, 160 unchanged (67% of the section changed)

October 25, 2019, Resonate Blends, Inc.

(formerly Textmunication Holdings Inc.) announced its entry into the cannabis industry by acquiring

Resonate Blends LLC (“Resonate”

or the “Company”), a California-based cannabis wellness lifestyle product company

built on a proprietary system of experiential targets.

Resonate is building a value-added, brand-focused cannabis organization offering

premium brands of consistent quality.

The Company also acquired Entourage Labs LLC (“Entourage Labs”), a sister company of

Entourage Labs is the Intellectual Property (IP) subsidiary of Resonate.

in Calabasas, California, Resonate Blends is a cannabis holding company centered on valued-added holistic Wellness and Lifestyle brands.

The Company’s strategy is to ignite future growth by building a purpose-driven portfolio of innovative, trusted national brands,

emerging brands, research organizations, and a variety of retail channels.

The Company’s focus is finding mutual value between

product and consumer by optimizing quality, supply chain resources and financial performance.

The Company offers a family of premium

cannabis-based products of consistent quality based on unique formations calibrated to Resonate Blends effects system in what the Company

believes is the industry gold standard in user experience.

October 25, 2019, the Company announced its entry into the cannabis industry by acquiring Resonate Blends LLC (“Resonate Blends”),

a California-based cannabis wellness lifestyle product company built on a proprietary system of experiential targets.

Resonate Blends

is building a value-added, brand-focused cannabis organization offering premium brands of consistent quality.

The Company also acquired

Entourage Labs LLC (“Entourage Labs”), a sister company of Resonate Blends.

Entourage Labs is the Intellectual Property (IP)

subsidiary of Resonate Blends.

in Calabasas, California, the Company is a cannabis holding company centered on value-added holistic Wellness and Lifestyle brands.

Company’s strategy is to ignite future growth by building a purpose-driven portfolio of innovative, trusted national brands, emerging

brands, research organizations, and a variety of retail channels.

The Company’s focus is finding mutual value between product and

consumer by optimizing quality, supply chain resources and financial performance.

The Company offers a family of premium cannabis-based

products of consistent quality based on unique formations calibrated to Resonate Blends effects system in what the Company believes is

the industry gold standard in user experience.

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

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

The Company believes in wellness for the whole person, including

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

is designing experiences which should improve all areas of ones’

The Company believes in wellness for the whole person, especially people

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

Resonate is designing

experiences which should improve all areas of ones’ life.

accomplish this, Resonate is Mastering the Art of Experience™.

This is the Company’s mission.

By integrating science, technology,

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of how various cannabis compounds, when working in the body, simultaneously can create unique effects and benefits (referred to as the

“Entourage Effect”).

Product developers blend cannabinoids and terpenes to formulate products with specific, controllable

and repeatable beneficial effects.

Through innovation, experimentation, testing and an iterative product development strategy,

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

products unlike anything else in the marketplace.

Resonate has filed a provisional patent for protection of these formulations and products

in the future.

Through innovation, experimentation, testing and an iterative product development strategy, the Koan

team has unlocked new plant constituent combinations resulting in unique, enjoyable and extremely effective wellness products unlike

anything else in the marketplace.

Resonate has filed a provisional patent for protection of these formulations and products in the future.

the Resonate Blends product family, is based around a comprehensive system of interconnected experience targets that allow people to

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functional experience targets across a broad range of product categories.

Resonate’s

initial products are a completely unique class of products called Cordials.

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

Resonate’s

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

retail channel in late Q2 of 2021.

The company is offering six unique formulations and expects to launch an additional blend “Love”

Q1 2022 and a “Sleep”

formulation in Q2 2022.

The Cordials were awarded the Golden Leaf Award as “Best New

Brand of 2021”

at the “Luxury Meets Cannabis Conference”

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

channel in late Q2 of 2021.

The company is now offering seven unique formulations including the newly released Sleep Cordial available

as of September 29, 2022.

The Sleep Cordial has been thoroughly tested and is now available in “Single” samples and in cost

effective 100 ml, 10 serving multi-serve bottles.

Koan Cordials now come in:

Calm, Create, Delight, Love, Play, Wonder and Sleep experience-targeted

blends providing consumers a choice on how they want to feel.

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

held in New York City in December.

Resonate also won a

Cannabis Clio Award for “Brand Design”

also in December.

