What changed in this filing

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Item 9A. Controls and Procedures

2025-06-10 compared with 2024-04-16 · 583 added, 614 removed, 626 unchanged (66% of the section changed)

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

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

Zimbler – Director

Zimbler has served as the Registrant’s Director and Vice President of Corporate Finance since March 2024.

Since July 1, 2020;

served as a Director of Emergent Health Corp.

(“EMGE”) from November 2017 to November 2021.

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

Since October 2024, he is the managing partner of LB Equity Advisors, Inc., a consulting company.

In December 2016 he founded

Emerging Growth Advisors, Inc., a consulting firm providing advisory services related to mergers and acquisitions for corporations including

Prior to founding LB Equity Advisors, Inc., and Eocine Management 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.

Lucas serves as Chairman and Managing Partner of The Lucas Group, a strategy consulting firm that he founded in 1991, focused on

the specialized needs of private equity investors and their portfolio companies.

Previously, Jay served as Vice President and Partner

of Bain & Company.

Over the past twenty years has helped numerous executives, investors and management teams set their strategic

direction and grow their businesses.

In addition, Jay is the founder and currently serves as Managing Partner of LB Equity, a fund that

invests in small growing brands in the beauty sector - skincare, haircare and cosmetics - then applies expertise to help them grow and

create value.

LB Equity currently has investments in nine portfolio brands sourced from around the world and marketed in major retail

channels throughout the United States.

addition to his business activities, Jay has been actively involved in politics and government.

From 1974 to 1978, he was elected and

served two terms as a member of the New Hampshire House of Representatives where he was a member of the House Judiciary Committee.

1998, Jay ran for Governor, winning the Republican primary and then serving as his party’s nominee in the general election which

he subsequently lost to the then incumbent Governor.

Carpenter , MBA;

Consultant, Adjunct Professor, Media Personality, Carpenter played linebacker for the Ohio State Buckeyes from 2002-2005

and was a National Champion, Two-time Big Ten Champion and selected to the 3rd Team AP All-America Team.

In 2005 Carpenter starred with

his teammates Anthony Schlegel and A.J.

Hawk to form what many have considered the greatest linebacker trio in college football history.

Upon his graduation in 2006 with a degree in Economics, Bobby was selected 18th in the NFL draft by the Dallas Cowboys.

During his career

Bobby completed intensive Business Programs at both Kellogg School of Management and the Warton School of Business.

4 seasons with the Cowboys and 3 more spread across the Dolphins, Lions, and Patriots, he retired from the NFL and began his pursuit

After being accepted to Wharton and other distinguished programs, Bobby elected to stay in Columbus and attend the nationally

recognized Fisher College of Business.

Bobby graduated with his MBA in 2015 with a specialization in Finance and Real Estate.

always been involved in the business community in Central Ohio.

He is an active real estate investor with holdings throughout the region

as well as several operating companies that vary from hospitality to the service industry to Oil & Gas.

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.

Morrison –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.

22 unchanged sentences

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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ended December 31, 2023 and 2022.

Compensation Table

and principal position

and Secretary)

CEO and Director)

CIO and Director)

Chief Operating Officer)

Summary Compensation Table

Name and principal position

Jim Morrison (1)

(President and Secretary)

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

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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 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.

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 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 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

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.

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 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.

She may request to terminate her employment contract and forfeit all benefits and equity grants,

if provided, with a 30-day notice.

Should she terminate her employment before two years, she 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.

Equity Awards at Fiscal Year-End

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officers as of December 31, 2024.

EQUITY AWARDS AT FISCAL YEAR-END

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

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:

Number of Securities Underlying Unexercised Unearned Options (#)

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:

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:

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

Incentive Plan Awards:

Equity Incentive Plan Awards:

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

Geoffrey Selzer (1)

Jim Morrison (2)

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

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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)

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.

Series C Preferred Stock

Number of Shares Owned

Percent of Class (1)(2)

Number of Shares Owned

Percent of Class (1)(2)

2,000,000 (3)

Directors and Executive Officers as a Group (4 persons)

Lance Liberti

All Directors and Executive Officers as a Group (4 persons)

2,000,000 (3)

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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.

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.

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 – as follows:

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

USD to $142,500 USD.

In addition to the earlier payments made to Mr.

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

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

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

The final payment on August 11, 2021

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.

As of December 31, 2022, the Company made all of its required payments to Mr.

