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Item 8. Financial Statements and Supplementary Data

2023-04-17 compared with 2022-04-15 · 688 added, 656 removed, 194 unchanged (87% of the section changed)

2 unchanged sentences

Financial Statements:

Report of Independent Registered Public Accounting Firm;

Consolidated Balance Sheets as of December 31, 2022 and 2021;

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021;

Consolidated Statement of Stockholders’

Equity for the year ended December 31, 2020;

Consolidated Statement of Stockholders’

Equity for the year ended December 31, 2020;

Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2022;

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021;

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021;

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Resonate Blends Inc.

Agoura Road, Suite 200

on the Financial Statements

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

(the Company) as of December 31, 2022, and the related

consolidated statements of income, stockholders’ equity, and cash flows for the year ended December 31, 2022, and the related notes

(collectively referred to as the financial statements).

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

the financial position of the Company as of year ended December 31, 2022, and the results of its operations and its cash flows for each

of the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

doubt about the Company’s ability to continue as a going concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the consolidated financial statements, the Company’s continuing operating losses and accumulated deficit raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

financial statements based on our audits.

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

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

federal securities

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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matter is a matter arising from the current period audit of the financial statements that were communicated or required

to be communicated to the audit committee or the Company’s governance and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

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

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

have determined there are critical matters related to the Company’s convertible debentures.

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

considerations and significant estimates.

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

classification.

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

value at each reporting period.

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

pricing model.

The value of the embedded derivative liabilities related to the convertible debentures was $72,487 and gain recognized

from the change of derivative liability was $2,213,527 at December 31, 2022.

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

liabilities of such as a critical audit matter.

The principal considerations for our determination were:

(1) the accounting consideration

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

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

that include valuation models and assumptions utilized by management.

An audit of these elements is especially challenging and requires

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

skill or knowledge needed.

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

following, among others:

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

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

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

accompanying consolidated balance sheet of Resonate Blends, Inc.

as of December 31, 2021, the related consolidated statements of operations,

changes in stockholders’ (deficit), and cash flows for the year ended December 31, 2021, and the related notes were audited by

another Independent Registered Public Accounting Firm, Boyle CPA, LLC.

have served as the Company’s auditor since 2022.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

on the Financial Statements

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

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

the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations

and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

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

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

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

Management’s plans are also described in Note 1.

The financial statements do not include adjustments that might result

from the outcome of this uncertainty.

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

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

financial statements based on our audit.

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

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

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

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

Those standards require

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

whether due to fraud or error.

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

over financial reporting.

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

Boyle CPA, LLC

served as the Company’s auditor from 2018 to 2022.

Newman Springs Road

1, 4 th Floor, Suite 143

(732) 784-1582

Bank, NJ 07701

(732) 510-0665

TEXTMUNICATION HOLDINGS, INC.)

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Cash and cash equivalents

Prepaid expenses and other current assets

Advances to Suppliers

Other receivable

Total current assets

Fixed assets, net

Derivative Valuation allowance

Investment in equity method investee

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

7 unchanged sentences

Total liabilities

Stockholders’

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

Stockholders’ deficit

Preferred stock, 10,000,000

shares authorized, $ 0.0001

shares issued.

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

1 unchanged sentence

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

Preferred stock

Preferred Stock Value

Common stock;

$0.0001 par value;

shares authorized;

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

and 45,046,637

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

Stock subscription receivable

Additional paid-in capital

2 unchanged sentences

( 25,974,051 )

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

Total Stockholders’ deficit

( 1,146,730 )

( 4,101,931 )

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION HOLDINGS, INC.)

