(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~[X]~~ ☒ Yes ~~[ ]~~☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~[ ]~~☐ Yes ~~[X]~~ ☒ No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~25,288,879~~ 44,770,912 common shares as of ~~November~~August 16, ~~2020~~2021

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

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. Operating results for the interim period ended ~~September~~June 30, ~~2020~~2021 are not necessarily indicative of the results that can be expected for the full year.

The accompanying notes are an integral part of these unaudited consolidated financial statements

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2020~~2021 AND ~~2019~~2020

The accompanying notes are an integral part of these unaudited consolidated financial statements

~~For the nine months ended September~~FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 ~~and 2019~~

The accompanying notes are an integral part of these ~~audited~~unaudited consolidated financial statements

Resonate Blends, Inc. ~~(formerly~~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 our name to Firstwave Technologies, Inc.

~~In 2007, the Company deregistered its common stock~~On January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors. Mr. Asefi’s resignation is in ~~order to avoid the expenses~~support of ~~being~~Resonate Blends strategic direction of becoming a ~~public~~pure play cannabis company. The Company ~~reported briefly~~does not believe that Mr. Asefi has any disagreements on ~~the OTC Disclosure & News Service in 2008 but not for long. The Company again changed its name~~matters relating to ~~FSTWV, Inc.~~

On 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.

On 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 issued and outstanding shares.

Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. For merchants the company provides a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting into keywords designated to the merchant’s keywords.

On July 9, 2018, the 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split.

On June 25, 2019, the Company issued a press release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging national cannabis market. The Company planned on using its mobile texting platform to enhance communication efforts with the potential acquisitions.

On 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. 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.

our operations, policies or practices. Also, 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 membersJanuary 20, 2020, our Board of Entourage Labs. As 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 protection. 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.

In 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. Johnson. 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.

~~Finally, the Company entered into Employment Agreements with the following persons: (i)~~Directors appointed Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $180,000; (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $120,000; and David Thielen as Chief Investment Officer (CIO) with an annual salary of $120,000. All are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service.our Chairman.

On 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.

In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus.

On May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company will retain its cannabis operations based in Calabasas, California.

The consideration for the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of ~~$337,542,~~$337,542, based on our last sales price of ~~$0.07~~ $0.07 per share as of May 26, 2020. Upon the cancellation of the Shares, the Company agreed to execute a general release in favor of Mr. Asefi.

Also on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant 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~~ $200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr. Asefi’s employment agreement with the Company. Mr. 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. Mr. Asefi further released the Company of all claims.

Also on May 22, 2020, Mr. Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 shares of Series C Preferred Stock in favor of the sale of Textmunication to the Asefi Group.

On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled ~~4,755,209~~ 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of ~~$332,842,~~$332,842, based on our last sales price of ~~$0.07~~ $0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of ~~September~~June 30, ~~2020,~~2021, the Company has an accumulated deficit of ~~$21,302,031.~~$27,540,986. 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 operations. 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.

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

The 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. ~~At September~~As of June 30, ~~2020 no cash~~2021, the company balances exceeded the federally insured ~~limit.~~limit by approximately $1,250,000 deposited under one institution. Management is making certain arrangements to mitigate this risk during the next quarter.

Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. 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 September 30, 2020 and 2019 no allowance for doubtful accounts was set up.

The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606.

The 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.

As 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.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: 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;

Level 3: 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).

~~The~~Financial assets and liabilities measured at fair value ofon a recurring basis are summarized below for the ~~accounts receivable, accounts payable, notes payable are considered short term in nature~~quarter ended June 30, 2021 and ~~therefore their value is considered fair value.~~year ended December 31, 2020.

Basic 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.

Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven ~~years.~~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 policy capitalize property and equipment for cost over ~~$1,000,~~$1,000, asset acquired under ~~$1,000~~ $1,000are charge to operations.

Income 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.

The 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.

The 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.

The 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.

Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method is appropriate.

~~As of September 30,~~On May 22, 2020, the Company ~~had notes~~entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant 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. Asefi’s employment agreement with the Company. Mr. 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. Mr. Asefi further released the Company of all claims.

