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Item 9A. Controls and Procedures

2025-07-07 compared with 2022-04-19 · 937 added, 169 removed, 195 unchanged (85% of the section changed)

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

controls and procedures as of the end of the period covered by this annual report, being December 31, 2021.

This evaluation was carried

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

controls and procedures as of the end of the period covered by this Annual Report, December 31, 2024.

This evaluation was carried out

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

and Accounting Officer.

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

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

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

to allow timely decisions regarding required disclosure.

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

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

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

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

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

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

Annual Report on Internal Control over Financing Reporting

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

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

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

Other Information

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Directors, Executive Officers and Corporate Governance

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

Operating Officer

Investment Officer and Director

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

Principal Accounting Officer, Secretary and Director

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

Selzer – Chief Executive Officer and Chairman

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

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

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

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

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

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

Kerwin – Chief Operating Officer

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

As the Vice President and General Manager

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

a blockbuster studio.

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

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

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

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

Thielen – Chief Investment Officer and Board Member

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

Prior to joining Textmunication Holdings, Inc.

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

manufacture doing $500 million in annual revenues.

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

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

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

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

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

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.

From August 2022 to March 2024, Mr.

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

(“EMGE”), a publicly-traded

company involved in the health and wellness industry (symbol:

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

company in the wellness and regenerative biologics space.

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

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

His track record of leadership and accomplishment in the personal

care products space has been unparalleled.

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

He was responsible

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

Prior to L’Oréal,

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

After leaving L’Oréal,

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

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

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

In the industry’s history no other executive has

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

His devotion to, and success within the industry

is unmatched.”

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

financial statements for the year ended December 31, 2021 to be included in this Annual Report on Form 10-K and filed with the Securities

and Exchange Commission.

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

16(a) Beneficial Ownership Reporting Compliance

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

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

adoption of a Code of Ethics.

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

warrant the adoption of a Code of Ethics.

Executive Compensation

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ended December 31, 2023 and 2022.

Summary Compensation Table

Name and principal position

Former President, Chairman, CEO and Director

Nick Miniello

Former VP of Sales

Geoffrey Selzer

CEO and Director

David Thielen

CIO and Director

Chief Operating Officer

Jim Morrison (1)

(President and Secretary)

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

to Summary Compensation Table

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

We do not have an employment agreement with Mr.

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

Thielen an annual salary of $60,000.

On October 25, 2019,

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

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.

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.

At the end of his employment

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

The Company may not terminate his employment without Cause.

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

Kerwin’s salary is $120,000

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

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.

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

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

Morrison, the terms of which have not been

Equity Awards at Fiscal Year-End

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

David Thielen

Geoffrey Selzer (1)

Jim Morrison (2)

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

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

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

OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

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

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

officers and directors as a group.

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

Calabasas, CA 91302.

Preferred Stock

Number of Shares

Geoffrey Selzer

David Thielen

F Convertible Preferred Stock

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

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

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

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

The shares of Series F Convertible Preferred Stock are currently

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

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

F Convertible Preferred Stock.

Stock and Series C Preferred Stock

following table sets forth, as of April 16, 2024, certain information as to shares of our common stock owned by (i) each person known

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

and directors as a group.

Unless otherwise stated, the address for each beneficial owner is One Marine Plaza, Suite 305A, North Bergen,

New Jersey 04047.

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)

Lance Liberti

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

2,000,000 (3)

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

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exercise of common shares purchase options or warrants.

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

outstanding as of April 14, 2022.

percent of class is based on 96,179,058 shares of common stock outstanding and 2,000,000 shares of Series C Preferred Stock outstanding

as of April 16, 2024.

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

Morrison with voting control of our company.

Certain Relationships and Related Transactions, and Director Independence

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

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, 2021, the Company made all of its required payments to Mr.

outstanding balances as of December 31, 2021 and December 31, 2020 are $45,000 and $187,500 respectively.

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

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

Selzer sold all 2,000,000 outstanding

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

Morrison for $10.00 in cash.

Morrison now possesses voting control

of the Company.

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

Acquisition Transaction

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

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

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

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

At the closing of the Exchange Agreement:

(a) the EMGE Preferred Shareholders

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

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

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

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

(b) the Company consummated the

Conveyance Agreement;

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

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

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

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

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

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

Pursuant to the

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

In consideration of our assignment of the Subsidiary,

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

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

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

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

Principal Accounting Fees and Services

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

Financial Statements for the

Year Ended December 31

Mokuolu, CPA PLLC

Financial Statements for the Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements Schedules

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Stock Purchase Agreement (1)

Interest Purchase Agreement (2)

of Conveyance (2)

Membership Interest Purchase Agreement (2)

Agreement of Conveyance (2)

Letter of Intent (11)

of Incorporation (3)

of Change (3)

of Amendment (4)