STATEMENT OF OPERATION

The Three Months Ended

The Twelve Months Ended

December 31 2022

December 31 2021

The Year ended

December 31 2022

6 unchanged sentences

Salaries and Related

Sales Commission

Impairment of inhouse software

Depreciation and amortization

Impairment of in house software

Non cash management fees

1 unchanged sentence

Loss from operations

( 1,389,395 )

( 2,531,405 )

Other Income (expense)

Interest expense

Gain on change of derivative liability

Gain (Loss) on change of derivative liability

( 2,011,881 )

Amortization of debt discount

Amortization of debt issuance costs

Amortization of issuance costs

Gain (loss) on settlement of derivative liabilities

Legal settlement

Gain on settlement of notes payable

Depreciation expense

Total other expense

(Loss) Gain on settlement of notes payable

Total other Income (expense)

( 2,341,651 )

Income (loss) from investment in equity method investee

NET INCOME (LOSS) from continuing operations

( 4,873,056 )

NET INCOME (LOSS) from discontinued operations

NET INCOME (LOSS)

( 4,873,056 )

Basic weighted average common shares outstanding

2 unchanged sentences

accompanying notes are an integral part of these consolidated financial statements

TEXTMUNICATION, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Preferred Stock Series A

Preferred stock - Series C

Total Stockholders’

Balance December 31, 2021

$ ( 25,974,051 )

Issuance of common stock

Net Loss for the quarter

Balance, March 30, 2021

$ ( 4,101,931 )

Net Loss for the quarter

Issuance of common stock

Balances June 30, 2021

Issuance of common stock in private placement

Issuance of common stock for debt conversions

Stock issuance for services

Balance December 31, 2022

$ ( 25,320,424

$ ( 1,146,730

Net Loss for the quarter

Non cash compensation

Balances September 30, 2021

Preferred Stock Series A

Preferred stock - Series C

Total Stockholders’

Balance December 31, 2020

$ ( 21,100,995 )

$ ( 996,339 )

Net Loss for the quarter

Non cash compensation

Balances December 31, 2021

$ ( 21,100,995 )

$ ( 996,339 )

Paid-in Capital

Issuance of common stock in private placement

Issuance of common stock for debt conversions

Non-cash compensation

Exercise of warrant

Net Income (Loss)

Balance December 31, 2021

$ ( 25,974,051 )

Net Loss for the quarter

Common stock issuance

Balance March 31, 2020

$ ( 4,101,931 )

Net Loss for the quarter

$ ( 25,974,051 )

Non-Cash Compensation

Conversion of notes payable

Common stock issue

Balance June 30, 2020

$ ( 4,101,931 )

Net Loss for the quarter

Common stock Issuance for Cash

Conversion of notes payable

Cancellation of shares held by Textmunication

Non cash compensation

Shares issues for legal settlement

Cancellation of preferred stock

Balance September 30, 2020

(21,302,012 )

Net Gain for the quarter

Net Gain (Loss) for the quarter

Non-Cash Compensation

Conversion of notes payable

Common stock issue

Issuance of common stock

Balance December 30, 2020

(21,100,995 )

accompanying notes are an integral part of these consolidated financial statements

(FORMERLY TEXTMUNICATION,

CONSOLIDATED STATEMENTS OF CASH FLOWS

nine months ended September 30

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 4,873,056 )

$ (1,941,274 )

Net loss from discontinued operations

1 unchanged sentence

Amortization and depreciation

Impairment of investments

Loss on derivative liability

(Gain) Loss on derivative liability

( 2,213,527 )

Non cash interest expense

Legal Settlement

Share professional fees

Stock subscription receivable

Share professional fees/ compensation

Share-based compensation

Gain (Loss) on the settlement of debt

Gain on settlement of Derivative liabilities

Changes in assets and liabilities

Prepaid expenses and other current assets

Advances to suppliers

Other receivables

Accounts payable and accrued expenses

Accumulated Depreciation

Derivative liabilities

Due to Related party

Net cash used by operating activities

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

Net cash used in operations

( 1,428,467 )

( 2,782,102 )

Net cash provided by discontinued operations

Net cash provided by used in operating activities

( 1,428,467 )

( 2,782,102 )

Cash Flows from investing activities

4 unchanged sentences

Proceeds from convertible notes (net)