On 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. Selzer. 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:

On May 13, 2021, we amended the Separation Agreement to state the parties desire to reduce the total amount payable to ~~related party of $332,852. The amount payable was in relation~~Wais Asefi from $200,000 USD to $142,500 USD. In addition to the ~~agreed amount~~earlier payments made to ~~buyout~~Mr. Asefi, a payment of ~~shares held by former officer~~$40,000 was made on May 14, 2021 and ~~employees~~another payment on June 27, 2021 for $40,000. The final payment due on August 11, 2021 is for $25,000. The final payment due on August 11, 2021 will settle this agreement in full. Further under the amendment, Mr. Asefi nominated Textmunication, Inc., our prior subsidiary, as the recipient of ~~Textmunication Inc. As~~the funds due under the Separation Agreement.

The outstanding balances as of June 30, 2021 and December 31, ~~2019, there were approximately $11,650 of related party payables.~~2020 are $25,000 and $187,500 respectively.

On January 22, 2020, we executed a convertible promissory note with Geneva Roth Remark Holdings, Inc. for $113,300 with note discounted of $10,300 and interest at the rate of 10% per annum from the issue date. This note will mature on January 22, 2021 with penalty clause of 22% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 75% multiplied by the market price, representing a market discount of 25%. We have the ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%.

On March 3, 2020 Resonate Blends, Inc. (“Resonate”) agreed to pay Cicero Holding, Inc. (“Cicero”) five payments of $10,000 plus a final balloon payment of $60,000 by September 15, 2020. This settlement was on a previous $100,000 convertible note issued to Textmunication Holdings, Inc. on October 2, 2019. To date, Resonate has made two payments of $10,000 each – or $20,000 total. On June 23, 2020, both Parties agreed to amend the settlement agreement dated March 3, 2020. Resonate issued 900,000 common shares to Cicero with a leak-out of 120,000 shares per month to retire the remaining $90,000 owed on the Note.

On March 13, 2020 we executed a convertible promissory note with Armada Capital Partners LLC. for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion.

On March 13, 2020 we executed a convertible promissory note with BHP Capital NY for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion.

On March 13, 2020 we executed a convertible promissory note with Jefferson Street Capital LLC for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion.

On June 18, 2020, we executed a convertible promissory note with Geneva Roth Remark Holdings, Inc. for $85,800 together with any interest at the rate of 10% per annum from the issue date. If we decide to let this Note convert, the variable conversion price is 75% multiplied by the market price, representing a market discount of 25%. We have the ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%.

On July 20, 2020, we executed a Securities Purchase Agreement (“SPA”) with FirstFire and issued the FirstFire Note with a principal amount of $225,000, a $25,000 original issue discount and interest at 8% per annum. The principal balance and accrued but unpaid interest may be converted to our common stock at $0.10 per share or, upon default, at 75% of the lowest trading price in the last 20 days in our trading market.

On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group will cancel 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $337,542, based on our last sales price of $0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi.

On July 21, 2020, we paid off the Geneva Note in its entirety with proceeds acquired from the below new convertible promissory note (the FirstFire Note”) we issued to FirstFire Global Opportunities Fund LLC. The amount paid to Geneva was $140,397.01.

Convertible notes payable consists of the following as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

The three months ended June interest accrued ~~interest on~~for the convertible notes payable ~~were $28,860~~ at $12,263, $12,671 and ~~$10,556, respectively~~.$12,263 respectively.

Under U.S. GAAP, convertible debt is considered a “hybrid” financial instrument consisting of interest-bearing debt, referred to as the “host”, and certain embedded features requiring evaluation for bifurcation and separate accounting from the host instrument. ASC 815-15-25-1 provides the following guidance for determining whether an embedded feature should be accounted for separately as a derivative:

An embedded derivative shall be separated from the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria are met:

If an issuer concludes that any of the embedded features should be bifurcated and accounted for as derivatives, the issuer should determine the fair value of these features upon issuance and record them on the balance sheet as a derivative liability with a corresponding amount recorded as debt discount. This discount should be amortized to interest expense using the effective interest method. Any changes in fair value of the derivative liability subsequent to issuance should be recognized in the income statement in the period in which the change occurs.