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

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

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

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

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

Resonate also won a Cannabis Clio Award for “Brand Design” in 2021.

on customer demand, the Company offers a “Singles” option for the Cordials which are now available.

In response to customer

requests, the company is now offering five popular blends in 10-serving bottles, also known as “multi-serve” bottles, that

provide a lower cost per serving and allow users to customize their servings to their personal preference.

In addition, the company is

also offering a 4-pack that also lowers the cost per serving while preserving the convenience and portability of the discrete smaller

Company offers market support to select premium California dispensaries both in person and thorough the Leaf.VIP budtender training program.

The Company expects that building its brand online will complement retail sales by increasing customer awareness and creating “pull-through”

at brick-and-mortar facilities.

The social media strategy was brought in-house during Q1 to both reduce overall costs and control the

messaging to the appropriate audience for the Cordials.

recently hired an internal sales manager to oversee all sales efforts in Southern California and expects to hire a sales manager for

Northern California in the near future.

The Company implemented an in-house sales strategy in Q1 2022 to maximize both the dispensary

outreach and budtender education.

The Company has added several new retail partners in 2022 to include Atrium, Cornerstone Wellness,

99 High Tide, Artist Tree, Canni Delivery and Rose Mary Jane.

The Cordials are now featured at West Hollywood’s The Artist Tree

Studio Cannabis Lounge where music performers will be providing the entertainment events throughout the summer.

The Studio Cannabis Lounge

in West Hollywood is the only one of its kind in the United States and this partnership should provide users an interactive experience

unavailable elsewhere.

Rose Mary Jane Cannabis Lounge in Oakland also added the Cordials to its menu on September 24, 2022.

is placing a major focus on cannabis lounges throughout California to enhance its marketing and sales efforts.

the new in-house sales strategy in place, new wellness dispensaries are expected to grow throughout 2023.

Wellness dispensaries are the

main target due to the demographics of the consumer and the thorough educational process these dispensaries offer to buyers in their

Multi-state expansion through licensing arrangements with the Cordials is also being planned.

Several retailers and leading brands

in multiple states have reached out to Resonate requesting the Cordials to be stocked in their dispensaries.

The Company is currently

evaluating where and when to open new states outside of California.

We are no longer pursuing the

acquisition of Iron Summit Distribution, Inc.

(Kaneh Co.), as was announced on September 20 through a Press Release.

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

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

over time utilizing Vertosa’s emulsification technology.

In addition to the new Cordial blends, the company

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

over time utilizing Vertosa’s emulsification technology.

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

Resonate selected Vertosa as

a development partner because the Vertosa systems’

industry leading emulsification technology makes them highly stable, bioavailable,

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

and water compatible.

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

Vertosa’s

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

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

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Manufacturing:

Company partnered with The Galley, a California licensed Type N –

Infused Products Manufacturer based in Santa Rosa, California.

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

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

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

Edibles, Topicals, Tinctures,

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

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

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the licensed facility of The Galley.

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

of products to precise specifications.

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

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

Resonate’s first of its kind offerings are emulsified through

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

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

Resonate’s first of its kind offerings are emulsified through

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

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Distribution:

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

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

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

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

delivery network for fulfilment.

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

These products will

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

The Company contracted with The Vault 3PL to provide

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

in California.

company plans to offer products to select premium dispensaries throughout California.

These products will be delivered to retail establishments

by a leading cannabis full-service distributor.

The Company contracted with Nabis.

The #1 licensed cannabis wholesaling platform in California

with access to more than 300 brands, to provide logistics and statewide distribution for Resonate’s Koan Cordials, its product

line of unique experience blends currently available in California.

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

reseller organizations.

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

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

Northern and Southern California.

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

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

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

Vault 3PL Distribution to distribute the products.

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

the California market.

and package, and Nabis to distribute the products.

and Sales Plan

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

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

The marketing strategy is to launch in select dispensaries throughout California and to support the launch with dispensary promotional

material and location-based marketing.

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

Paradoxically,

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

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

Although retail restrictions will eventually be relaxed, the

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

COVID-19 for several reasons.

are generally small, making social distancing difficult.

Limitations on a customers’

ability to touch and smell products reduces

the value of in-person shopping.

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

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

Finally, a significant number of customers, particularly in targeted

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

For all these reasons, Resonate has decided

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

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

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

This platform will

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

This direct-to-consumer approach has significant benefits

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

need to make confident and informed product choices.