Proceeds from notes payables

Payments on preferred stocks buy back

Payments on convertible notes payable

Net cash provided by financing activities

Net cash provided by financing activities of discontinued operations

Net cash used in finance

Net increase in cash

3 unchanged sentences

Cash paid for interest

Cash paid for tax

Non-Cash investing and financing transactions

Conversion of debt for common stock

Settlement of derivative liability

accompanying notes are an integral part of these consolidated financial statements

RESONATE BLENDS,

(formerly TEXTMUNICATION

HOLDINGS, INC.)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2021 and 2020

NOTE 1 –

OF PRESENTATION AND GOING CONCERN

Resonate Blends, Inc.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 and 2021

1 – BASIS OF PRESENTATION AND GOING CONCERN

formerly Textmunication Holdings, Inc.

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

Control Systems.

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

as Brock Control Systems.

Founded by Richard T.

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

management systems.

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

customer management systems.

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

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

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

In 2007, the Company

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

The Company reported briefly on the OTC Disclosure

& News Service in 2008 but not for long.

In February of 1996, the Company changed its name to

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

2007, the Company deregistered its common stock in order to avoid the expenses of being a public company.

The Company reported briefly

on the OTC Disclosure & News Service in 2008 but not for long.

The Company again changed its name to FSTWV, Inc.

On October 28, 2013,

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

Holdings, Inc.

October 28, 2013, the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change

its name to Textmunication Holdings, Inc.

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

On November 16, 2013,

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

a California corporation, whereby the sole shareholder

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

and outstanding shares.

Textmunication is an

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

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.

2 unchanged sentences

The consumer can also

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

On July 9, 2018, the

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

All shares and per share amounts

have been retroactively adjusted to reflect the reverse split.

On June 25, 2019, the

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

on the emerging national cannabis market.

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

the potential acquisitions.

On October 25, 2019,

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

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

As a result of the transaction, Resonate

became a wholly owned subsidiary of the Company.

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

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

in exchange for their membership interests of Resonate.

These shares have anti-dilution protection.

We have also agreed as part of the

purchase price to issue:

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

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

any three (3) consecutive month trailing period;

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

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

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

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

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

Also, on October 25,

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

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

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

July 9, 2018, the 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business.

All shares and

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

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, 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.

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

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

These shares have anti-dilution

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

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

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

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

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

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

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

The shares in (ii) and (iii) shall

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

In addition, the Company

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

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

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

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

(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.

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.

In exchange, Mr.

Johnson agreed to cancel 20,000 shares of common

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

Finally, the Company

entered into Employment Agreements with the following persons:

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

an annual salary of $180,000;

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

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 of $ 180,000 ;

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

of $ 120,000 .

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

The Employment Agreement for the CEO has a term

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

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

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

On December 16, 2019

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

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;

Resonate Blends, Inc.

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

As part of the merger,

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

and the Company’s

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

In connection with

the name change, the Company’s symbol was changed to “KOAN”

that more resembles the Company’s new business focus.

On January 20, 2020,

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

Asefi’s resignation is in support of Resonate Blends

strategic direction of becoming a pure play cannabis company.

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.

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

Asefi’s resignation is in support

of Resonate Blends strategic direction of becoming a pure play cannabis company.

The Company does not believe that Mr.

Asefi has any disagreements on matters

relating to our operations, policies or practices.

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

On December 16, 2019

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

Resonate Blends, Inc.

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

As part of the merger,

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

and the Company’s

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

In connection with

the name change, the Company’s symbol was changed to “KOAN”

that more resembles the Company’s new business focus.

On May 22, 2020, Resonate

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

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

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

Textmunication operates the Company’s SMS business activities.

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

The consideration for

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

of the Company.

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

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

Also on May 22, 2020,

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

Pursuant to the

Separation Agreement, Mr.

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

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

Asefi’s

employment agreement with the Company.

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

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

Asefi further

released the Company of all claims.