The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). 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.

On ~~January 6, 2015,~~ October 16, 2019, the Company signed ~~an amendment to its~~a lease ~~originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and~~agreement that expires on thirty days’ notice.Rent expense was approximately ~~$5,607~~ $675 and ~~$11,025~~ $0 for the ~~three nine~~quarter ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~We also have a co-share office located in Calabasas, California for our executive team at Resonate. We pay $99 month for the office space.~~

On October 25, 2019, the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of ~~$180,000;~~$180,000; (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of ~~$120,000. On August 3, 2020, the Company entered into an Employment Agreement with~~$120,000: and David Thielen as Chief Investment Officer (CIO) with an annual salary of ~~$120,000.~~$120,000. All are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service.

On May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant 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. Asefi’s employment agreement with the Company.

On 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 $40,000 was made on June 27, 2021. The final payment was made on August 11, 2021, for $25,000 to settle 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.

~~For~~During the ~~nine months ended September 30, 2020,~~second quarter of 2021 the company issued a total of ~~5,332,186~~2,868,025 shares of common stock to vendors for compensation and services rendered. The fair market value of the shares issues accounted as expenses as follows:

On July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company retained its cannabis operations based in Calabasas, California. The Company has accounted for this spinout as a discontinued operation and retroactively reclassified all previously presented financial information. The following summarizes the results of operations for Textmunication, Inc. for the six months ended June 30, 2020

Resonate Blends was granted a Type S: Shared Facility - Adult and Medicinal Cannabis Manufacturing License on July 23, 2021. The ~~company has evaluated subsequent events for recognition and disclosure through September 29, 2020 which is~~license allows Resonate Blends to manufacture cannabis products at the ~~date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.~~licensed facility of The Galley, QVI, Inc. in Santa Rosa, California.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

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

Based in Calabasas, California, Resonate Blends, Inc. is a cannabis holding company centered on valued-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 we believe is the industry gold standard in user experience.

The Company believes the greatest long-term value creation in the cannabis industry will be in the establishment of high quality and consistent consumer brands. Resonate hopes to become a national leader through its vision in creating a family of brands designed specifically to deliver reliable, effective, beneficial experiences.

Resonate is committed to helping you live the life you love. We do not make the medicinal vs. recreational distinction. This is a temporary legal separation in some states that we expect will soon cease to exist. We believe in wellness for the whole person. We know that people with pain or anxiety also want to enjoy friends, concerts and have satisfying intimate experiences. We are designing experiences which will improve all areas of our lives.

To accomplish this, Resonate is Mastering the Art of Experience. This is our mission. By integrating science, technology, education, branding, marketing, sales and delivery - with every customer interaction we aim to provide exceptional experiences. Cannabis has a broad range of unique characteristics and we are dedicated to harnessing and amplifying those characteristics to support healthy empowered and engaged lifestyles. From product development through customer communication, we 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 our 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 at this time is crucial.

To communicate the breadth of wellness products that Resonate is developing, our team 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 they want. Products based on The Resonate System deliver relaxation, freedom from pain and anxiety, boosts in focus and creativity, sensuality, human connection and joy. Our products are formulated around a system of interconnected experience targets that will allow you to know exactly what to expect when using them.

While 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”). Our 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, our 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.

Koan, 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.

Resonate’s 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. Our 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 gently intentionally improve their well-being. They can be shipped directly or substituted for alcohol as a cocktail mixer.

Resonate’s Cordials have been developed in partnership with an award-winning advanced infusion technology partner and ~~are targeted for commercial release~~were launched to the retail channel in ~~early Q1~~late Q2 of 2021. The company ~~plans to offer~~is offering six unique blends at its initial ~~release.~~release and expects to have additional blends by the end of 2021.

~~In preparation for you upcoming release, we~~We have formalized contracts with our logistical and marketing partners and are ~~implementing~~building a digital native strategy supporting direct to consumer sales. This release will be followed ~~before year end~~ with our second product line that is already in full ~~development.~~development and is expected for targeted commercial release before the end of 2021.

