What changed in this filing

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Item 1. Business

2025-07-07 compared with 2022-04-19 · 40 added, 309 removed, 0 unchanged (100% of the section changed)

October 25, 2019, Resonate Blends, Inc.

(formerly Textmunication Holdings Inc.) announced its entry into the cannabis industry by acquiring

Resonate Blends LLC (“Resonate” or the “Company”), a California-based cannabis wellness lifestyle product company

built on a proprietary system of experiential targets.

Resonate is building a value-added, brand-focused cannabis organization offering

premium brands of consistent quality.

The Company also acquired Entourage Labs LLC (“Entourage Labs”), a sister company of

Entourage Labs is the Intellectual Property (IP) subsidiary of Resonate.

in Calabasas, California, Resonate Blends is a cannabis holding company centered on value-added holistic Wellness and Lifestyle brands.

The Company’s strategy is to ignite future growth by building a purpose-driven portfolio of innovative, trusted national brands,

emerging brands, research organizations, and a variety of retail channels.

The Company’s focus is finding mutual value between

product and consumer by optimizing quality, supply chain resources and financial performance.

The Company offers a family of premium

cannabis-based products of consistent quality based on unique formations calibrated to Resonate Blends effects system in what the Company

believes is the industry gold standard in user experience.

believes the greatest long-term value creation in the cannabis industry will be in the establishment of high quality and consistent consumer

Resonate hopes to become a national leader through its vision in creating a family of brands designed specifically to deliver

reliable, effective and beneficial experiences.

is committed to helping people live the life they love, but they do not make the medicinal vs.

recreational distinction.

This is a temporary

legal separation in some states that should soon cease to exist.

The Company believes in wellness for the whole person, especially

people with insomnia, pain or anxiety who also want to enjoy friends, concerts and have satisfying intimate experiences.

is designing experiences which should improve all areas of ones’ life.

accomplish this, Resonate is Mastering the Art of Experience.

This is the Company’s mission.

By integrating science, technology,

education, branding, marketing, sales and delivery - with every customer interaction they aim to provide exceptional experiences.

has a broad range of unique characteristics, and they are dedicated to harnessing and amplifying those characteristics to support healthy

empowered and engaged lifestyles.

From product development through customer communication, they prefect and demystify cannabis bringing

innovative products to an increasingly sophisticated market.

Resonate Blends has a strong social mission and the Resonate team is building

a successful business by focusing its knowledge, skill and energy on creating wellness-lifestyle products which will improve community

by helping individuals live more satisfying, meaningful and connected lives.

The need for these products currently is crucial.

communicate the breadth of wellness products that Resonate is developing, the Company created The Resonate System.

The Resonate System

graphically represents a spectrum of wellness products based on cannabis scaffolding.

This system helps users easily select which product

Products based on The Resonate System deliver relaxation, freedom from pain and anxiety, boosts in focus and creativity, sensuality,

human connection and joy.

Koan products are formulated around a system of interconnected experience targets that will allow you to know

exactly what to expect when using them.

respecting and honoring the natural power of plant medicine, Resonate also employs advanced science, leading technology and a deep understanding

of how various cannabis compounds, when working in the body, simultaneously can create unique effects and benefits (referred to as the

“Entourage Effect”).

Product developers blend cannabinoids and terpenes to formulate products with specific, controllable

and repeatable beneficial effects.

Through innovation, experimentation, testing and an iterative product development strategy,

the Koan team has unlocked new plant constituent combinations resulting in unique, enjoyable and extremely effective wellness

products unlike anything else in the marketplace.

Resonate has filed a provisional patent for protection of these formulations and products

in the future.

the Resonate Blends product family, is based around a comprehensive system of interconnected experience targets that allow people to

select the products that best fit their lifestyle and health objectives.

Koan products are dedicated to the efficacy and precision of

functional experience targets across a broad range of product categories.

initial products are a completely unique class of products called Cordials.

These blends offer a wide range of experiences not currently

available in the cannabis market.

Cordials are water-soluble and use nano-emulsification technology to allow for quick onset and a sustained

and nuanced experience.