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

Principal Accounting Fees and Services

2 unchanged sentences

Mokuolu, CPA PLLC

Statements for the

Year Ended December 31

Financial Statements for the Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements Schedules

2 unchanged sentences

Statements (See Item 8)

Exhibit Number

Purchase Agreement (1)

Interest Purchase Agreement (2)

of Conveyance (2)

of Intent (11)

Stock Purchase Agreement (1)

Membership Interest Purchase Agreement (2)

Agreement of Conveyance (2)

Letter 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)

1 unchanged sentence

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)

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)

Promissory Note (14)

Stock Purchase Warrant (14)

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)

Convertible Promissory Note (15)

Promissory Note (16)

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)

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)

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

4 unchanged sentences

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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

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

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

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

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

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

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

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

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

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

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

Incorporated 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 8, 2022.

Incorporated by reference to the Current Report on Form 8-K filed on July 1, 2022.

Incorporated by reference to the Current Report on Form 8-K filed on September 20, 2022.

Incorporated by reference to the Current Report on Form 8-K filed on February 26, 2024.

Incorporated by reference to the Current Report on Form 8-K filed on March 7, 2024.

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XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

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.

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

by reference to the Current Report on Form 8-K filed on July 1, 2022.

by reference to the Current Report on Form 8-K filed on September 20, 2022.

by reference to the Current Report on Form 8-K filed on February 26, 2024.

by reference to the Current Report on Form 8-K filed on March 7, 2024.

Form 10-K Summary

5 unchanged sentences

Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

Bobby Carpenter

Lance Liberti

TO FINANCIAL STATEMENTS

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

of Independent Registered Public Accounting Firm (PCAOB ID No.

Balance Sheets at December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

to Financial Statements

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

F-1 Report of Independent Registered Public Accounting Firm (PCAOB ID No.

F-2 Consolidated Balance Sheets as of December 31 , 2024 (unaudited)

F-3 Consolidated Statements of Operations for the Year Ended December 31, 2024 (unaudited) and 2023 (unaudited)

F-4 Consolidated Statement of Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 and 2023 (unaudited)

F-5 Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and 2023 (unaudited)

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

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

In the opinion of management, all adjustments considered

necessary for a fair presentation have been included.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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have served as the Company’s auditor since 2023.

Balance Sheets

and cash equivalents

to Pegasus Specialty Vehicles LLC

RESONATE BRANDS, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024

December 31, 2023

Current assets:

AND STOCKHOLDERS’ DEFICIT

payable and accrued liabilities

to related parties

notes payable

promissory note

Cash and cash equivalents

Accounts receivable, net

Advances to Pegasus Specialty Vehicles, LLC

Loan receivable

Total current assets

Fixed assets:

Fixed assets, net

Total fixed assets

Other assets:

Total other assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Stockholders’

B - Preferred stock, 66,667 shares authorized, $ 0.0001 par value, 0 issued and outstanding

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

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

Accounts payable and accrued liabilities

Loans payable, related parties

Notes payable, net of discount

Notes payable, related parties

Notes payable

Convertible notes payable

Derivative liability

Total current liabilities

Shareholders’ Deficit:

Series B Preferred Stock, $ 0.0001 par value;

66,667 shares authorized;

0 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Series C Preferred Stock, $ 0.0001 par value;

2,000,000 shares authorized;

2,000,000 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Series D Preferred Stock, $ 0.0001 par value;

40,000 shares authorized;

40,000 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Preferred Stock, value

$ 0.0001 par value;

Common stock, $ 0.0001 par value;

200,000,000 shares authorized;

86,623,596 and 75,437,604 shares issued and outstanding

subscription receivable

paid-in capital

110,401,280 and 86,623,596 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Additional paid-in capital

Common stock issuable

Stock subscription receivable

Accumulated deficit

( 28,869,611 )

( 26,736,403 )

stockholders’ deficit

Total shareholders’ deficit

$ ( 3,199,579 )

( 2,135,572 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Statements of Operations

the Year Ended

and administrative

and professional

cash management fees

Total liabilities and shareholders’ deficit

accompanying notes to consolidated financial statements.

RESONATE BLENDS, INC.

Consolidated Statements of Operations

For the Year Ended December 31, 2024

For the Year Ended December 31, 2023

Cost of Goods Sold

Gross Profit (Loss)

Operating expenses:

General and administrative

Sales commissions

Legal and professional

Research and development

Total operating expenses

Loss from operations

( 1,697,626 )

INCOME (EXPENSES)

(loss) on change in derivative liability

of issuance costs

(loss) on settlement of notes payable

on investment

operating income (expense)

Other income (expense):

Interest expense

Commission income

Gain on disposal of Resonate Blends

Gain (loss) on investment

Gain (loss) on change in derivative liability

Amortization of issuance costs

Gain (loss) on conversion of debt

Gain (loss) on settlement of notes payable

Total other income (expense)

( 1,016,756 )

INCOME (LOSS)

$ ( 2,133,208 )

(LOSS) PER SHARE- basic and diluted

AVERAGE SHARES OUTSTANDING

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

Statement of Stockholders’ Deficit

Stock Series A

Stock Series C

December 31, 2021

$ ( 1,415,979 )

Net loss per share - basic and diluted

Weighted average shares outstanding - basic

accompanying notes to consolidated financial statements.