Also on May 22, 2020,

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

sale of Textmunication to the Asefi Group.

On May 22, 2020, Resonate

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

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

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

Textmunication operates the Company’s SMS business activities.

On July 20, 2020, the

parties closed on the transactions contained in the SPA.

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

of the Company.

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

Company also executed a general release in favor of Mr.

Basis of Presentation

Our financial statements

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

years ending on December 31, 2021 and 2020.

Asefi has any

disagreements on matters relating to our operations, policies or practices.

Also, on January 20, 2020, our Board of Directors appointed

Geoffrey Selzer as our Chairman.

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.

Pursuant to the Separation Agreement, Mr.

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

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

Asefi’s employment agreement with the Company.

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

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

Asefi further released the Company of all claims.

on May 22, 2020, 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.

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.

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

The Asefi Group cancelled 4,755,209 shares of common stock

(the “Shares”) of the Company.

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

as of May 26, 2020.

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

of Presentation

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

on our fiscal years ending on December 31, 2022 and 2021.

We have summarized our most significant accounting policies.

Going concern

These consolidated

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

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

As of December

31, 2021, the Company has an accumulated deficit of $25,974,051 .

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

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

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

As of December 31, 2022 the Company has an accumulated deficit of $ 25,320,424 .

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

and its ability to achieve and maintain profitable operations.

2 unchanged sentences

These conditions raise substantial

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

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

NOTE 2 –

OF SIGNIFICANT ACCOUNTING POLICIES

The Company considers

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

The Company minimizes

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

at times may exceed federally insured limits.

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

Accounts receivable

and allowance for doubtful accounts

Accounts receivables

are stated at the amount management expects to collect.

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

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

information and existing economic conditions.

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

Revenue Recognition

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

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

Results for reporting

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

reported in accordance with our historic accounting under Topic 605.

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

Fair Value of Financial

The carrying amounts

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

maturities of these items.

As required by the

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

prioritizes the inputs used in measuring fair value as follows:

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

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

The balance at times may exceed federally insured limits.

On December 31, 2022 and 2021 no cash balances exceeded the federally insured

receivable and allowance for doubtful accounts

receivables are stated at the amount management expects to collect.

The Company generally does not require collateral to support customer

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

collection information and existing economic conditions.

As of December 31, 2022, and 2021 there’s no allowance for doubtful accounts

and bad debts.

Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount

that reflects the consideration we expect to be entitled to in exchange for those services.

for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and

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

We did not have any cumulative impact as a result

of applying Topic 606.

Value of Financial Instruments

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

due to the short maturities of these items.

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

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

(Level 1) observable inputs such as quoted prices in

active markets;

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

and (Level 3) unobservable

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

The three levels of

the fair value hierarchy are described below:

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

Quoted prices

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

or liability,

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

or no market activity).

The fair value of the

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

Financial assets and

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

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

Derivative Financial Instruments

Net income (loss)

per Common Share

Basic net income (loss)

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

stock outstanding during the period.

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

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

issued and if the additional common shares were dilutive.

Property and equipment

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

which range from three to seven years.

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

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

any gain or loss thereon is reflected in operations.

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

under $1,000 are charge to operations.

Income taxes are computed

using the asset and liability method.

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

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

enacted tax rates and laws.

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

are not expected to be realized.

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

by an equal valuation allowance.

Use of Estimates

The preparation of

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

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

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

Actual results could differ from those estimates.

Stock-Based Compensation

The Company accounts

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

Stock Compensation

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

based on their fair values.

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

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

The Company follows

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

or in Conjunction with Selling Goods and Services,”

for stock options and warrants issued to consultants and other non-employees.

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

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

can be more clearly determined.

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

capital over the period during which services are rendered.

Advertising Expenses

and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

three levels of the fair value hierarchy are described below:

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

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

term of the asset or liability,

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

by little or no market activity).