The 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 ~~selects~~selected its strategic partners to develop innovative products and solutions.

Vertosa 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. The first product developed collaboratively is the Cordial product line, but both companies expect several other products to be developed over time utilizing Vertosa’s ~~nano-emulsification~~emulsification technology.

The 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. Vertosa’s 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.

The Company partnered with The ~~Hive Laboratory, LLC (THL),~~Galley, a California licensed Type N – Infused Products Manufacturer based in ~~Grover Beach, CA. THL~~Santa Rosa, California. The Galley produces and packages premium award-winning products ~~for the medicinal, recreational and nutraceutical cannabis industries,~~ and has worked with some of the ~~biggest named~~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 and ~~THL~~The Galley entered into a Master Services Agreement in which ~~THL~~The Galley will manufacture and package Resonate’s first family of products to precise specifications. ~~THL~~The Galley also has a Bureau of Cannabis Control (BCC) issued distribution license in California and, along with other select distribution partners, will distribute Resonate’s products to retail establishments throughout the state.

~~THL~~The Galley and Resonate have been in frequent contact throughout Resonate’s development period and ~~THL is prepared to support~~are now supporting the production of the Company’s unique family of wellness lifestyle products. Resonate’s ~~upcoming~~ 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.

Because of the unique nature of Resonate’s Koan products and the recent expansion of home delivery services in the cannabis industry, Resonate has ~~adopted~~prioritized a ~~direct to consumer~~direct-to-consumer method as their primary sales strategy. ~~Working with~~Resonate has identified a technology partner ~~Resonate is adding~~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.

In 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 ~~Hive Labs~~a leading cannabis full service distributor. The Company contracted with MARS Distribution to provide logistics and statewide distribution for Resonate’s Koan Cordials, its product line of unique experience blends currently available in California. MARS is the leading logistics and sales partner for cannabis beverages and top cannabis brands in California.

MARS was built to support the massive growth in the cannabis industry and bring efficiency and consistency to it. With a focus on beverages, MARS is the only distributor equipped to support the movement, storage, and sales of beverages in California. With hubs in Costa Mesa, Sacramento, Nevada and three more hubs under ~~their distribution license.~~way, MARS delivers orders to retailers in 72 hours or less.

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

~~Resonate selected Way To Blue~~The 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 ~~firm~~of our products. Our 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 actually beneficial for us, as these allowed us to reprioritize our sales approach and to build a marketing plan around on-line dispensaries with wide delivery networks. Although retail restrictions will eventually be relaxed, we do not expect that storefront dispensaries will return to the dominant role they played in the cannabis industry before COVID-19 for several reasons. Dispensaries 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, we have learned that a significant number of customers, particularly in our targeted demographic, really prefer the privacy and convenience of having products delivered to their homes. For all these reasons, we have decided to focus our marketing budget for at least the next six to nine months on supporting online and delivery outlets.

In response to the sudden change in customer buying preferences, Resonate has accelerated our plan to sell directly to consumers. We are in the process of partnering with an on-line platform which will allow us to communicate the value of our 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 for us. First, it allows us to control our brand messaging and to assure that we are able to provide the information and education customers need to make confident and informed product choices. Through this method, we also have access to customer information which is not available from dispensaries, which allows us 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 us financially as it increases our profit margin.

Therefore, our marketing budget and energy is now being channeled into appropriate programmatic advertising, developing informational materials for customers on our website, and developing professional and effective social media, search engine optimization and direct to consumer marketing campaigns. We will also offer training and market support to select premium California dispensaries. We expect that building our brand online will complement retail sales by increasing customer awareness and creating “pull-through” at brick-and-mortar facilities.

Resonate has partnered with Good People LLC as its statewide Koan Cordial sales team. Good People is working closely with Resonate Blends’ marketing team to plan events, train budtenders, schedule and track relevant promotions and inform the innovation pipeline with field insights. Koan Cordials dispensary buyer sample kits are now available through Good People and dispensaries are now stocking the product in strategic geographical locations.