RESONATE BLENDS, INC.

Statement of Stockholder’s Equity (Deficit)

For the Period from December 31, 2022 to December

Preferred Stock Series A Shares

Preferred Stock Series A Amount

Preferred Stock Series C Shares

Preferred Stock Series C Amount

Common Stock Shares

Common Stock Amount

Additional Paid-in Capital

Common Stock Issuable

Subscription Receivable

Earnings (Deficit) Accumulated

Balance, December 31, 2022

$ ( 261,059 )

of common stock in private placement

of common stock for debt conversions

issuance for services

$ ( 25,320,424 )

$ ( 1,146,730 )

Reclassification of convertible debt

Exercise of warrants

Stock issuance for services

Issuance of common stock for commitment fees

Recognition of stock issued for services

Issuance of common stock in private placement

Conversion of convertible debt

Net loss, December 31, 2023

( 1,415,979 )

Balance, December 31, 2023

3 unchanged sentences

$ ( 261,059 )

Reclassification

of convertible debt

Exercise of warrants

issuance for services

of common stock for commitment fees

of stock issued for services

of common stock in private placement

of convertible debt

$ ( 26,736,403 )

$ ( 2,135,572 )

income (loss)

Stock issuance for services

Conversion of convertible debt

Settlement of derivative liabilities

Net loss, December 31,2024

( 2,133,208 )

December 31, 2023

( 2,133,208 )

Balance, December 31, 2024

$ ( 261,059 )

2 unchanged sentences

$ ( 261,059 )

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

Statements of Cash Flows

the Years Ended

Flows from Operating Activities

income (loss)

$ ( 28,869,611 )

to reconcile net income (loss) to net cash used in operations

on derivative liability

$ ( 3,199,579 )

cash interest expense

on settlement of notes payable

professional fees/ compensation

and amortization

subscription receivable

on investment

in operating assets and liabilities

payable and accrued expenses

to related party

cash provided by (used in) operating activities

See accompanying notes to consolidated financial statements.

RESONATE BLENDS, INC.

Condensed Consolidated Statements of Cash Flows

For the Year Ended December 31, 2024

For the Year Ended December 31, 2023

Cash flows from operating activities

$ ( 2,133,208 )

Flows from Investing Activities

on acquisition of Pegasus Specialty Vehicles LLC

cash provided by (used in) investing activities

Flows from Financing Activities

from issuance of convertible notes

from subsription

from private placement

from warrant exercise

of related party advances

of convertible notes

cash provided by (used in) financing activities

increase (decrease) in cash

beginning of year

cash flow disclosures

paid for interest

paid for taxes

investing and financing activities

of debt for common stock

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

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 and 2022

1 – BASIS OF PRESENTATION AND GOING CONCERN

$ ( 1,415,979 )

Adjustments to reconcile net loss to net cash used in operating activities:

Accrued interest, notes payable

Gain on derivative liability

Loss on settlement of notes payable

Share professional fees/compensation

Loss (Gain) on disposal of investment

Gain on disposal of subsidiary

Depreciation and amortization

Changes in operating assets and liabilities:

Other receivables

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,029,062 )

Cash flows from investing activities

Deposits on acquistions

Net cash provided by investing activities

Cash flows from financing activities

Payments to loans payable, related parties

Payments to convertible note payable

Proceeds from warrant exercise

Proceeds from loans payable, related parties

Proceeds from notes payable

Proceeds from convertible notes payable

Proceeds from issuance of common stock

Net cash provided by financing activities

Net increase (decrease) in cash

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

Non-cash investing and financing information:

Conversion of debt for common stock

See accompanying notes to consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

formerly Textmunication Holdings, Inc.

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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.

Brock International Inc., and in March of 1998, the Company again changed its’ 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.

on the OTC Disclosure & News Service in 2008.

The Company again changed its name to FSTWV, Inc.

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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.

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.

October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with

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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.

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.

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.

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”)

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

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

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

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

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.

(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

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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.

cancel 20,000 shares of common stock in the Company and to assume and cancel all liabilities relating to the Company’s former business.

December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its

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new business focus.

June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability

company, and Pegasus Specialty Holdings LLC, an Ohio limited liability company (collectively “Pegasus”) and wholly-owned

subsidiary of the Company.

On December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company

that the Agreement and Plan of Merger has been terminated.

March 14, 2024, Geoffrey Selzer, the Company’s former Chief Executive Officer and Director, and Jim Morrison, the Company’s

past President and Director, entered into a Securities Purchase 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.