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

is considered fair value.

assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2022 and 2021:

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

As of December 31, 2022

Derivative Liabilities

As of December 31, 2021

Derivative Liabilities

income (loss) per Common Share

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

of shares of common stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss per share except

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

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

and equipment

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

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

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

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

accounts, and any gain or loss thereon is reflected in operations.

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

asset acquired under $ 1,000 are charge to operations.

taxes are computed using the asset and liability method.

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

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

the currently enacted tax rates and laws.

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

evidence, are not expected to be realized.

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

fully offset by an equal valuation allowance.

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

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

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

Actual results could differ

from those estimates.

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

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

financial statements based on their fair values.

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

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

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

for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other

non-employees.

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

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

warrant, whichever can be more clearly determined.

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

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

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

incurred $611,914 and

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

Recent Accounting

Pronouncements

In January 2016, the

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

Recognition and Measurement of Financial Assets and Financial Liabilities.

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

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

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

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

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

incurred $ 378,706 and $ 611,914 in advertising expenses for the years ended December 31, 2022 and 2021, respectively.

Accounting Pronouncements

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

Recognition and Measurement of Financial Assets and Financial

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

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

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

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

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

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

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

In February 2016, the

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

on the balance sheet of the lessee.

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

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

expense for financing leases.

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

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

and liabilities on the balance sheet of the lessee.

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

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

amortization/interest expense for financing leases.

The amendments also require certain new quantitative and qualitative disclosures

regarding leasing arrangements.

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

Lessees must apply a modified retrospective transition approach

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

Lessees must apply a modified

retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented

in the financial statements.

Early adoption is permitted.

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

consolidated financial statements.

In March 2016, the

FASB issued ASU 2016-05, Derivatives and Hedging:

Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,

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

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

Management does not believe the adoption of ASU 2016-02 will have a material

impact on the Company’s consolidated financial statements.

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

Effect of Derivative Contract Novations on Existing Hedge Accounting

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

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

continue to be met.

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

Early adoption is permitted, including in an interim

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

on the Company’s consolidated financial statements.

In March 2016, the

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

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

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

ASU 2016-06 clarifies that the nature of an exercise

contingency is not subject to the “clearly and closely”

criteria for purposes of assessing whether the call or put option

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

ASU 2016-06 is effective for the Company beginning

on January 1, 2017.

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

material impact on the Company’s consolidated financial statements.

In March 2016, the

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

Early adoption is permitted, including in

an interim period.

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

impact on the Company’s consolidated financial statements.

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

Contingent Put and Call Options in Debt Instruments, which

aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments.

ASU 2016-06 clarifies that the nature

of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call

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

ASU 2016-06 is effective for the

Company beginning on January 1, 2017.

Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard

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

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

Improvements to Employee Share-Based Payment Accounting.

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

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

ASU 2016-09 is effective for the Company beginning

on January 1, 2017.

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

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

In August 2016, the

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

Classification of Certain Cash Receipts and Cash Payments”

(“ASU 2016-15”).

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

in the statement of cash flows.

ASU 2016-09 simplifies several aspects of the accounting and presentation of share-based payment transactions, including the accounting

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

ASU 2016-09 is effective for the

Company beginning on January 1, 2017.

Management evaluated the impact of adopting ASU 2016-09 and determined that the new accounting

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

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

Classification of Certain Cash Receipts and Cash

Payments” (“ASU 2016-15”).

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

presented and classified in the statement of cash flows.

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

The new standard will require

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

as of the earliest date practicable.

In November 2016, the

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

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

This guidance

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

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

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

financial statements.

In May 2017, the FASB

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

The amendments in this Update provide

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

in Topic 718.

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

periods, beginning after December 15, 2017.

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

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

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

Management has reviewed this pronouncement and has determined

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

In July 2017, the Financial

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

2017-11, Earnings Per Share

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

The amendments in Part I of this

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

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

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

The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required

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

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

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

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

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

for all periods presented.

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

the consolidated financial statements.

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

The amendments

also clarify existing disclosure requirements for equity-classified instruments.