For the first 12 months, Resonate will concentrate on releasing product and brand building in our home state of California. Resonate plans to follow the launch of its first six Koan products with others based on The Resonate System at regular intervals. Our 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. We are 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.

The 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 our mission of empowering the wellness market. In addition to creating our “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, we believe will provide consistent product quality that yields expected results and that also allows us to build a stable, successful company overall.

Resonate’s first commercial release is a family of ~~wellness lifestyle~~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-dose formulas that can be enjoyed privately or shared socially. Resonate plans to make these available initially in California in stylish mini bottles, each containing a single dose. 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. Our current products are as follows:

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

Our 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.

Balance 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.

Create 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.

We 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.

Put 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.

The 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 we have 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 151%, over industry average. The Resonate team excels in product branding.

There is no product in the marketplace exactly like our 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 we believe that none are equal to ours with respect to quality, efficacy, consistency and scope. Our products are water soluble and can be enjoyed privately or poured in beverages and shared socially. We believe that the total experience offered by our products cannot be found elsewhere in the industry.

While 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 our 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, offered under a well-crafted brand supported by an accessible information system. We provide The Resonate System so customers can understand what to expect and can make informed confident selections.

To summarize, we have signed and announced definitive agreements with various partners to execute on our overall business strategy. Our partner Vertosa is expected to develop our unique formulations through its advanced nano-emulsification process, The Galley is expected to assemble and package, the Good People to sell the products, MARS Distribution to distribute our products and Way To Blue is ~~an award-winning, global, integrated communications agency working with consumer, lifestyle, media~~expected to actively market and ~~entertainment companies, developing digitally led strategic brand communications.~~

~~Resonate will draw upon Way To Blue’s expertise in~~deliver social media strategy and execution, content creation, community management and influencer engagement. The marketing firm focuses on insight and data-driven storytelling campaigns to deliver optimal results in both brand building and product sales.

Our holding company, Resonate Blends, Inc., is now comprised of Resonate Blends LLC, the cannabis operations and product development side of the company; and Entourage Labs LLC, which is our Intellectual Property (IP) subsidiary.

We recently sold Textmunication, Inc., our mobile marketing subsidiary for the health, fitness and wellness sectors. Our company and a group of shareholders (hereinafter referred to as, the “Asefi Group”), including Wais Asefi, our former Chief Executive Officer and director, have entered into a Purchase Agreement, dated as of May 22, 2020, pursuant to which we have agreed to sell Textmunication, Inc.channels to the ~~Asefi Group.~~California market. This release will be followed with our second product line that is already in full development and is expected for targeted commercial release before the end of 2021.

The consideration for the sale of Textmunication, Inc. consisted of 4,822,029 shares of common stock of our company that belong to Wais Asefi and other members of the Asefi Group, and which were cancelled in the transaction. The 4,822,029 shares had a current market value of $337,542, based on our sales price of $.07 per share as of May 22, 2020.

Our principal executive office is located at 26565 Agoura Road, Suite 200, Calabasas, ~~CA.~~CA 91302. Our executive telephone number is (571) 888-0009.

Results of Operation for Three ~~and Nine~~ Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

We have generated no ~~revenues in our cannabis holding company or from our operating subsidiaries, Resonate Blends, LLC or Entourage Labs, LLC,~~sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

~~From~~2021, as compared with no sales for the three and six months ended June 30, 2020 on our current product line, but sales of $172,144 and $477,734 from the discontinued operations of our ~~prior held~~sold subsidiary, Textmunication, Inc., for the three and six months ended June 30, 2020. We recently launched our first line of six Cordial products to the retail channel in California and will start to generate revenues from the sales of these products in Q3.

We anticipate increased revenues on our six Cordials for the rest of the year, along with a rollout of our second product line before year’s end, which we ~~sold on July 20, 2020,~~hope will contribute to increasing our revenues. As we ~~recorded discontinued revenues of $534,743, as compared with revenues of $758,100~~have just launched our products to the retail channel, however, it may take some time for the ~~nine months ended September 30, 2019.~~markets to react, gain traction and result in brand awareness among our customers. There can be no assurances, however, that customers will positively react to our products.