February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended, 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.

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

At the closing of the Exchange

(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

(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.

August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the “Reformation Agreement”) with EMGE

and the EMGE Preferred Shareholders.

The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders

having independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences

that were unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement

from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the

“Reformation”).

Effecting the Reformation produced the following actions (the “Reformation Actions”):

the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded.

Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”):

of the capital stock of Evolutionary Biologics, Inc.;

of the capital stock of Apollo Biowellness, Inc.;

of the capital stock of Nanosthetic, Inc.;

of the capital stock of Nanogistics, Inc.

addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

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

with two of the Company’s then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage

Labs, LLC, a California limited liability company, and our former Chief Executive Officer and Director, Geoffrey Selzer.

the Conveyance Agreement, the Company assigned its’ ownership in the Subsidiary to Mr.

In consideration of our assignment

of the Subsidiary, Mr.

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

agreed to pay the Company (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.

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, 2023 and 2022.

Reclassifications

reclassifications have been made to the December 31, 2022 classifications to make them comparable to December 31, 2023.

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.

The Company had an accumulated deficit of $ 26,736,403 at December 31, 2023, had a working capital deficit of

$ 2,150,975 and $ 1,170,940 at December 31, 2023 and December 31, 2022, respectively, had a net loss of $ 1,415,979 and net income $ 653,627

for years ended December 31, 2023 and 2022, respectively.

accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted

in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited

financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation

of financial position and the results of operations for the period presented have been reflected herein.

Notes to the financial statements

which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period,

as reported in the Form 10-K, have been omitted.

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, 2024, the Company has an accumulated deficit of $ 28,869,611 .

The company’s ability to continue as a going concern

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All intercompany transactions and balances have been eliminated.

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

Company considers all highly liquid instruments purchased with a 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, 2023 and 2022 no cash balances exceeded the federally

insured limit.

receivable and allowance for doubtful accounts

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collection information and existing economic conditions.

As of December 31, 2023, and 2022 there’s no allowance for doubtful

accounts and bad debts.

As of December 31, 2024, and 2023, there’s no allowance for doubtful accounts

and bad debts.

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the

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is generally recognized upon purchase of products by customers.

sells ingestible and topical products to retail customers across the United States of America.

The Company’s standard delivery

method is “free on board” shipping point.

Consequently, the Company considers control of products to transfer at a single

point in time when control is transferred to the customer, which is generally when products are shipped in accordance with an agreement

or purchase order.

Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the

The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgement

as the contract with the customer.

For each contract, the Company considers the promise to transfer products to be the identified performance

The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in

exchange for monetary consideration from the customer.

Sales taxes the Company collects concurrent with revenue-producing activities

are excluded from revenue.

is deferred when the Company receives payment under a contract with a customer prior to satisfying its performance obligation.

majority of orders are processed and shipped immediately upon receipt of payment, it is rare that revenue is deferred.

There was no deferred

revenue as of December 31, 2024 and 2023.

payment terms – The Company’s contracts with its customers state the final terms of the sale, including the description,

quantity, and price of each product purchased.

Payments are typically due prior to delivery.

Since the customer agrees to a stated rate

and price in the contract that do not vary over the contract, the Company’s contracts do not contain variable consideration.

factors - The Company’s revenues and accounts receivable are derived primarily from the United States with no particular concentration

in any industry.

Sales revenue is impacted by overall economic conditions, as there are fewer sales when the Company’s customers

are impacted by negative economic conditions.

Returns, refunds, and warranties – The Company has a 30-day return policy on all

As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to December 31,

2024, and 2023, were not material.

Value of Financial Instruments

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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, 2024, and 2023.

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

of December 31, 2023

of December 31, 2022

As of December 31, 2024

Derivative Liabilities

As of December 31, 2023

Derivative Liabilities

is stated at the lower of cost or net realizable value.

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a deposit has been received.

At December 31, 2023, the Company determined its’ inventory was not saleable.

As such, a charge of

$ 100,883 was charged off to Cost of Revenue in the Statement of Operations.

income (loss) per Common Share

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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

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.

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

asset acquired under $ 1,000 are

charge to operations.

of the assets, which range from three 3 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 policies capitalize 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.

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

expenses are expensed as incurred.

The Company incurred $ 23,772 and $ 378,706 in advertising expenses for the years ended December

31, 2023 and 2022, respectively.

Accounting Pronouncements

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.

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.

3 – RELATED PARTY TRANSACTIONS

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These advances are non-interest bearing and payable upon demand.

the year 2023, a total of $ 28,750 in payments were made to senior management of the Company, which included Geoffrey Selzer, David Thielen

and Pam Kerwin.

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

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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.

