What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-06-16 compared with 2024-11-26 · 433 added, 244 removed, 477 unchanged (59% of the section changed)

1 unchanged sentence

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

Consolidated Balance Sheets as of September 30, 2024 (unaudited), and December 31, 2023

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

Consolidated Statement of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)

Consolidated Balance Sheets as of March 31, 2025 and December 31 , 2024 (unaudited)

Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Notes to Consolidated Unaudited Financial Statements.

3 unchanged sentences

necessary for a fair presentation have been included.

Operating results for the interim six months ended September 30, 2024, are not

necessarily indicative of the results that can be expected for the full year.

RESONATE BRANDS, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

Current assets:

Cash and cash

Advances to Pegasus Specialty

Vehicles, LLC

Condensed Consolidated Balance Sheets

and cash equivalents

receivable, net

to Pegasus Specialty Vehicles, LLC

current assets

Fixed assets:

Other assets:

LIABILITIES AND SHAREHOLDERS’

Current liabilities:

Accounts payable and accrued

Loans payable

Loans payable, related

Loans payable

Notes payable, net of discount

Notes payable, related

AND SHAREHOLDERS' DEFICIT

payable and accrued liabilities

payable, related parties

payable, net of discount

payable, related parties

notes payable

Convertible notes payable

current liabilities

Shareholders’ Deficit:

Series B Preferred Stock,

$ 0.0001 par value;

66,667 shares authorized;

0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

Series C Preferred Stock,

$ 0.0001 par value;

Shareholders'

B Preferred Stock, $ 0.0001 par value;

66,667 shares authorized;

2,000,000 shares issued and outstanding at September 30, 2024 and December 31, 2023,

respectively.

Series D Preferred Stock,

$ 0.0001 par value;

0 shares issued and outstanding at March 31, 2025 and

December 31, 2024, respectively.

C Preferred Stock, $ 0.0001 par value;

2,000,000 shares authorized;

40,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

Preferred Stock,

Common stock, $ 0.0001

2,000,000 shares issued and outstanding at March 31, 2025 and

December 31, 2024, respectively.

D Preferred Stock, $ 0.0001 par value;

40,000 shares authorized;

101,401,280 and 86,623,596 shares issued and outstanding at September 30, 2024 and December

40,000 shares issued and outstanding at March 31, 2025 and December

31, 2024, respectively.

Additional paid-in capital

Common stock issuable

Stock subscription receivable

Accumulated deficit

Preferred Stock, value

stock, $ 0.0001 par value;

200,000,000 shares authorized;

195,248,774 and 110,401,280 shares issued and outstanding at March 31,

2025 and December 31, 2024, respectively.

paid-in capital

stock issuable

subscription receivable

( 29,533,429 )

4 unchanged sentences

liabilities and shareholders' deficit

accompanying notes to unaudited consolidated financial statements.

Consolidated Statements of Operations

the Three Months

the Nine Months Ended

See accompanying notes to consolidated

financial statements.

RESONATE BLENDS, INC.

Condensed Consolidated Statements of Operations

March 31, 2025

March 31, 2024

of Goods Sold

Gross Profit (Loss)

Operating expenses:

General and administrative

Sales commissions

Legal and professional

and development

Profit (Loss)

and administrative

and professional

operating expenses

from operations

( 1,346,962 )

income (expense):

on disposal of Resonate Blends

on acquisition of Emergent Health Corp on investment

( 3,007,627 )

Other income (expense):

Interest expense

Gain on disposal of Resonate

Gain on investment

Gain (loss) on change in

derivative liability

Amortization of issuance

Gain (loss) on conversion

(loss) on settlement of notes payable

on change in derivative liability

of issuance costs

on conversion of debt

other income (expense)

2 unchanged sentences

$ ( 3,688,470 )

$ ( 1,011,432 )

loss per share - basic and diluted

Weighted average shares

outstanding - basic

accompanying notes to consolidated financial statements.

Statement of Stockholder’s Equity (Deficit)

the Period from December 31, 2022 to September 30, 2024

Preferred Stock Series A Shares

Preferred Stock Series A Amount

Preferred Stock Series C Shares

Preferred Stock Series C Amount

Common Stock Amount

Additional Paid-in Capital

Common Stock Issuable

Subscription Receivable

Earnings (Deficit) Accumulated

average shares outstanding - basic

See accompanying notes to consolidated

financial statements.