As a result, a freestanding equity-linked financial

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

existence of a down round feature.

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

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

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

Convertible instruments with embedded

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

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

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

modification accounting in Topic 718.

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

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

Early adoption is permitted, including adoption in any interim period,

for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities

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

Management has reviewed this pronouncement

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

July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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

The amendments

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

content in the Codification, to a scope exception.

Those amendments do not have an accounting effect.

For public business entities, the

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

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

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

Early adoption is permitted for all entities, including

adoption in an interim period.

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

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

NOTE 3 –

PARTY TRANSACTIONS

As of December 31,

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

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

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

in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with

down round features.

When determining whether certain financial instruments should be classified as liabilities or equity instruments,

a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s

The amendments also clarify existing disclosure requirements for equity-classified instruments.

As a result, a freestanding

equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair

value as a result of the existence of a down round feature.

For freestanding equity classified financial instruments, the amendments

require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature

when it is triggered.

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

Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for

contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related

EPS guidance (in Topic 260).

The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of

Topic 480 that now are presented as pending content in the Codification, to a scope exception.

Those amendments do not have an accounting

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within

those fiscal years, beginning after December 15, 2018.

For all other entities, the amendments in Part I of this Update are effective

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

adoption is permitted for all entities, including adoption in an interim period.

If an entity early adopts the amendments in an interim

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

3 – RELATED PARTY TRANSACTIONS

of December 31, 2021, the Company completed the notes payable to a related party.

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

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

Pursuant to the Separation Agreement, Mr.

Asefi agreed to separate

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

fundraising as consideration of all debts outstanding under Mr.

Asefi’s employment agreement with the Company.

Asefi further

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

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

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

future fundraising as consideration of all debts outstanding under Mr.

Asefi’s employment agreement with the Company.

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

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

Asefi further released the Company of all claims.

On May 22, 2020, the

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

2,000,000 shares of Series C Preferred Stock were transferred to Mr.

The parties to the Separation Agreement agreed to a payment

schedule of $200,000 based on future monies raised by the Company - and not on a specific date –

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

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

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

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

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

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

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

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

The parties to the Separation Agreement

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

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

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

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

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

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

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

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

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

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

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 .

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

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

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

The final payment was made on August 11, 2021 and settled this agreement in full.

The final payment was made on August

11, 2021 and settled this agreement in full.

Further under the amendment, Mr.

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

Asefi nominated Textmunication, Inc., our prior subsidiary,

as the recipient of the funds due under the Separation Agreement.

outstanding balances as of December 31, 2022 and December 31, 2021 are $ 38,500

respectively.

NOTE 4 - CONVERTIBLE

Convertible notes payable

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

The remaining balance as of December

31, 2022 is due to Mr.

Selzer, CEO of Resonate, as he has provided several loans to the Company.

4 - CONVERTIBLE NOTE PAYABLE

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

OF CONVERTIBLE NOTES PAYABLE

December 31, 2022

3 unchanged sentences

Net convertible notes

The convertible notes

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

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

All notes have a mandatory conversion into equity on the maturity

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

The maturity date conversion

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

convertible notes as of December 31, 2022 are 8 %

Unsecured Convertible Promissory Notes (“Notes”) from various accredited investors issued from January 1, 2021 to March 16,

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

or if a Qualified Financing (QF) of $ 5,000,000

achieved, whichever occurs first.

The maturity date pricing is $0.10.

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

average selling price of the aggregate QF offering.

On December 28, 2021,

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

Period”).

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

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

Under the Note amendment,

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

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

prior 20 trading day period.

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

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

As of December 31,

2021 and 2020 accrued interest payable on notes payable were $134,758.63 and $54,659 respectively.

The Company accounts

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

815-15 “Derivatives and

Embedded Derivatives”

(“Topic No.

815-15”).

average selling price of the aggregate offering.

outstanding balance as of December 31, 2022 for this Unsecured Convertible Promissory Notes amounts to $ 200,000 .