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

of Designation for Series E Preferred Stock (7)

of Amendment (8)

as amended (3)

Convertible Promissory Note (6)

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

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

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

Articles of Incorporation (3)

Certificate of Change (3)

Certificate of Amendment (4)

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

Certificate of Designation for Series E Preferred Stock (7)

Certificate of Amendment (8)

Bylaws, as amended (3)

Secured Convertible Promissory Note (6)

8% Unsecured Convertible Promissory Note (10)

Promissory Note (12)

Stock Purchase Warrant (12)

Promissory Note (13)

Stock Purchase Warrant (13)

Convertible Promissory Note (12)

Common Stock Purchase Warrant (12)

Agreement and Release (1)

Agreement (1)

Agreement (2)

Purchase Agreement (6)

to Securities Purchase Agreement (9)

Purchase Agreement (12)

Common Stock Purchase Warrant (12)

Convertible Promissory Note (13)

Common Stock Purchase Warrant (13)

Convertible Promissory Note (14)

Common Stock Purchase Warrant (14)

Convertible Promissory Note (15)

Promissory Note (16)

Common Stock Purchase Warrant (16)

Separation Agreement and Release (1)

Voting Agreement (1)

Employment Agreement (2)

Securities Purchase Agreement (6)

Addendum to Securities Purchase Agreement (9)

Securities Purchase Agreement (12)

Securities Purchase Agreement (16)

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

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

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

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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

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

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behalf by the undersigned, thereunto duly authorized.

Resonate Blends, Inc.

Geoffrey Selzer

Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

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

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Geoffrey Selzer

Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

David Thielen

Investment Officer and Director

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

Bobby Carpenter

Lance Liberti

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

F-1 Explanatory Note

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)

These 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.

Company is submitting this Form 10-K without a Report of an Independent Auditor as the financial statements and footnotes were not audited

for the year ended December 31, 2024.

RESONATE BRANDS, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024

December 31, 2023

Current assets:

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:

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

Common stock, $ 0.0001 par value;

200,000,000 shares authorized;

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 )

Total shareholders’ deficit

$ ( 3,199,579 )

( 2,135,572 )

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 )

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 )

$ ( 2,133,208 )

$ ( 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 )

$ ( 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

$ ( 261,059 )

$ ( 26,736,403 )

$ ( 2,135,572 )

$ ( 261,059 )

$ ( 26,736,403 )

$ ( 2,135,572 )

Stock issuance for services

Conversion of convertible debt

Settlement of derivative liabilities

Net loss, December 31,2024

( 2,133,208 )

Balance, December 31, 2024

$ ( 261,059 )

$ ( 28,869,611 )

$ ( 3,199,579 )

$ ( 261,059 )

$ ( 28,869,611 )

$ ( 3,199,579 )

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 )

$ ( 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.

(the “Company”) was incorporated on in October 1984 in the State of Georgia

as Brock Control Systems.

Founded by Richard T.

Brock, the Company was in the sales automation market and an early developer of enterprise

customer management systems.

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.

The Company reported briefly

on the OTC Disclosure & News Service in 2008.

The Company again changed its name to FSTWV, Inc.

October 28, 2013, the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change

its name to Textmunication Holdings, Inc.

The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock.

November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc.

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.

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

Resonate Blends, LLC, a California limited liability company (“Resonate”), and the members of Resonate.

As a result of the

transaction, Resonate became a wholly owned subsidiary of the Company.

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.

These shares have anti-dilution protection.

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”)

with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage Labs.

a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company.

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 Entourage Labs in exchange for their membership interests of Entourage Labs.

These shares have anti-dilution

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.

addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance

Agreement”) with Mark S.

Johnson and the Company’s 49 % owned subsidiary, Aspire Consulting Group, LLC, a Virginia limited

liability company.

Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with its

IT consulting solutions, including all of the capital stock of Aspire Consulting, to Mr.

In exchange, Mr.

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.

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

wholly owned subsidiary;

Resonate Blends, Inc.

Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes.

As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.”

and the Company’s Articles of Incorporation have been amended to reflect this name change.

connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s

new business focus.

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

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

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

will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern for a period of one year from the issuance of these financial statements.

These consolidated financial

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

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ

from those estimates.

Consolidation

consolidated financial statements have been prepared in accordance with U.S.

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

All intercompany transactions and balances have been eliminated.

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.

receivable and allowance for doubtful accounts

receivables are stated at the amount management expects to collect.

The Company generally does not require collateral to support customer

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical

collection information and existing economic conditions.

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

Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration

to which the Company expects to be entitled to receive in exchange for those goods or services.

