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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 1033 added, 221 removed, 207 unchanged (86% of the section changed)

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

controls and procedures as of the end of the period covered by this annual report, being December 31, 2022.

This evaluation was carried

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

controls and procedures as of the end of the period covered by this Annual Report, December 31, 2023.

This evaluation was carried out

under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial

and Accounting Officer.

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

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

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

to allow timely decisions regarding required disclosure.

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

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

Exchange Act of 1934 is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial

and Accounting Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, including our Principal Executive Officer and Principal Financial and Accounting Officer, we have concluded that

our disclosure controls and procedures were ineffective as of the end of the period covered by this Annual Report.

Annual Report on Internal Control over Financing Reporting

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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.

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

Other Information

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Directors, Executive Officers and Corporate Governance

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

Geoffrey Selzer

Chairman and CEO

Pamela Kerwin

Chief Operating Officer

David Thielen

Chief Investment Officer and Director

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

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

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

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

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

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

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

Kerwin – Chief Operating Officer

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

As the Vice President and General Manager

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

a blockbuster studio.

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

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

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

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

Thielen – Chief Investment Officer and Board Member

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

Prior to joining Textmunication Holdings, Inc.

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

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

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

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

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

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

Morrison – President, Chief Executive Officer, Principal Accounting Officer and Director

Morrison is considered by many to be one of the leading personal care strategists in the world, as well as one of the top executives.

From August 2022 to March 2024, Mr.

Morrison served as CEO and a Director of Emergent Health Corp.

(“EMGE”), a publicly-traded

company involved in the health and wellness industry (symbol:

Morrison is currently CEO of Integrity Wellness Inc., a dynamic

company in the wellness and regenerative biologics space.

He has most recently been CEO of StarShop, which was the first celebrity-driven

video shopping app that was launched in a partnership with Sprint.

His track record of leadership and accomplishment in the personal

care products space has been unparalleled.

Morrison was President of L’Oréal for over nine years.

He was responsible

for many acquisitions, including both Redken and Matrix, and top-line growth that averaged over 20% during his tenure.

Prior to L’Oréal,

Morrison was President and CEO of Graham Webb, one of the most successful startups in the hair care space.

After leaving L’Oréal,

Morrison was CEO and owner of Sexy Hair Concepts for four years.

In 2006, Business Week Magazine wrote, “Over the last two

Morrison has had a profound impact on the American Beauty Industry.

In the industry’s history no other executive has

had the level of financial responsibility or breadth of organizational experience as Jim.

His devotion to, and success within the industry

is unmatched.”

Lipkins – Director

Lipkins served as Director of Business Development of EMGE from August 2023 through March 2024.

Lipkins has over 20 plus years

of venture capital, finance and sales experience.

For the last 14 years, he has focused on the anti-aging/wellness sector.

He has started

numerous successful enterprises in the regenerative medical space which have required multiple levels of expertise in business development

and strategic planning, as well as capital formation and executive management.

Lipkins is passionate about promoting anti-aging,

healthy lifestyle and bringing cutting edge regenerative medicine to the critical masses domestically and internationally.

companies from incubation to revenues to setting up for sale or other liquidity events.

Liberti – Director

Liberti served as COO of EMGE from August 2023 through March 2024.

As CEO and founder of Integrative Practice Solutions, Lance Liberti

brings a lifetime of experience and demonstrated excellence to the executive team.

After founding a nationwide healthcare advertising

agency in his collegiate years, Mr.

Liberti assumed the role of Chief Operating Officer of Spinal Aid Centers of America.

tenure he expanded the national franchise network from 67 to 162 locations and recognition as the #2 medical service franchise in the

world and the 91st fastest growing franchise of the new millennium (as rated by Entrepreneur Magazine in the 2007 Franchise 500 edition).

It was at this time that Mr.

Liberti suffered his own run-in with “bone-on-bone” contact osteoarthritis, the result of a

high school football injury and failed prior reconstructive knee surgery.

One of his Chiropractic clients introduced him to his father,

performing Hyalgan injections that saved his knee and eliminated the need for further surgical intervention.

Amazed by the miraculous

results and lack of awareness in the medical community that this treatment option even existed, Mr.

Liberti partnered with this physician

to open the first stand-alone Osteoarthritis specialty practice in southern NJ in 2009.