Single dose, healthful, subtle in taste, cordials are an ideal way for people to intentionally improve their

They can be shipped directly or substituted for alcohol as a cocktail mixer.

A significant competitive advantage is that

the Cordials allow users to select both the experience they want and the beverage they choose to enjoy them in.

Cordials have been developed in partnership with an award-winning advanced infusion technology partner and were launched to the retail

channel in late Q2 of 2021.

The company is offering six unique formulations and expects to have additional blends by Q1 2022.

The Cordials were awarded the Golden Leaf Award as “Best New Brand of 2021” at the “Luxury Meets Cannabis Conference”

held in New York City in December.

Resonate also won a Cannabis Clio Award for “Brand Design” also in December.

has formalized contracts with logistical, sales and marketing partners to build a digital native strategy supporting Direct-to-Consumer

The Direct-to-Consumer (D2C) sales platform launched in October and now allows California consumers the ability to order on-line

and have the Cordials home delivered in most metro areas within four hours.

Based on customer demand, the Company is creating a “singles”

option for the Cordials which will be available in early 2022 and a multi-dose option shipping in early Q2 2022.

principal executive office is located at 26565 Agoura Road, Suite 200, Calabasas, CA 91302.

The executive telephone number is (571) 888-0009.

Company signed a custom development contract with Vertosa in March of 2020, the leading provider of safe, reliable emulsion bases for

infused product developers.

This contract was a major milestone for the Company as it selected its strategic partners to develop innovative

products and solutions.

is an award-winning strategic partner who will assist the Company in the launch of its first unique category of six water soluble products.

These multi-use products deliver specific, predictable, reliable, effects in a format that is completely unique in the industry.

first product developed collaboratively is the Cordial product line, but both companies expect several other products to be developed

over time utilizing Vertosa’s emulsification technology.

In addition to the new Cordial blends, the company

also expects to launch a unique edible product line to the market in mid-2022.

Vertosa and Resonate teams share a mission of maximizing the benefits of cannabinoids and plant medicine.

Resonate selected Vertosa as

a development partner because the Vertosa systems’ industry leading emulsification technology makes them highly stable, bioavailable,

and water compatible.

All of Vertosa’s inactive base materials are FDA approved and are lab tested for quality.

Hemp-derived CBD Emulsion System is now certified organic by CCOF, a United States Department of Agriculture-accredited certifier and

non-profit advocacy group, and the company has also received its Good Manufacturing Practice (GMP) certification, confirming that its

offerings follow regulations promulgated by the US Food and Drug Administration and are safe, pure, and effective.

In addition, Vertosa

is expanding into other legal states, and this paves the way for Resonate to follow behind moving beyond California while still assuring

strict standards and high production quality for Koan products.

Manufacturing:

Company partnered with The Galley, a California licensed Type N – Infused Products Manufacturer based in Santa Rosa, California.

The Galley produces and packages premium award-winning products and has worked with some of the most popular brands in the industry.

The Galley is built to FDA and CDPH standards and is focused on high demand areas of production – Edibles, Topicals, Tinctures,

Chocolate, Hard Candies, Gummies, Pre-Rolls, Flower, Vapes and Beverages.

Resonate Blends was granted a Type S:

Shared Facility - Adult

and Medicinal Cannabis Manufacturing License on July 23, 2021.

The license allows Resonate Blends to manufacture cannabis products at

the licensed facility of The Galley.

and The Galley entered into a Master Services Agreement in which The Galley will manufacture and package Resonate’s first family

of products to precise specifications.

Galley and Resonate have been in frequent contact throughout Resonate’s development period and are now supporting the production

of the Company’s unique family of wellness lifestyle products.

Resonate’s first of its kind offerings are emulsified through

the advanced infusion technology provided by award-winning Vertosa and collaboratively developed to push the state of the art in its

cannabis products.

Distribution:

of the unique nature of Resonate’s Koan products and the recent expansion of home delivery services in the cannabis industry, Resonate

has prioritized a direct-to-consumer method as a key sales strategy.