RESONATE BLENDS, INC.

Condensed Statement of Stockholder's Equity (Deficit)

For the Period from December 31, 2022 to March 31, 2025

Stock Series A Shares

Stock Series A Amount

Stock Series C Shares

Stock Series C Amount

Paid-in Capital

Earnings (Deficit)

Balance, December 31, 2023

2 unchanged sentences

$ ( 2,135,572 )

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

Settlement of derivative liabilities

Net loss, December 31,2024

8 unchanged sentences

$ ( 3,451,579 )

Stock issuance for services

Conversion of convertible debt

Settlement of derivative liabilities

Net loss, September 30,2024

( 1,555,767 )

Balance, September 30, 2024

Net loss, March 31,2025

Balance, March 31, 2025

$ ( 261,059 )

4 unchanged sentences

$ ( 4,216,094 )

accompanying notes to consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

September 30, 2024

September 30, 2023

Cash flows from operating

See accompanying notes to consolidated

financial statements.

RESONATE BLENDS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

March 31, 2025

March 31, 2024

flows from operating activities

$ ( 411,818 )

$ ( 3,688,470 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Accrued interest, notes

Gain on derivative liability

Share professional fees/compensation

Gain on disposal of investment

Gain on disposal of subsidiary

Depreciation and amortization

Changes in operating assets

and liabilities:

Other receivables

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

interest, notes payable

on derivative liability

on conversion of convertible debt

professional fees/compensation

on acquisition of Emergent Health Corp

on disposal of subsidiary

and amortization

in operating assets and liabilities:

payable and accrued expenses

cash used in operating activities

Cash flows from investing

on acquistions

cash provided by investing activities

Cash flows from financing

Payments to loans payable

Payments to loans payable,

related parties

Payments to convertible

Proceeds from warrant exercise

Proceeds from loans payable

Proceeds from loans payable,

related parties

Proceeds from notes payable

Proceeds from convertible

notes payable

from issuance of common stock

flows from financing activities

to loans payable, related parties

from issuance of secured promissory notes

from loans payable, related parties

from notes payable

cash provided by financing activities

Net increase (decrease)

Cash at beginning of

Cash at end of period

Supplemental Cash Flow Information:

increase (decrease) in cash

at beginning of period

at end of period

Cash Flow Information:

paid for interest

paid for income taxes

Non-cash investing and financing

investing and financing information:

of debt for common stock

accompanying notes to unaudited consolidated financial statements.

See accompanying

notes to consolidated financial statements.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE NINE NMONTHS ENDED SEPTEMBER 30, 2024 AND 2023

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

customer management systems.

The Company went public at the end of March 1993.

In February 1996, the Company changed its name to Brock

International Inc., and in March 1998, the Company again changed its’ name to Firstwave Technologies, Inc.

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

In February of 1996, the Company changed its name to

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

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

61 unchanged sentences

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, pursuant to which Mr.

past President and Director, entered into a Securities Purchase Agreement, pursuant to which Mr.

Selzer sold all 2,000,000 outstanding

3 unchanged sentences

of the Company.

February 26, 2024, the Company 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 (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.

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

7 unchanged sentences

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

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

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

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

First, the issuances of the

Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

Next, the assignments of

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

The Company, then, re-issued

the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”):

All of the capital stock

7 unchanged sentences

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 (c) 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 .

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.

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

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 (c) 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.

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.

of Presentation

accompanying unaudited interim 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 Form 10-K.

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 interim period presented have been reflected herein.

of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

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.

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 September 30, 2024, the Company has an accumulated deficit of $ 28,292,170 .

The company’s ability to continue as a going

concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable

As of March 31, 2025, the Company has an accumulated deficit of $ 29,533,429 .

The company’s ability to continue as a going concern

is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable

While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity

23 unchanged sentences

collection information and existing economic conditions.

As of September 30, 2024 and December 31, 2023, there’s no allowance for

As of March 31, 2025, and December 31, 2024, there’s no allowance for

doubtful accounts and bad debts.

11 unchanged sentences

of the transaction price to the performance obligations in the contract

● Recognition

of the revenue when, or as, performance obligations are satisfied

17 unchanged sentences

There was no deferred

revenue as of September 30, 2024 and December 31, 2023.

revenue as of March 31, 2025 and December 31, 2024.