The remaining noteholder has expressed to the Company not to convert his Note into shares in the near term.

Consequently, we have mutually

agreed not to accrue interest on the this Note going forward.

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

pursuant to which we issued and sold to the investors two convertible promissory notes, dated January 28, 2022, each in the principal

amount of $ 275,000 for an aggregate principal amount of $ 550,000 .

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

discount to the Notes.

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

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

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

Purchase Agreement of the same date.

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

March 3, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 55,000 under a Securities

Purchase Agreement of the same date.

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

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

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

The conversion price shall equal a fixed

price of $ 0.15 per share or, at the option of the Investor in the event that we fail to complete a Qualified Offering before the five

(5) month anniversary of the issue date, the Registration Conversion Price.

The “Registration Conversion Price” shall mean

75% multiplied by the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete

Trading Day prior to the Conversion Date.

The Investors shall be entitled to add to the principal amount of the Note $750.00 for each

conversion to cover investor’s deposit fees associated with each Notice of Conversion.

“Qualified Offering” means any

offer and sale by us of an original issuance of equity securities, comprised of either Common Stock or preferred stock of the Company,

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

connection with the investment, we issued Commitment Shares to the Investors in the amount of 650,000 shares collectively and we also

issued a warrant (the “Warrant”) to the Investors to purchase 812,500 shares collectively of our common stock at an exercise

price of $ 0.40 per share.

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

and conditions set forth in such Note.

On the Closing Date (i) the Buyer shall pay the purchase price for the Note to be issued and sold

to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,

in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the

Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver

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

on September 8, 2022, we issued and sold a senior secured 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

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.

of December 31, 2022 and 2021 accrued interest payable on notes payable were $ 265,480 and $ 134,758 respectively.

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

815-15 “Derivatives

Embedded Derivatives” (“Topic No.

815-15 requires the Company to bifurcate and separately

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

The Company is required

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

any unrealized change in fair value as a component

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

of results of operations.

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

NOTE 5 –

AND CONTINGENCIES

On October 16, 2019,

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

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

years ended December 31, 2021 and 2020, respectively.

5 – COMMITMENTS AND CONTINGENCIES

October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice.

Rent expense was approximately $ 10,591

and $ 3,239 for the years ended December 31, 2022 and 2021, respectively .

Employment Agreement

7 unchanged sentences

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.

1 unchanged sentence

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

NOTE 6 –

For the year ended

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

beginning in the year 2030.

The cumulative tax

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

SCHEDULE OF DEFERRED TAX ASSETS

6 – INCOME TAXES

the year ended December 31, 2022, the cumulative net operating loss carry-forward from continuing operations is approximately $ 25,604,413

and will expire beginning in the year 2030 .

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

31, 2022 and December 31, 2021:

OF DEFERRED TAX ASSETS

Deferred tax attributable to:

2 unchanged sentences

Net deferred tax assets

Due to the enactment

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

Note 7 –

STOCKHOLDERS’

The Company is authorized

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

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

shares of “blank check”

preferred stock with a par value of $ 0.0001 .

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

7 – STOCKHOLDERS’ EQUITY

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

The Company is also authorized

to issue 10,000,000 shares of “blank check” preferred stock with a par value of $ 0.0001 .

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

preferred stock:

The board of directors

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

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

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

On October 25, 2019,

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

On December 9, 2019,

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

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

On May 22, 2020, 4,000,000

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

There were 2,000,000

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

There are no other series of preferred stock outstanding

as of December 31, 2021.

During the year ended

December 31, 2018,

the Company’s Board of Directors approved a one to

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

The Company consolidated financial statements have

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

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

company common shares outstanding for $100,000.

During the year ended

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

notes payable.

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

4,000,000 shares of Series A Preferred Stock, 66,667 shares of Series B Preferred Stock, 2,000,000 shares of Series

C Preferred Stock, 40,000 shares of Series D Preferred Stock and 10,000 shares of Series E Preferred Stock.