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following as of December 31, 2023, and December 31, 2022:

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.

NOTE 4 - CONVERTIBLE NOTE PAYABLE

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

notes face value

Convertible notes payable consists of the following as of December 31, 2024, and 2023:

December 31, 2024

December 31, 2023

Convertible notes face value

Debt issuance cost

convertible notes

December 31, 2022, $ 200,000 of the convertible notes was an 8 % Unsecured Convertible Promissory Note from an investor issued

March 5, 2021.

The note has an automatic conversion into equity on the maturity date, which was July 3, 2022 , or if a Qualified

Financing (QF) of $ 5,000,000 is achieved, whichever occurs first.

Net convertible notes

December 31, 2022, $ 200,000 of the convertible notes was an 8 % Unsecured Convertible Promissory Note from an investor issued March 5,

The note has an automatic conversion into equity on the maturity date, which was July 3, 2022 , or if a Qualified Financing (QF)

of $ 5,000,000 is achieved, whichever occurs first.

The maturity date pricing is $0.10.

A QF converts into equity

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

On July 10, 2023, the note was converted to

3,282,219 shares of common stock.

A QF converts into equity at the lesser of $1.00

or 75% of the average selling price of the aggregate offering.

On July 10, 2023, the note was converted to 3,282,219 shares of common

the year ended December 31, 2022, the Company entered into Securities Purchase Agreements with five accredited investors, pursuant to

which we issued and sold to the investors convertible promissory notes with a total principal amount of $ 715,000 .

We received $ 650,000 from

the Notes after applying the original issue discount to the Notes.

We received $ 650,000

from the Notes after applying the original issue discount to the Notes.

The Securities Purchase Agreements also included 812,500 warrants

with a 5 year life and exercise price of $ 0.40 and 650,000 commitment shares.

These notes have a Fixed Conversion Price

or, at the option of the Holder in the event that the Borrower fails to complete a Qualified Offering before the five (5) month anniversary

of the Issue Date, the Registration Conversion Price.

These notes have a Fixed Conversion Price or, at the option

of the Holder in the event that the Borrower fails to complete a Qualified Offering before the five (5) month anniversary of the Issue

Date, the Registration Conversion Price.

The “Fixed Conversion Price” shall mean $ 0.15 per share.

“Registration Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%).

Price” means 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 “Registration

Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%).

“Market Price”

means 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 Company is currently working with each of the accredited investor on payoff options.

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a Securities Purchase Agreement of the same date.

The Company received $ 128,500 from the Note after applying the original issue

discount to the Note.

The Company received $ 128,500 from the Note after applying the original issue discount

During the year ended December 31, 2023, the Company repaid the entire note.

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

The note is convertible at a Variable Conversion

Price shall equal the volume weighted average trading price (i) during the previous twenty (20) Trading Day period ending on the date

of issuance of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date.

The note is convertible at a Variable Conversion Price

shall equal the volume weighted average trading price (i) during the previous twenty (20) Trading Day period ending on the date of issuance

of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date.

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

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this amendment, we issued AJB 3,000,000 shares (“extension shares”) of common stock.

The Company can redeem certain

shares if all principal and interest is repaid in full prior to the new maturity date.

The Company can redeem certain shares

if all principal and interest is repaid in full prior to the new maturity date.

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.

the year ended December 31, 2023, the Company issued 5 convertible promissory notes totalling $ 457,500 ,

net of debt issuance costs of $ 37,500 .

the year ended December 31, 2023, the Company issued 5 convertible promissory notes totaling $ 457,500 , net of debt issuance costs of

At December 31, 2023, the balance of the notes were $ 453,125 , net of unamortized discount.

These notes are convertible into common

stock into the next funding round expected to be priced at $ .08 per

share issued in a Series Preferred with a 4 %

coupon payable until the Preferred is converted into common stock.

cash Warrant with 50 %

coverage priced at $ .25 is

also available as part of this conversion.

A total of 6,243,000 commitment

shares and 250,000 warrants

This Note has a personal guarantee for the full principal amount to Resonate Blends, Inc.

by Darshan Vyas, Principal of

These notes are convertible into

common stock into the next funding round expected to be priced at $ .08 per share issued in a Series Preferred with a 4 % coupon payable

until the Preferred is converted into common stock.

A 2 - year cash Warrant with 50 % coverage priced at $ .25 is also available as part

of this conversion.

A total of 6,243,000 commitment shares and 250,000 warrants issued.

This Note has a personal guarantee for the full

principal amount to Resonate Blends, Inc.

by Darshan Vyas, Principal of Pegasus.

Resonate Blends, Inc.

in return will guarantee the Lender.

November 11, 2023, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 80,000 under

a Securities Purchase Agreement of the same date.