To determine revenue recognition for

arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

Identification

of the contract, or contracts, with a customer

Identification

of the performance obligations in the contract

Determination

of the transaction price

of the transaction price to the performance obligations in the contract

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

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

carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values

due to the short maturities of these items.

required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value

hierarchy, which prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices in

active markets;

(Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

three levels of the fair value hierarchy are described below:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full

term of the asset or liability;

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported

by little or no market activity).

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 December 31, 2024

Derivative Liabilities

As of December 31, 2023

Derivative Liabilities

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

Cost is determined on a first in, first out basis.

Management compares the cost

of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable

value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based

upon forecasts for future demand and market conditions.

Generally, the Company only keeps inventory on hand for sales made and in which

a deposit has been received.

income (loss) per Common Share

net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number

of shares of common stock outstanding during the period.

Fully diluted loss per share is computed similar to basic loss per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common shares had been issued and if the additional common shares were dilutive.

and equipment

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 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.

Under the asset and liability method, deferred income tax assets and liabilities

are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using

the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available

evidence, are not expected to be realized.

Because the Company has no net income, the tax benefit of the accumulated net loss has been

fully offset by an equal valuation allowance.

Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock

Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the

financial statements based on their fair values.

The fair value of the equity instrument is charged directly to compensation expense

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

Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees

for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other

non-employees.

In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to

the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or

warrant, whichever can be more clearly determined.

The fair value of the equity instrument is charged directly to compensation expense

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

3 – RELATED PARTY TRANSACTIONS

has periodically advanced funds to the Company for operating expenses.

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

parties were $ 221,268 and $ 70,099 , respectively.

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

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.

NOTE 4 - CONVERTIBLE NOTE PAYABLE

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

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

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

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.

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.

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

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.

June 27, 2022, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under

a Securities Purchase Agreement of the same date.

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.

September 8, 2022, the Company issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC (“AJB”)

for a principal amount of $ 600,000 , together with guaranteed interest of 12 % per year calendar from the date hereof.

All Principal and

Interest owing hereunder, along with any and all other amounts, shall be due and owing on the Maturity Date March 8, 2023 .

$ 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.

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

Date hereunder.

In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any

period following the original Maturity Date, payable monthly .

maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 % per annum.

On September 29,

2023, the Company entered into an amendment with AJB extending the maturity date of the Note through December 28, 2023 .

In exchange for

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.

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 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.

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 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.

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.

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

of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable

amount of future common stock to settle the host contract.

Accordingly, the embedded conversion option is required to be bifurcated from

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 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

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

June 20, 2023, the Company signed a Securities Purchase Agreement (“SPA”) with an accredited investor, pursuant to which

the Company issued and sold to the accredited investor a 15 % original issue discount Senior Promissory Note (non-convertible), dated

June 20, 2023, in the principal amount of $ 575,000 .

The Senior Promissory Note is secured by all of the Company’s assets under

a separate security agreement between the accredited investor and the Company.

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

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

after issuance and interest payable in cash monthly thereafter.

The Company may prepay the Senior Promissory Note at any time, but is

required to pay a premium of 104 % of the principal amount if repaid after 60 days.

additional consideration, the Company issued 1,318,000 shares of its common stock as commitment shares.

The Company was required to issue

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

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

in favor of the accredited investor for any future offerings not specifically exempted.

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.

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

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

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

the Company (“Pegasus Sub”).

Merger Agreement provides that at the closing, subject to terms and conditions, Pegasus Sub will merge with and into Pegasus, with Pegasus

surviving as a wholly-owned subsidiary of the Company.

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 Company.

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

Agreement, including a covenant by the Company that it would raise $ 3,000,000 less costs in new financing at Closing, with $ 435,000 loaned

pre-Closing to Pegasus under a secured promissory note with a face value of $ 575,000 .

Pegasus granted a security interest to the Company

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 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

assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian

Barrington simultaneously to the date of the aforementioned spin-out;

(iii) an agreeable plan to retire the Series E Designation;

financing by the Company of $3,000,000 less costs;

(v) the filing of the Certificate of Designation for the Series AA Preferred Stock

with the Secretary of State of Nevada;

and (vi) certain other customary conditions.

For the Company, these conditions include, without

limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC

lien subordinate to other lenders;

(ii) the payback by the Company of certain advances contributed by corporate officers and others in

the Company in an amount not to exceed $140,000;

(iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and

the transactions contemplated;

and (iv) certain other customary conditions .

Merger Agreement contains certain termination rights including the right of the parties to mutually agree upon termination, and by each

of the Company and Pegasus unilaterally if the other party has committed a violation of the covenants, representations and warranties

in the Merger Agreement.

Merger Agreement, the Merger, and the transactions contemplated thereby were unanimously approved by the board of directors of Pegasus,

and unanimously approved by the board of directors of the Company.

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.

December 31, 2024, 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 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

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 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

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/A

Item 9A. Controls and Procedures