October 25, 2019, 66,667 outstanding shares of Series B Preferred Stock was returned to the Company’s transfer agent and cancelled.

December 9, 2019, the Company exercised its right to redeem the 40,000 outstanding shares of Series D Preferred Stock by paying the holders

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

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

were 2,000,000 shares of Series C Preferred Stock issued and outstanding as of December 31, 2022.

There were 10,000 shares of Series E Preferred Stock

authorized and 0 outstanding as of December 31, 2022.

There are no other series of preferred stock outstanding as of December 31, 2022.

the year ended December 31, 2018,

the Company’s Board

of Directors approved a one to one thousand (1:1000) reverse stock split , which became effective July 9, 2018.

The Company consolidated

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

the Company entered into

a subscription agreement for 9.98 % of the company common shares outstanding for $ 100,000 .

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

of convertible notes payable.

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

of conversion of 866,361 .

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

During the first quarter

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

The fair market

value of the share issues accounted as expenses as follows:

SCHEDULE OF COMPENSATION AND SERVICES RENDERED

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

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

OF COMPENSATION AND SERVICES RENDERED

Management Fees

Professional Fees

Payment to obtain loan

Payment to management staff

Payment to subcontractor

During the second quarter

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

During the third quarter

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

The fair market value of the liabilities accounted as

additional paid in capital of $164,033.

During the year ended

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

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

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

proceeds to the Company of $200,000.

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

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

During the last quarter

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

both California limited liability companies.

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

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

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

The fair market value of the liabilities

accounted as additional paid in capital of $ 164,033 .

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

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

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

for gross proceeds to the Company of $ 200,000 .

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

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

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

Entourage LLC, both California limited liability companies.

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

of the Company.

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

During the year ended

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

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

and services rendered.

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

2 unchanged sentences

Payment to management staff

issued accounted as expense

NOTE 8 –

On July 20, 2020, the

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

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

Textmunication operates the Company’s SMS business activities.

The Company retained its cannabis operations based in Calabasas,

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

financial information.

the year ended December 31, 2022 the company issued a total 1,004,666 shares of common stock to management and vendors for compensation

and services rendered.

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

Professional Fees

8 – 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”).

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.

SCHEDULE OF DISCONTINUED OPERATIONS

OF DISCONTINUED OPERATIONS

Cost of revenues

Operating expenses

Income (loss) from operations

Loss from operations of discontinued operation

1 unchanged sentence

Gain (loss) from discontinued operations

NOTE 9 –

On January 28, 2022,

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

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

for an aggregate principal amount of $550,000.

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

The Purchase Agreements

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

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

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

Purchase Agreement of the same date.

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

On March 3, 2022, we

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

a Securities Purchase Agreement of the same date.

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

The maturity date for

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

We may prepay the Notes provided that

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

the then outstanding principal amount of this Notes,

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

pursuant to the Purchase Agreement.

All principal and accrued

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

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

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

the issue date, the Registration Conversion Price.

The “Registration Conversion Price”

shall mean 75% multiplied by the volume

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

Conversion Date.

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

deposit fees associated with each Notice of Conversion.

“Qualified Offering”

means any offer and sale by us of an original

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

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

In the event that by

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

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

Shares, Conversion Shares and Warrant Shares.

In connection with

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

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

In the event that there is no

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

exercise the Warrant using a cashless feature.

The Securities Purchase

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

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

$ ( 108,748 )

9 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 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.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

November 11, 2022, Boyle CPA, LLC resigned as our independent registered public accounting firm and we engaged Victor Mokuolu, CPA PLLC

as our independent registered public accounting firm.

The engagement of the Victor Mokuolu was approved by our Board of Directors.

information required by Item 304(b) of Regulation S-K concerning the above change in accounting firm is set forth in the Current Report

on Form 8-K we filed on November 14, 2022 with the SEC.

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 8. Financial Statements and Supplementary Data