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

8 unchanged sentences

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 September 30,

2024, and 2023, were not material.

As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to March 31, 2025

and December 31, 2024, were not material.

Value of Financial Instruments

13 unchanged sentences

by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2024 and year

ended December 31, 2023.

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

As of September 30, 2024

As of March 31, 2025

Derivative Liabilities

As of December 31, 2024

Derivative Liabilities

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

14 unchanged sentences

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

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

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

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

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

of the assets, which range from three

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.

asset acquired under $ 1,000

are charge to operations.

taxes are computed using the asset and liability method.

21 unchanged sentences

has periodically advanced funds to the Company for operating expenses.

At September 30, 2024 and December 31, 2023, amounts due related

parties were $ 192,710 and $ 70,099 , respectively.

At March 31, 2025 and 2024, amounts due related parties were $ 523,868

and $ 837,810 , respectively.

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

7 unchanged sentences

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 NOTES PAYABLE

notes payable consists of the following as of September 30, 2024 and December 31, 2023:

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

Convertible notes payable consists of the following as

of March 31, 2025 and December 31, 2024:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Convertible notes face value

Debt issuance

Debt issuance cost

Net convertible notes

66 unchanged sentences

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

The Note was converted into shares

as of March 19, 2025.

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

8 unchanged sentences

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.

815-15 “Derivatives

Embedded Derivatives” (“Topic No.

815-15 requires the Company to bifurcate and separately

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

The Company is required

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

of results of operations.

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.

15 unchanged sentences

stock underlying the Vollintine Warrant.

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

815-15 “Derivatives

Embedded Derivatives” (“Topic No.

815-15 requires the Company to bifurcate and separately

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

The Company is required

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

of results of operations.

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

5 – DERIVATIVE LIABILITIES

9 unchanged sentences

Risk-free interest rate

Expected term (in years)

term (in years)

Expected dividend rate

Derivative liabilities

measurement input

Derivative liabilities measurement input

6 – SENIOR PROMISSORY NOTE

59 unchanged sentences

of Merger has been terminated.

December 31, 2023, Pegasus owed the Company $ 970,000 of funds raised by the Company and advanced to Pegasus.

March 31, 2025, Pegasus owed the Company $ 970,000 of funds raised by the Company and advanced to Pegasus.

8 – SHARE EXCHANGE AGREEMENT

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

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;

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 .

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

7 unchanged sentences

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

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

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

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

All of the capital stock

of Evolutionary Biologics, Inc.;

All of the capital stock

of Apollo Biowellness, Inc.;

All of the capital stock

of Nanosthetic, Inc.;

All of the capital stock

of Nanogistics, Inc.

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.

then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired

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

the nine months ended September 30, 2024, the Company issued the following shares of common stock:

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

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

the three months ended March 31, 2025, the Company issued the following shares of common stock:

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 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 of $ 5,851 .

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 of $ 4,819 .

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 of $ 5,057 .

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 of $ 3,541 .

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 of $ 3,541 .

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

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

10 – SUBSEQUENT EVENTS

has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial

statements were available to be issued and there are no material subsequent events, except as described below.

Assumption of Debt

Further to the Reformation Agreement, subsequent to

September 30, 2024, the Company completed the assumption of obligations of EMGE associated with the Acquired Assets in the principal amount

of $ 335,000 plus approximately $ 83,000 in accrued interest, or $ 417,965 , in the aggregate.

These amounts owed by the Company as a result

of such assumption are due to companies that are affiliates of James W.

Zimbler, one of the Company’s directors, in November 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,”

“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,”

“plan,” “may,” “will,” “would,” “will be,” “will continue,” “will

likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions

for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for

purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions

that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not

limited to changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and

generally accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements

and undue reliance should not be placed on such statements.

We undertake no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise.

Further information concerning our business, including

additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including

the risks and uncertainties identified under the heading “Risk Factors” in the Company’s most recent Annual Report

on Form 10-K.

Acquisition, Change in Control and Change in Business Plan

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

past President and Director, entered into a Securities Purchase Agreement (the Control Agreement), pursuant to which Mr.

all 2,000,000 outstanding shares of the Company’s Series C Preferred Stock to Mr.

Morrison now possesses voting control

of the Company.

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

Acquisition Transaction .