~~We anticipate revenue from the Resonate Koan product line in first quarter of 2021.~~

Our operating expenses were ~~$236,160~~$1,397,013 for the three months ended ~~September~~June 30, ~~2020,~~2021, as compared with ~~$112,129~~$527,904 for the three months ended ~~September~~June 30, ~~2019.~~2020. Our operating expenses were ~~$1,445,463~~$2,175,025 for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, as compared with ~~$2,807,129~~$1,079,315 for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

The main reason for ~~our decreased~~the increased operating ~~expenses~~expense in ~~2020~~2021 was a result of non-cash management fees in ~~2019~~this quarter of ~~$2,521,582,~~$986,121, while ~~this year~~in 2020 we only ~~have $198,514~~had $198,515 in non-cash management fees. Non-cash expenses appear on an income statement because accounting principles require them to be recorded despite not actually being paid for with cash.

The non-cash management fees resulted from salary deferrals for insiders from 2020 that we issued in shares of common stock. Stock-based compensation is a non-cash expense item.

We expect that our operating expenses will increase in 2021 over 2020 as a result of our product launch and the increased expenses associated with our increased operations. If we are not able to meet the salaries of our management and are required to issue out stock as compensation, these non-cash expenses will also increase our operating expenses in future quarters.

We had other expenses of ~~$86,910~~$3,984,516 for the three months ended ~~September~~June 30, ~~2020~~2021 compared with other expenses of ~~$96,460~~$694,402 for the same period ended ~~September~~June 30, ~~2019.~~2020. We had other expenses of ~~$712,625~~$4,264,966 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared with other expenses of ~~$96,459~~$619,168 for the same period ended ~~September~~June 30, ~~2019.~~2020.

The main reason for our increased other expenses in ~~2020~~2021 was a result of loss on revaluation of derivative ~~liabilities of $617,769.~~liabilities.

We had net loss of ~~$351,399~~$5,381,529 for the three months ended ~~September~~June 30, ~~2020,~~2021, as compared with net loss of ~~$243,154~~$1,182,083 for the three months ended ~~September~~June 30, ~~2019.~~2020. We had a net loss of ~~$2,142,310~~$6,439,991 for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, as compared with a net loss of ~~$3,023,461~~$1,790,911 for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

As of ~~September~~June 30, ~~2020,~~2021, we had total current assets of ~~$9,014,~~$1,146,755 consisting of ~~$9,014~~$975,869 in ~~cash.~~cash and $170,886 in advances to suppliers. Our total current liabilities as of ~~September~~June 30, ~~2020~~2021 were ~~$1,790,835.~~$6,298,540. We had a working capital deficit of ~~$1,781,821~~$5,151,785 as of ~~September~~June 30, ~~2020,~~2021, compared with a working capital deficit of ~~$612,228~~$996,439 as of December 31, ~~2019.~~2020.

Operating activities used ~~$1,301,663~~$1,802,187 in cash for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared with cash used of ~~$386,001~~$762,261 for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Our negative operating cash flow for the ~~nine~~six months ended ~~September~~June 30, 2021 was largely the result of our net loss of $6,439,991, offset by share based compensation of $986,121. Our negative operating cash flow for the six months ended June 30, 2020 was largely the result of our net loss of $2,142,310, offset by loss on derivative liability of $536,819 and share based compensation of $198,514. Our negative operating cash flow for the nine months ended September 30, 2019 was largely the result of our net loss of $3,023,461, offset mainly by share based compensation of $2,521,635.$1,790,911.

We used $21,063 in cash used in investing activities for the six months ended June 30, 2021 for the purchase of fixed assets. We had no cash on investing activities for ~~both~~ the ~~three or nine~~six months ended ~~September~~June 30, ~~2020 and 2019.~~2020.

