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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-04-15 · 174 added, 117 removed, 254 unchanged (53% of the section changed)

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

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

Disclosure controls and procedures include controls

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

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

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

Management’s

Annual Report on Internal Control over Financing Reporting

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

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

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

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

for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that was enacted in 2010.

Other Information

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

Operating Officer

Investment Officer and Director

Geoffrey Selzer

Chairman and CEO

Pamela Kerwin

Chief Operating Officer

David Thielen

Chief Investment Officer and Director

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

Selzer –

Chief Executive Officer and Chairman

Selzer – Chief Executive Officer and Chairman

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

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

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

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

Kerwin –

Chief Operating Officer

Kerwin – Chief Operating Officer

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

As the Vice President and General Manager

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

a blockbuster studio.

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

Thielen –

Chief Investment Officer and Board Member

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

Thielen – Chief Investment Officer and Board Member

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

Prior to joining Textmunication Holdings, Inc.

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

manufacture doing $500 million in annual revenues.

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

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the fiscal year ending December 31, 2022, the board of directors:

and discussed the audited financial statements with management, and

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

independence.

upon the board of directors’

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

Reviewed and discussed

the audited financial statements with management, and

Reviewed and discussed

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

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

financial statements for the year ended December 31, 2022 to be included in this Annual Report on Form 10-K and filed with the Securities

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

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

of common stock and other equity securities of the Company.

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ended December 31, 2022 and 2021.

Summary Compensation Table

Name and principal position

Former President, Chairman, CEO and Director

Nick Miniello

Former VP of Sales

Geoffrey Selzer

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

We do not have an employment agreement with Mr.

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

Thielen an annual salary of $60,000.

On October 25, 2019,

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

We did not have an employment agreement with Mr.

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

Thielen an annual salary of $60,000 until October

25, 2019, when Mr.

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

Thielen now has

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

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set by the Board of Directors.

His initial term of employment is for two years.

He may request to terminate his employment contract and

forfeit all benefits and equity grants, if provided, with a 30-day notice.

Should he terminate his employment before two years, he will

forfeit the right to earn any future milestone achievement benefits entirely regardless of how close the company may be to achieving

However, should a change of control occur resulting in the sale of the business anytime within 9 months of termination, all milestone

achievements shall be deemed accomplished and all rights to the shares shall immediately vest prior to the close of such Change of Control

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

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

Selzer’s term of employment is for two years.

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

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

At the end of his employment

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

However, should a change

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

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

the end of his employment term, an option to continue employment at an annual contract or at-will employment will be available if agreed

upon by both parties.

The Company may not terminate his employment without Cause.

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

Kerwin’s salary is $120,000

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

Pamela Kerwin was announced as our Chief Operating Officer on October 25, 2019.

Kerwin’s salary is $120,000 annually and she

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

term of employment is for two years.

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OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

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

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

officers and directors as a group.

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

Calabasas, CA 91302.

Preferred Stock

following table sets forth, as of March 31, 2023, certain information as to shares of our common stock owned by (i) each person known

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

and directors as a group.

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

Series C Preferred Stock

Number of Shares

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

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

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

exercise of common shares purchase options or warrants.

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

outstanding as of April 14, 2022.

Pursuant to Rules 13d-3

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

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

common shares purchase options or warrants.

The percent of class is

based on 75,437,604 shares of common stock outstanding and 2,000,000 shares of Series C Preferred Stock outstanding as of March 31,

Certain Relationships and Related Transactions, and Director Independence

than described below or the transactions described under the heading “Executive Compensation”

(or with respect to which such

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

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

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

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

to the Separation Agreement, Mr.

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

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

Asefi’s

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

employment agreement with the Company.

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

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

Asefi further

released the Company of all claims.

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

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

The parties to the Separation Agreement

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

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

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

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

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

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

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

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

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

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

$12,500 when the initial

$250,000 is raised by the Company;

$12,500 when a total of

$500,000 is raised by the Company;

$10,000 when a total of

$750,000 is raised by the Company;

$35,000 when a total of

$1,750,000 is raised by the Company;

$35,000 when a total of

$2,750,000 is raised by the Company;

$35,000 when a total of

$3,750,000 is raised by the Company;

$35,000 when a total of

$4,750,000 is raised by the Company;

$25,000 when a total of

$5,750,000 is raised by the Company.

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

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outstanding balances as of December 31, 2022 and December 31, 2021 are $38,500 and $45,000 respectively.

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.

Principal Accounting Fees and Services

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

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

Mokuolu, CPA PLLC

Financial Statements for the

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Audit Services

Audit Related Fees

Financial Statements for the

Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements Schedules

Statements and Schedules

Financial Statements and Schedules

following financial statements and schedules listed below are included in this Form 10-K.

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Stock Purchase Agreement (1)

Interest Purchase Agreement (2)

of Conveyance (2)

Membership Interest Purchase Agreement (2)

Agreement of Conveyance (2)

Letter of Intent (11)

of Incorporation (3)

of Change (3)

of Amendment (4)

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

of Designation for Series E Preferred Stock (7)

of Amendment (8)

as amended (3)

Convertible Promissory Note (6)

Articles of Incorporation (3)

Certificate of Change (3)

Certificate of Amendment (4)

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

Certificate of Designation for Series E Preferred Stock (7)

Certificate of Amendment (8)

Bylaws, as amended (3)

Secured Convertible Promissory Note (6)

8% Unsecured Convertible Promissory Note (10)

Promissory Note (12)

Stock Purchase Warrant (12)

Promissory Note (13)

Stock Purchase Warrant (13)

Convertible Promissory Note (12)

Common Stock Purchase Warrant (12)

Agreement and Release (1)

Agreement (1)

Agreement (2)

Purchase Agreement (6)

to Securities Purchase Agreement (9)

Purchase Agreement (12)

Common Stock Purchase Warrant (12)

Convertible Promissory Note (13)

Common Stock Purchase Warrant (13)

Convertible Promissory Note (14)

Common Stock Purchase Warrant (14)

Convertible Promissory Note (15)

Promissory Note (16)

Common Stock Purchase Warrant (16)

Separation Agreement and Release (1)

Voting Agreement (1)

Employment Agreement (2)

Securities Purchase Agreement (6)

Addendum to Securities Purchase Agreement (9)

Securities Purchase Agreement (12)

Securities Purchase Agreement (16)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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