Resonate has identified a technology partner who will add an e-commerce

feature to the Koan web site that will allow the Company to sell products directly to consumers using a licensed California state-wide

delivery network for fulfilment.

addition to direct sales, the company plans to offer products to select premium dispensaries throughout California.

These products will

be delivered to retail establishments by a leading cannabis full-service distributor.

The Company contracted with The Vault 3PL to provide

logistics and state-wide distribution for Resonate’s Koan Cordials, its product line of unique experience blends currently available

in California.

is also developing relationships with a variety of complementary distribution channels such as subscription box companies and other non-storefront

reseller organizations.

Company partnered with leading e-commerce technology provider Grassdoor in October to allow online sales of Koan Cordials throughout

The Grassdoor partnership powers same-day delivery service of Resonate’s six precision-calibrated formulas throughout

Northern and Southern California.

summarize, Resonate has signed and announced definitive agreements with various partners to execute on its overall business strategy.

Vertosa is expected to develop unique formulations through its advanced nano-emulsification process, The Galley is expected to assemble

and package, Grassdoor’s e-commerce solution is expected to offer online sales and home delivery in California of Cordials and

Vault 3PL Distribution to distribute the products.

Resonate engaged with The Flower Agency to actively market social media channels to

the California market.

and Sales Plan

cannabis industry is changing daily in response to updated regulations, customer product education, new interest from various demographics

and now the COVID-19 pandemic.

As a result, we are constantly attentive to these changes as they affect the marketing of Koan products.

The initial marketing strategy was to launch in select dispensaries in Los Angeles and to support the launch with dispensary promotional

material and location-based marketing.

However, in the current market the Company has decided to modify this strategy.

Paradoxically,

retail restrictions and safety regulations were beneficial, as these allowed Resonate to reprioritize their sales approach and to build

a marketing plan around on-line dispensaries with wide delivery networks.

Although retail restrictions will eventually be relaxed, the

Company doesn’t expect that storefront dispensaries will return to the dominant role they played in the cannabis industry before

COVID-19 for several reasons.

are generally small, making social distancing difficult.

Limitations on a customers’ ability to touch and smell products reduces

the value of in-person shopping.

Restrictions on the number of people allowed in these small spaces will create waiting lines outside

stores, which will be inconvenient and even embarrassing for some.

Finally, a significant number of customers, particularly in targeted

demographics, prefer the privacy and convenience of having products delivered to their homes.

For all these reasons, Resonate has decided

to focus sales efforts on select high-end retail dispensaries and on-line, delivery and e-commerce outlets.

response to the sudden change in customer buying preferences, Resonate has implemented a plan to sell directly to consumers, by partnering

with an on-line platform which will allows them to communicate the value of their products directly to consumers.

This platform will

connect consumers to a licensed retail and California-wide home delivery network.

This direct-to-consumer approach has significant benefits

First, it allows Resonate to control brand messaging and to assure that we can provide the information and education customers

need to make confident and informed product choices.

Through this method, they have access to customer information, which is not available

from dispensaries, which allows them to employ successful marketing techniques used by leading on-line retailers such as customer loyalty

programs, memberships, ambassadors, etc., to build brand awareness and increase sales.

It is also better for them financially as it increases

profit margin.

the marketing budget and energy is now being channeled into appropriate programmatic advertising, developing informational materials

for customers on the website, and developing professional and effective social media, search engine optimization and direct to consumer

marketing campaigns.

We also offer market support to select premium California dispensaries both in person and thorough the Leaf.VIP

budtender training program.

The Company expects that building its brand online will complement retail sales by increasing customer awareness

and creating “pull-through” at brick-and-mortar facilities.

is currently recruiting two internal sales managers to oversee all sales efforts in Northern and Southern California.

The Company is planning an in-house sales strategy for early Q1 2022 to maximize both the dispensary outreach and budtender education

– and to increase Direct-to-Consumer (D2C) sales platform activity.

While wellness dispensaries will be a focus for the Company,

the customer acquisition focus will be heavily tilted towards the D2C portal starting in 2022.

expansion through licensing arrangements with the Cordials is also being planned.