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

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

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

It is also better for them financially as it increases

profit margin.

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

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

marketing campaigns.

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

budtender training program.

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

and creating “pull-through”

at brick-and-mortar facilities.

A focus on cannabis consumption lounges in California has been a major priority in 2022 and will

continue to be throughout all of 2023 in both California and in other states where consumption lunges are legal.

has implemented a plan to offer market support to select premium California dispensaries both in-person and thorough the Leaf.VIP budtender

training program.

The Company expects that building its brand online and through social media will complement retail sales by increasing

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

marketing budget and energy was being channeled into appropriate programmatic advertising, developing informational materials for customers

on the website, and developing professional and effective social media, search engine optimization and direct to consumer marketing campaigns.

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

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

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

While wellness dispensaries will be a focus for the Company,

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

The Company is

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

While wellness

dispensaries will be a focus for the Company in the short run, the Company believes strongly in the value of establishing a strong D2C

business and plans to identify partners to implement this strategy in 2023.

expansion through licensing arrangements with the Cordials is also being planned.

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to Resonate requesting the Cordials to be stocked in their dispensaries.

The Company is currently evaluating where and when to open

new states outside of California.

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

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

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

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

The Company is still in discussions with Seller, and the

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

Resonate’s

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

These products are category-breaking offerings as they

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

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

be enjoyed privately or shared socially.

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

The Company is working with its emulsification partner, Vertosa,

to target new legal states outside of California.

first commercial release was a family of seven (7) precisely targeted effect blends.

These products are category-breaking offerings as

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

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

can be enjoyed privately or shared socially.

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

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

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with our senses and environment.

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

and homeostasis.

to reduce barriers to intimacy, stimulate personal connections and increase tactile sensation.

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

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and brighten your day.

calibrated to help you fall asleep quickly, stay asleep longer and wake up refreshed.

Products - Resonate Growth Plans

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

if the proper opportunities exist.

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

System at regular intervals, and they plan to release their “Love”

in Q1 2022 and “Sleep”

Cordials in Q2.

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

effects in beverages, teas, and gummies.

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

Emulsification

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

Vertosa and Resonate are

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

Resonate is working on methods that

improve user experience by refining effects and managing bioavailability.

Vertosa will also be providing the emulsification required

for formulas in Resonate’s product line.

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

expansion if the proper opportunities exist.

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

Resonate System at regular intervals, and they released their “Love” in Q1 2022 and “Sleep” Cordials in Q2.

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

enjoyable effects in beverages, teas, and gummies.

Vertosa is the leading provider of emulsification technology for cannabis

manufacturers.

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

Vertosa and Resonate are engaged in joint research focusing on effects of various emulsification methods on cannabinoids.

Resonate is working on methods that improve user experience by refining effects and managing bioavailability.

Vertosa will also be

providing the emulsification required for formulas in Resonate’s product line.

The Company is in development stage of a new

edible line that it expects to have available to the market in 2023 if favorable market conditions exist.

major initiative for the Cordials in late 2022 was the cannabis consumption lounge business throughout California.

Guests to the lounges

can now select the cocktail of their choice and one of the six precisely crafted Koan Cordials experience options:

Calm, Create, Delight

Love, Play and Wonder.

Resonate mixologists have developed a number of creative cocktail recipes that complement the Koan Cordials which

have been very popular at events.

The precisely targeted Koan Cordials allow users to choose both the drink they prefer and how they

want to feel.

The Company is looking to expand its lounge business in 2023 both in California and in other legal states.

Resonate is successful in acquiring new brands, they expect product collaboration, to include improving the current brands – with

improved branding and product enhancements.

New product development would also be expected with joint product development initiatives.

cannabis industry is in its infancy.

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

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

In addition to creating “house”

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

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

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

The Company has developed

the world’s first Cannabis Cordial.

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

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

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

consumer brands that deliver the expected experience.

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

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

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

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

brands that deliver the expected experience.

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

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

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

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

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

The invention relates

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

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

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

Much of the branding is heavy “stoner”

or hospital medicinal, and differentiation between products is difficult.

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

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

patches and cosmetics and vapes, and some of them provide effects which may be similar to those the Koan products will provide, but none

are equal to Koan with respect to quality, efficacy, consistency and scope.

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but no brand dominates.

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

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

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

What changed 10-K

Item 1. Business