The Company received $ 75,000 from the Note after applying the original issue discount

The note can be converted 6 months after issuance into common stock at a variable conversion price of 73 % of the market

price, the market price being the average of the 3 lowest trading prices over the prior 10 days.

of December 31, 2023 and 2022, accrued interest payable on notes payable was $ 322,040 and $ 265,480 , respectively.

November 11, 2023, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 80,000

under a Securities Purchase Agreement of the same date.

The Company received $ 75,000 from the Note after applying the original issue

discount to the Note.

The note can be converted 6 months after issuance into common stock at a variable conversion price of 73 % of the

market price, the market price being the average of the 3 lowest trading prices over the prior 10 days.

March 2024, the Company obtained a loan from AJB Capital Investments, LLC (“AJB”) which netted the Company $ 252,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “AJB Note”), with OID of $ 28,000 ,

bearing interest at 12 % per annum, with principal and interest payable on September 4, 2024.

The Company has the right to repay the AJB

Note at any time.

Should the Company be in default, which shall not have been cured, the AJB Note is convertible into shares of the Company’s

common stock at a conversion price that shall equal the volume weighted average trading price (a) during the previous 20 trading-day

period ending on the date of issuance of the AJB Note or (b) during the previous 20 trading-day period ending on the relevant conversion

date, whichever is lower.

AJB Note is secured by all assets of the Company.

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

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of results of operations.

The Company values the embedded derivatives using the Binomial pricing model.

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

March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the Company $ 250,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “Vollintine Note”), with OID

of $ 30,000 , bearing interest at 12 % per annum, with principal and interest payable on September 29, 2024.

The Company has the right to

repay the Vollintine Note at any time.

The Vollintine Note is convertible at any time and from time to time into shares of the Company’s

common stock at a conversion price that shall equal to $.035 per share;

provided, however, that, upon an event of default, the conversion

price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending

on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever

Vollintine Note is unsecured.

addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase

7,200,000 shares of our common stock, with a nominal exercise price of $ .00001 per share.

The Vollintine Warrant may be exercised on

a cashless basis, As further consideration for Vollintine’s purchasing the Vollintine Note, the Company entered into a make-whole

agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine’s sales of the common

stock underlying the Vollintine Warrant.

5 – DERIVATIVE LIABILITIES

3 unchanged sentences

the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting

Company used the Binomial pricing model at December 31, 2023 and Black-Scholes pricing model at December 31, 2022 to estimate the fair

value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following

Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on

both the commitment date and the remeasurement date with the following inputs:

SCHEDULE OF DERIVATIVE LIABILITIES

interest rate

term (in years)

dividend rate

December 31, 2024

December 31, 2023

Exercise price

Expected volatility

Risk-free interest rate

Expected term (in years)

Expected dividend rate

Derivative liabilities measurement

6 – SENIOR PROMISSORY NOTE

5 unchanged sentences

Company received $ 435,000 from the Senior Promissory Note after applying the original issue discount and commissions and fees.

proceeds were utilized as a deposit on the Company’s acquisition of Pegasus Specialty Vehicles, LLC (See Note 7).

were utilized as a deposit on the Company’s acquisition of Pegasus Specialty Vehicles, LLC (See Note 7).

maturity date for repayment of the Senior Promissory Note is September 20, 2023 and bears interest at 15 % per annum starting 60 days

5 unchanged sentences

an additional 330,000 commitment shares due to the Senior Promissory Note not being prepaid at 60 days as required in the SPA.

The Company is currently working with investor to address the entire Note payoff.

is currently working with investor to address the entire Note payoff.

the agreements, the Company agreed to certain restrictive covenants, including a restriction on borrowing and a most favored nation clause

1 unchanged sentence

June 20, 2023, the Company and Pegasus Specialty Vehicles, LLC entered into a Loan and Security Agreement whereby the Company lent to

Pegasus the principal amount of $ 575,000 secured by all of the Pegasus’ assets, but subordinate to the security interest of

accredited investor and another lender of Pegasus.

November 12, 2023, the Company and the accredited investor agreed to amend the original Note dated June 16, 2023.

The amendment increased

the Note amount from $ 575,000 to $ 600,000 and also called for the Company to issue an additional 420,000 shares to extend the maturity

date of the Note.

Pegasus the principal amount of $ 575,000 secured by all of the Pegasus’ assets, but subordinate to the security interest of accredited

investor and another lender of Pegasus.

7 – AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC

5 unchanged sentences

At Closing of the Merger, the issued and outstanding common shares of Pegasus

will automatically be converted into the right to receive an aggregate of 623,500 shares of Series AA Preferred Stock of the

will automatically be converted into the right to receive an aggregate of 623,500 shares of Series AA Preferred Stock of the Company.