Several retailers in multiple states have reached out

to Resonate requesting the Cordials to be stocked in their dispensaries.

The Company is currently evaluating where and when to open

new states outside of California.

September 9, 2021, we entered into a binding letter of intent with L & G USA Inc., a Delaware corporation and L & G Canada Inc.,

an Ontario corporation (together “Seller”), and the stockholders of Seller, pursuant to which the Company planned to acquire

substantially all of the assets from Seller associated with the Lemon & Grass business and the Koan business (the “Acquisition”).

October 27, 2021, the Company terminated the agreement and the Acquisition.

The Company is still in discussions with Seller, and the

Company may or may not go through with a transaction with Seller, but if the Company does, the terms will change from the previous agreement.

first commercial release was a family of six precisely targeted effect blends.

These products are category-breaking offerings as they

are neither tinctures nor beverages but have the benefits of both.

They are emulsified, water soluble, single-serving blends that can

be enjoyed privately or shared socially.

Resonate offers these across California in stylish mini bottles, each containing a single serving.

They can be sipped directly from the bottle or poured into beverages.

Koan products offer the very high bioavailability of tinctures

not possible to deliver with edibles, take effect generally within minutes and provide benefits for approximately 3 hours.

Significantly,

these formulas all provide a pleasant predictable experience, a gentle onset and exit and have no unpleasant sensations or aftereffects

sometimes associated with cannabis products.

The current products are as follows:

rich with a hint of THC, Calm is formulated to quiet your mind and ease you into a gentle sense of wellbeing.

highest THC offering, Wonder is carefully crafted to bring back that youthful sense of wonder and awe we feel when we are fully engaged

with our senses and environment.

is a subtle combination of cannabinoids and terpenes formulated to bring your mind, body and spirit back to an even state of harmony

and homeostasis.

is formulated to stimulate your senses, spark your imagination and channel your inner muse.

Led by a stimulative blend of terpenes and

just the right amount of THC to inspire and facilitate the artist in you.

formulated Play to help you become fully immersed in the moment and the people around you.

From the park to the beach to the dance floor,

Play helps you find your groove and keep it going.

on your rose-colored glasses and give everything some extra sparkle with Delight.

Designed to open up your senses, raise your spirits

and brighten your day.

Products - Resonate Growth Plans

the first 12-18 months, Resonate concentrated on releasing product and brand building in California, and possibly new state expansion

if the proper opportunities exist.

Resonate is following the launch of its first six Koan products with others based on The Resonate

System at regular intervals, and they plan to release their “Love” in Q1 2022 and “Sleep” Cordials in Q2.

formulas, combined with the proprietary Vertosa technology, will allow the Company to quickly deliver controlled, predictable, enjoyable

effects in beverages, teas, and gummies.

Vertosa is the leading provider of emulsification technology for cannabis manufacturers.

Emulsification

allows cannabinoids to become water-soluble so that they can be added to Cordials, beverages, gummies, etc.

Vertosa and Resonate are

engaged in joint research focusing on effects of various emulsification methods on cannabinoids.

Resonate is working on methods that

improve user experience by refining effects and managing bioavailability.

Vertosa will also be providing the emulsification required

for formulas in Resonate’s product line.

cannabis industry is in its infancy.

Resonate’s growth strategy is to create an innovative ecosystem of companies, investments

and research that all support The Resonate System and its mission of empowering the wellness market.

In addition to creating “house”

brands, the Company is also looking for other quality brands which could be incubated or targeted as either strategic partners or as

acquisitions.

Integrating these companies should provide consistent product quality that yields expected results and that also allows

scalability to make a successful company overall.

The Company is actively seeking potential acquisition roll-ups into the holding company

that could offer product synergies, new product development and shared resources in critical areas of the Company.

Property (“IP”) development and protection continues as a core area of value creation for Resonate.

The Company has developed

the world’s first Cannabis Cordial.

The Koan Cordials combine THC (psychoactive), CBD (non-psychoactive) with botanical terpenes

to deliver an all-natural, plant-derived, single-dosed experience that can be enjoyed straight out of the bottle or poured into any beverage.