In this facility Mr.

Liberti co-developed the

now patented Advanced Arthritis Relief Protocol (AARP Program), as well as the patient marketing and administrative business practices

that drive the clinical and financial success of this protocol in the more than 200+ licensed locations in 40+ US states today.

Zimbler – Director

Zimbler has served as Vice President of Corporate Finance of EMGE since July 1, 2020;

he served as a Director of EMGE from November

2017 to November 2021.

From December 2017 until June 2019, he served as President and a director of the predecessor iteration of a public

company that is now Enzolytics, Inc., a drug development company.

In December 2016 he founded Emerging Growth Advisors, Inc., a consulting

firm providing advisory services related to mergers and acquisitions for corporations including us, where he has served as President

since its formation.

Prior to founding Emerging Growth Advisors, Inc., Mr.

Zimbler served in a managerial role at other consulting firms,

each specializing in mergers and acquisitions, roll-ups and turn-around work.

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

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the fiscal year ending December 31, 2023, the board of directors:

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.

and discussed the audited financial statements with management, and

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

independence.

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

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

and Exchange Commission.

financial statements for the year ended December 31, 2023, to be included in this Annual Report on Form 10-K and filed with the SEC.

16(a) Beneficial Ownership Reporting Compliance

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of December 31, 2023, we had not adopted a Code of Ethics.

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

adoption of a Code of Ethics.

We believe that the small number of board and management members do not yet

warrant the adoption of a Code of Ethics.

Executive Compensation

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ended December 31, 2023 and 2022.

Summary Compensation Table

Name and principal position

Geoffrey Selzer

Compensation Table

and principal position

and Secretary)

CEO and Director)

David Thielen

CIO and Director)

Chief Operating Officer)

Morrison did not become Chief Executive Officer of our company until March 2024.

to Summary Compensation Table

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

We did not have an employment agreement with Mr.

We have not yet entered into an employment agreement with, or otherwise compensated, our new President, Jim Morrison.

It is expected that, in the near future, we will enter into an employment agreement with Mr.

Morrison, the terms of which have not been

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

We did not have an employment agreement

Thielen at the time.

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 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.

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

set by the Board of Directors.

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

He can also receive equity shares through assigned revenue

and company milestones set by the Board of Directors.

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.

Selzer was announced as Chief Executive Officer of

the holding company.

He may request to terminate his

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

Should he terminate his employment

before two years, he will forfeit the right to earn any future milestone achievement benefits entirely regardless of how close the company

may be to achieving them.

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.

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

Selzer was announced as Chief

Executive Officer of the holding company.

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

Selzer controlling 51% of this amount.

Selzer controlling

51% of this amount.

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

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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.

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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officers as of December 31, 2023.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

EQUITY AWARDS AT FISCAL YEAR-END

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

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

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

Equity Incentive Plan Awards:

Exercise Price ($)

Expiration Date

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

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

Incentive Plan Awards:

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

Equity Incentive Plan Awards:

Incentive Plan Awards:

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

David Thielen

Geoffrey Selzer

This person resigned all positions with our company in March 2024.

Morrison did not become an officer of our company until March 2024.

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

OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

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

Geoffrey Selzer

David Thielen

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

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,

F Convertible Preferred Stock

the EMGE Acquisition, we acquired the EMGE Equity Interests for an equal number of shares of our to-be-designated Series F Convertible

Preferred Stock that shall convert into 93% of the common stock of our company on a fully-diluted basis, which is to say that the holders

of our common stock immediately prior to the consummation of the EMGE Acquisition will, upon the conversion of the Series F Convertible

Preferred Stock, own 7% of the then-outstanding shares of our common stock.

The shares of Series F Convertible Preferred Stock are currently

issuable to the EMGE Preferred Shareholders and are to be issued upon our filing of a Certificate of Designation with the State of Nevada.

table below under “Common Stock and Series C Preferred Stock” does not take into account the conversion rights of the Series

F Convertible Preferred Stock.

Stock and Series C Preferred Stock

following table sets forth, as of April 16, 2024, 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

One Marine Plaza, Suite 305A, North Bergen, New Jersey 04047.