Company, Pegasus, and Pegasus Sub have each made various representations and warranties and agreed to certain covenants in the Merger

3 unchanged sentences

in all of Pegasus’ assets on the $ 575,000 loan, subordinate to other security interests as to the same collateral.

received $ 500,000 from the Note after applying the Original Issue Discount (OID), $ 30,000 of which was used to pay commission

to a broker as placement agent, $ 30,000 was paid to the lender for its legal fees and $ 5,000 for a due diligence fee paid to

The balance was tendered to the Company to lend to Pegasus under a Loan and Security Agreement as described below.

of the Merger was subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, Pegasus, or both of various

received $ 500,000 from the Note after applying the Original Issue Discount (OID), $ 30,000 of which was used to pay commission to a broker

as placement agent, $ 30,000 was paid to the lender for its legal fees and $ 5,000 for a due diligence fee paid to the lender.

was tendered to the Company to lend to Pegasus under a Loan and Security Agreement as described below.

of the Merger is subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, Pegasus, or both of various

For Pegasus, these conditions include, without limitation, (i) an agreeable plan to spin out the existing Company cannabis

22 unchanged sentences

December 31, 2024, Pegasus owed the Company $ 970,000 of funds raised by the Company and advanced to Pegasus.

8 – COMMITMENTS AND CONTINGENCIES

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

Rent expense was approximately

$ 5,912 and $ 10,591 for the years ended December 31, 2023 and 2022, respectively.

Employment Agreement

October 25, 2019 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 ;

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

salary of $ 120,000 ;

(iii) David Thielen as Chief Investment Officer (CIO) of the Company with an annual salary of $ 120,000 .

All 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 and CIO without cause

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

These agreements were suspended during the three months ended

March 31, 2023.

9 – INCOME TAXES

December 31, 2023, the cumulative net operating loss carry-forward from continuing operations is approximately $ 26,000,000 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, 2023 and December 31, 2022:

SCHEDULE OF DEFERRED TAX ASSETS

tax attributable to:

Operating loss carry over

deferred tax assets

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 %.

8 – SHARE EXCHANGE AGREEMENT

February 26, 2024, the Company 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 (the EMGE Equity Interests).

On 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 (the Exchange Shares) 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 .

August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the Reformation Agreement) with EMGE and the EMGE

Preferred Shareholders.

The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders having

independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were

unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement from a

share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the

Reformation).

Effecting the Reformation produced the following actions (the Reformation Actions):

the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded.

Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”):

of the capital stock of Evolutionary Biologics, Inc.;

of the capital stock of Apollo Biowellness, Inc.;

of the capital stock of Nanosthetic, Inc.;

of the capital stock of Nanogistics, Inc.

addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

9 – 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:

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.

were 2,000,000 shares of Series C Preferred Stock issued and outstanding as of December 31, 2023 and 2022.

were 10,000 shares of Series E Preferred Stock authorized and 0 outstanding as of December 31, 2023 and 2022.

other series of preferred stock outstanding as of December 31, 2023 and 2022.

the year ended December 31, 2024, the Company issued the following shares of common stock:

Company issued 1,273,273 shares of common stock for the exercise of a warrant for proceeds of $ 30,000 ;

Company issued 250,000 shares of common stock under a consulting agreement with a 1 year term.

The shares were valued at $ 14,250 ,

the fair value at the issuance date.

Of this amount, $ 9,487 was recognized during the year ended December 31, 2023.

Company issued a total of 6,243,000 shares of common stock as commitment fees under borrowing agreements.

The Company recognized

$ 382,077 in expenses, the fair value of the common stock on the issuance dates.

Company issued 137,500 shares of common stock for $ 10,000 in a private placement.

Company issued a total of 3,282,219 shares of common stock as to convert a convertible note of $ 200,000 and accrued interest

of $ 42,228 .

the year ended December 31, 2022, the Company issued the following shares of common stock:

Company issued 1,004,666 shares of common stock for services for $ 211,050 .

Company issued 6,636,985 shares of common stock for $ 243,917 in private placements.

Company issued a total of 22,749,316 shares of common stock as to convert convertible notes and accrued interest of $ 1,846,607 .

Company issued a total of 9,555,462 shares of common stock as to convert a convertible note and accrued interest of $ 306,985 .

Company issued a total of 4,222,222 shares of common stock as to convert a convertible note of $ 20,000 .

Company issued a total of 5,000,000 shares of common stock as to convert a convertible note of $ 9,500 .

Company issued a total of 5,000,000 shares of common stock as to convert a convertible note of $ 4,500 .