These multi-use products deliver specific, predictable, reliable, effects in a format that is completely unique in the industry.

Company believes the greatest long-term value creation in the Cannabis industry will be in the establishment of high-quality value-added

consumer brands that deliver the expected experience.

As cultivation, supplies and services become quickly commoditized, value-added

brands represent the best opportunity for Resonate and its shareholders to support and benefit from the growth expected in the Cannabis

It is therefore critical for Resonate to protect its methods, formulations and packaging.

June 14, 2021, the Company successfully filed a Provisional Patent Application with the US Patent & Trademark Office (USPTO) entitled

“Cannabis Nano-Emulsions for Achieving a Reliable, Targeted, Specific and Repeatable User Experience.” The invention relates

to methods and formulations including a combination of cannabinoids and terpenes calculated and specifically formulated to achieve a

targeted, specific and repeatable user experience.

The Company is also filing for patent protection on its unique product packaging and

anticipates filing for other protections on new product development.

cannabis market still primarily consists of products of varying quality and poor branding.

Much of the branding is heavy “stoner”

or hospital medicinal, and differentiation between products is difficult.

As a result, finding a product with controllable, consistent

effects is difficult.

Even products of high and reliable quality all look alike and have no shelf appeal.

In addition, there is a mismatch

between the fastest growing demographic and many current product offerings, which are designed to be inhaled.

This is exactly why Resonate

has developed Koan Cordials, tasty, single dose, healthy cannabis products with timeless, exceptional branding.

As the market matures,

some companies are recognizing the importance of branding.

Branded category leaders represent the 10 spots among best-selling products

and sales data supports the desire among consumers for branded products.

This is further supported by Headset, data (the leading industry

provider of retail buying patterns), which shows that brands are leading every category in cannabis.

Further, branded products command

higher prices.

Some branded products generate pricing as high as 150%, over industry average.

The Resonate team excels in product branding.

is no product in the marketplace exactly like Koan products at this time.

Other companies offer tinctures (which are concentrated herbal

extracts made by soaking the bark, berries, leaves (dried or fresh), or roots from one or more plants in alcohol or vinegar), tea, salves,

patches and cosmetics and vapes, and some of them provide effects which may be similar to those the Koan products will provide, but none

are equal to Koan with respect to quality, efficacy, consistency and scope.

Koan products are water soluble and can be enjoyed privately

or poured in beverages and shared socially.

Resonate believes the total experience offered by Koan products cannot be found elsewhere

in the industry.

there are a number of very fine products in the premium cannabis space, there is not yet a dominant brand in any category.

Some are leading

but no brand dominates.

Data indicates that Resonate’s targeted demographic seeks out trusted brands when making product selections.

Resonate is bringing to market custom, reliable, experience-targeted products which can be sipped or shared;

and offered under a well-crafted

brand supported by an accessible information system.

The Company provides The Resonate System so customers can understand what to expect

and can make informed confident selections.

there are six employees, comprised of 3 C-level executives and managers of brand, marketing and sales.

Acquisition, Change in Control and Change in Business Plan

as of March 5, 2025, the following has resigned as President /CEO of the Registrant, but shall remain as a member of the Board of Directors.

Name Position James Morrison Director The Officer resigning has stated in his resignation letter that his resignation as President/CEO

does not in any way imply or infer that there is any dispute or disagreement relating to the Company’s operations, policies or

Morrison will remain as member of the Board of Directors.

as of March 5, 2025, the following individual(s) appointed by the Board of Directors to the positions indicated of the Registrant:

Age Position James W.

Zimbler 59 President/CEO and Director Mr.

Zimbler has served as the Registrant’s Director and Vice President

of Corporate Finance since March 2024.

Since July 1, 2020;

he 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 company.

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 the Company.

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

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

We believe we are positioning our

company 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.

We are focusing our 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, we are 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

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.

information about our new business plan and historical operations of the Company can be found at the following Current Reports:

Current Report on Form 8-K filed August 12, 2024.

Current Report on Form 8-K filed March 14, 2025.

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/A

Item 1. Business