C Preferred Stock

of Shares Owned

of Class (1)(2)

of Shares Owned

of Class (1)(2)

2,000,000 (3)

Directors and Executive Officers as a Group (4 persons)

2,000,000 (3)

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 96,179,058 shares of common stock outstanding and 2,000,000 shares of Series C Preferred Stock outstanding

as of April 16, 2024.

Morrison’s ownership of 100% of the Series C Preferred Stock provides Mr.

Morrison with voting control of our company.

Certain Relationships and Related Transactions, and Director Independence

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

March 14, 2024, Geoffrey Selzer, our former Chief Executive Officer and Director, and Jim Morrison, our current President and Director,

entered into a Securities Purchase Agreement (the “Control Agreement”), pursuant to which Mr.

Selzer sold all 2,000,000 outstanding

shares of the Company’s Series C Preferred Stock to Mr.

Morrison for $10.00 in cash.

Morrison now possesses voting control

of the Company.

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

Acquisition Transaction

February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the “Exchange Agreement”), with Emergent

Health Corp., a Wyoming corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class A Preferred

Stock and the Series C Convertible Non-Voting Preferred Stock (collectively, the “EMGE Equity Interests”).

March 14, 2024, the parties closed the Exchange Agreement.

At the closing of the Exchange Agreement:

(a) the EMGE Preferred Shareholders

exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company’s to-be-designated Series

F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series

F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are

to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada;

(b) the Company consummated the

Conveyance Agreement;

and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange

Agreement resigned and appointed four new members of the Company’s Board of Directors.

March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary

(the “Conveyance Agreement”) with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability

company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC

are referred to as the “Subsidiary”), and our former Chief Executive Officer and Director, Geoffrey Selzer.

Pursuant to the

Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr.

In consideration of our assignment of the Subsidiary,

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified

us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the

sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the

sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

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

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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.

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

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

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

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

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

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

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

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

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

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outstanding balances as of December 31, 2023, and December 31, 2022, are $70,099 and $38,500, 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.

The remaining balance as

of December 31, 2022, is due to Mr.

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

Principal Accounting Fees and Services

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Mokuolu, CPA PLLC

Financial Statements for the

Year Ended December 31

Audit Services

Audit Related Fees

Financial Statements for the

Statements for the

Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements Schedules

Financial Statements and Schedules

Statements and Schedules

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

Statements (See Item 8)

Stock Purchase Agreement (1)

Membership Interest Purchase Agreement (2)

Agreement of Conveyance (2)

Letter of Intent (11)

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)

Convertible Promissory Note (12)

Common Stock Purchase Warrant (12)

Convertible Promissory Note (13)

Common Stock Purchase Warrant (13)

Convertible Promissory Note (14)

Common Stock Purchase Warrant (14)

Exhibit Number

Purchase Agreement (1)

Interest Purchase Agreement (2)

of Conveyance (2)

of Intent (11)

Share Exchange Agreement, dated February 20, 2024 (incorporated by reference to Current Report on Form 8-K filed on February 26, 2024) ( 17)

Amendment to Share Exchange Agreement, dated March 4, 2024 (incorporated by reference to Current Report on Form 8-K filed on March 7, 2024) (18)

Amendment to Share Exchange Agreement, dated March 18, 2024 (incorporated by reference to Current Report on Form 8-K filed on March 20, 2024)

of Incorporation (3)

of Change (3)

of Amendment (4)

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

of Designation for Series E Preferred Stock (7)

of Amendment (8)

as amended (3)

Convertible Promissory Note (6)

Unsecured Convertible Promissory Note (10)

Promissory Note (12)

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)

Promissory Note (12)

Stock Purchase Warrant (12)

Promissory Note (13)

Stock Purchase Warrant (13)

Promissory Note (14)

Stock Purchase Warrant (14)

Promissory Note (15)

Stock Purchase Warrant (16)

Agreement and Release (1)

Agreement (1)

Agreement (2)

Purchase Agreement (6)

to Securities Purchase Agreement (9)

Purchase Agreement (12)

Purchase Agreement (16)

Conveyance Agreement, dated March 14, 2024 (incorporated by reference to Current Report on Form 8-K filed on March 20, 2024)

Securities Purchase Agreement, dated March 14, 2024 (incorporated by reference to Current Report on Form 8-K filed on March 20, 2024)

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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