10 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023, to the date

these financial statements were issued and has determined that the following subsequent events:

March 14, 2024, Geoffrey Selzer, the Company’s former Chief Executive Officer and Director, and Jim Morrison, the Company’s

current President and Director, entered into a Securities Purchase Agreement (the “Control Agreement”), pursuant to which

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.

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.

Business Plan

the consummation of the EMGE-related transactions, the Company’s Board of Directors determined that the Company would adopt the

business plan of EMGE, which is summarized in the following paragraph.

Company now engages in the discovery, development and marketing of products designed to better mankind.

The Company believes it is positioning

itself as a leader in the field of Regenerative Medicine defined by the National Institute of Health using nutritionally designed products.

Intended products are to be marketed under third-party label exemptions.

The Company is focusing its current efforts on marketing licensed

patent-pending natural stem cell mobilizing agents capable of enhancing each individual’s ability to mobilize their own adult stem

cells from their bone marrow.

Also, the Company is licensed under a patent-pending application to market a dual acting all natural diet

aid designed to help control hunger through normal body signals to the brain and stomach.

Products are being developed for consumer and

professional markets.

Research and development activities center on exploring other areas, such as Secretogues, that can naturally enhance

a person’s own growth hormone production and similar all natural bioactive formulations to enhance human performance safely, ethically,

legally and utilizing known body mechanisms without the use of drugs.

Notes – Third Parties

Capital Investments, LLC .

In March 2024, the Company obtained a loan from AJB Capital Investments, LLC (“AJB”) which

netted the Company $ 252,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the

“AJB Note”), with OID of $ 28,000 , bearing interest at 12 % per annum, with principal and interest payable on September 4,

The Company has the right to repay the AJB Note at any time.

Should the Company be in default, which shall not have been cured,

the AJB Note is convertible into shares of the Company’s common stock at a conversion price that shall equal the volume weighted

average trading price (a) during the previous 20 trading-day period ending on the date of issuance of the AJB Note or (b) during the

previous 20 trading-day period ending on the relevant conversion date, whichever is lower.

AJB Note is secured by all assets of the Company.

addition, the Company issued to AJB a pre-funded common stock purchase warrant (the “AJB Warrant”) to purchase 3,428,571

shares of our common stock, with a nominal exercise price of $ .00001 per share.

The AJB Warrant may be exercised on a cashless basis.

In March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the

Company $ 250,000

In consideration of such loan, the Company issued a $ 280,000

face amount promissory note (the “Vollintine Note”), with OID of $ 30,000 ,

bearing interest at 12 %

per annum, with principal and interest payable on September 29, 2024.

The Company has the right to repay the Vollintine Note at any

Vollintine Note is convertible at any time and from time to time into shares of the Company’s common stock at a conversion

price that shall equal to $.035 per share;

provided, however, that, upon an event of default, the conversion price shall be the lower of (a)

$.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of

the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is

Vollintine Note is unsecured.

addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase

7,200,000 shares of our common stock, with a nominal exercise price of $ .00001 per share.

The Vollintine Warrant may be exercised on

a cashless basis, As further consideration for Vollintine’s purchasing the Vollintine Note, the Company entered into a make-whole

agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine’s sales of the common

stock underlying the Vollintine Warrant.

March 5, 2025, Jim Morrison resigned as President/CEO of the Company but shall remain a director of the Company.

As of March 5, 2025,

Zimbler was appointed by the Board of Directors as President/CEO of the Company.

Zimbler has served on the Board of Directors

and Vice President of Finance since March 2024.

January 8, 2025, The Company issued a total of 5,500,000 shares of common stock as to convert a convertible note of $ 6,600 .

January 15, 2025, The Company issued a total of 5,775,000 shares of common stock as to convert a convertible note of $ 6,930 .

January 17, 2025, The Company issued a total of 5,775,000 shares of common stock as to convert a convertible note of $ 6,930 .

January 22, 2025, The Company issued a total of 5,775,000 shares of common stock as to convert a convertible note of $ 6,930 .

February 3, 2025, The Company issued a total of 6,600,000 shares of common stock as to convert a convertible note of $ 7,260 .

February 20, 2025, The Company issued a total of 6,971,917 shares of common stock as to convert a convertible note of $ 5,578 .

February 25, 2025, The Company issued a total of 7,313,797 shares of common stock as to convert a convertible note and accrued interest

March 3, 2025, The Company issued a total of 8,031,746 shares of common stock as to convert a convertible note and accrued interest

March 7, 2025, The Company issued a total of 8,428,571 shares of common stock as to convert a convertible note and accrued interest

March 18, 2025, The Company issued a total of 8,852,273 shares of common stock as to convert a convertible note and accrued interest

March 19, 2025, The Company issued a total of 8,852,273 shares of common stock as to convert a convertible note and accrued interest

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 9A. Controls and Procedures