On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the Exchange

Agreement), with Emergent Health Corp., a publicly-traded (symbol:

EMGE) 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

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.

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.

then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired

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 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, Mr.

(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 .

business plan and operations of EMGE now represent the entirety of our company’s business operations.

The discussion below concerning

the six months ended June 30, 2024, include the operating results of the acquired EMGE assets from March 14, 2024, through June 30, 2024.

The discussion below concerning our company’s results of operations for the six months ended June 30, 2023, relate only to our

company prior to the consummation of the Exchange Agreement, as amended and reformed.

None of the information in the discussion below

should be considered to be an indication of our company’s operating results for the year ending December 31, 2024, and beyond.

connection with the EMGE transaction, we obtained a loan from a third party and, subsequent to the closing of the EMGE transaction, we

have obtained an additional loan from another third party.

We remain, nevertheless, dependent on additional investment capital to

continue our survival.

Historically, we have raised money through convertible debt, almost always on unfavorable terms.

There is no guarantee

that any capital, including through convertible loan transactions, will be available to us in the future or, if available, on terms acceptable

The terms of the recently obtained loans are discussed below.

Capital Investments, LLC .

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

netted the Company

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 our company.

addition, we 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 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.

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;

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 lower.

Vollintine Note is unsecured.

addition, we 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, we 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.

of Operation for Three Months Ended March 31, 2025 and 2024

We reported $430,768 (unaudited) and $95,050 (unaudited) in sales for the year ended March 31, 2025 and 2024, respectively.

revenues for 2025 and 2024 were attributable to the business operations of the Subsidiary for the period from the acquisition date, March

For March 31, 2025, our cost of revenue was $140,725 (unaudited), compared to cost of revenue of $31,204 (unaudited)

for March 14 – March 31, 2024, resulting in a gross profit of $290,043 (unaudited) for March 31, 2025 and a gross profit of $63,846

(unaudited) for March 31, 2024.

cost of revenue and gross profit for 2025 were attributable to the Subsidiary for the period from the acquisition date, March 14, 2024.

Our operating expenses were $330,242 (unaudited) and $416,828 (unaudited) for March 31, 2025 and 2024, respectively.

Income/Expense .

We had other expense of $81,576 (unaudited) for March 31, 2025, compared to $3,271,642 (unaudited) in other expense

for March 31, 2024, which includes the acquisition of EMGE.

Income/Loss .

For March 31, 2025, we had a net loss of $411,818 (unaudited), compare to a net loss of $3,688,470 (unaudited) for

March 31, 2024, which includes the acquisition of the assets of EMGE.

and Capital Resources

connection with the EMGE transaction, we obtained a loan from a third party and, subsequent to the closing of the EMGE transaction, we

have obtained an additional loan from another third party.

We remain, nevertheless, dependent on additional investment capital to

continue our survival.

Historically, we have raised money through convertible debt, almost always on unfavorable terms.

There is no guarantee

that any capital, including through convertible loan transactions, will be available to us in the future or, if available, on terms acceptable

The terms of the recently obtained loans are discussed below.

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, 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 our company.

addition, we 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

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;

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, we 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, we 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

of December 31, 2024, we had total current assets of $1,033,779 (unaudited), consisting of $8,048 (unaudited) in cash, $49,731 in accounts

receivable, $6,000 loan receivable and $970,000 (unaudited) in advances to former acquisition partner-company.

Our total current liabilities

as of December 31, 2024, were $4,831,830 (unaudited).

Our working capital deficit was $3,798,051 (unaudited) as of December 31, 2024,

compared to our working capital deficit of $2,150,975 (unaudited) as of December 31, 2023.

of March 31, 2025, we have an accumulated deficit of $29,533,429 (unaudited).

Our ability to continue as a going concern is contingent

upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will

be available for operations.

These conditions raise substantial doubt about our ability to continue as a going concern.

These financial

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

Balance Sheet Arrangements

of March 31, 2025, there were no off-balance sheet arrangements.

Accounting Policies

December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion

and Analysis.

The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a

company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often

as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies

are disclosed in Note 2 of our audited financial statements included in the Form 10-K for the year ended December 31, 2023, filed with

the Securities and Exchange Commission.

Accounting Pronouncements

new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial

Quantitative and Qualitative Disclosures About Market Risk

smaller reporting company is not required to provide the information required by this Item.

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-Q

Item 1. Financial Statements