Cash flows provided by financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 amounted to ~~$1,119,943~~$2,684,794 compared with cash flows provided by financing activities of ~~$367,500~~$890,862 for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Our positive cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 consisted of proceeds from issuance of common ~~stocks $540,000,~~stock of $1,319,587, proceeds from Convertible notes payable ~~$806,000,~~of $1,870,000, offset by payments of notes payable of ~~$226,057.~~$504,793. Our positive cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 consisted primarily of convertible notes, notes payable and stock subscriptions.

From December 1, 2020 through March 15, 2021, we sold units priced at $25,000 per unit where each unit consisted of ~~proceeds from~~(i) an 8.0% Note in the ~~issuance~~principal amount of ~~preferred stock~~$25,000 convertible into Common Stock (the “Note) and ~~warrants~~(ii) a warrant for the purchase of ~~$200,000 and proceeds from convertible notes of $167,750.~~

~~The features~~83,333 shares of the ~~debt instruments and payables concerning our financing activities are detailed in the footnotes~~Company’s Common Stock (the “Warrant”).

We sold 90 Units for total proceeds of $2,265,000. After paying finder fees of $187,450 to our ~~financial statements.~~

~~Our optimum level of growth for success~~placement agent, we netted $2,077,550, which will be ~~achieved if~~used for working capital.

In addition, we also entered into subscription agreements in connection with an equity placement offering of a maximum of $2,000,000 in units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share. We sold 6,983,333 Equity Units for total proceeds of $1,047,500. After paying finder fees of $100,763 to our placement agent, we netted $946,737, which was used to pay off the remaining convertible note debt and will also be used for working capital. We also issued our placement agent 250,000 shares in restricted stock on May 21, 2020 as part of the Placement Agent and Advisory Services Agreement.

Until we are able to ~~raise $1,500,000 in the next twelve months. However, funds are difficult~~generate sufficient revenues to ~~raise in today’s economic environment. We have experienced a history of losses. If~~sustain operations, we ~~are unable to raise $1,500,000, our ability to implement our business plan and achieve our goals will be significantly diminished.~~

We are dependent on investment capital to continue our survival. We have raised money through convertible debt, almost always on unfavorable terms. There is no guarantee that these small convertible loans will be available to us in the future or on terms acceptable to us.

~~We also plan to raise money in the sale of our equity and debt securities.~~ There can be no assurance of funds from these efforts or that any other type of additional financing will be available to us on acceptable terms, or at all.

As of ~~September~~June 30, ~~2020,~~2021, we have an accumulated deficit of ~~$21,302,031.~~$27,540,986. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

As of ~~September~~June 30, ~~2020,~~2021, there were no off-balance sheet arrangements.

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed in Note 2 of our audited financial statements included in the Form 10-K filed with the Securities and Exchange Commission.

No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements.

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

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of ~~September~~June 30, ~~2020,~~2021, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~September~~June 30, ~~2020,~~2021, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following three material weaknesses that have caused management to conclude that, as of ~~September~~June 30, ~~2020,~~2021, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

No change in our system of internal control over financial reporting occurred during the period covered by this report, the period ended ~~September~~June 30, ~~2020,~~2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

For our cannabis operations, see risk factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed on ~~May 14, 2020.~~April 15, 2021.

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

~~On September 21, 2020, we issued 2,400,000 shares of common stock to an accredited investor for total proceeds of $240,000.~~

~~For~~During the ~~nine months~~six month ended ~~September~~June 30, ~~2020,~~2021, the company issued a total of ~~5,332,186~~2,868,025 shares of common stock to vendors for compensation and services rendered.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

**Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Resonate Blends, Inc.

Date:	~~November 23, 2020~~August 18, 2021

By:	/s/ Geoffrey Selzer
	Geoffrey Selzer
Title:	President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

	~~[ ]~~☐ Large accelerated filer	~~[ ]~~☐ Accelerated filer
	~~[ ]~~ ☒ Non-accelerated filer	~~[X]~~ ☒ Smaller reporting company
		~~[ ]~~ ☐ Emerging growth company

		Page
PART I – FINANCIAL INFORMATION		3

Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	811
Item 4:	Controls and Procedures	811

PART II – OTHER INFORMATION		12

Item 1:	Legal Proceedings	1012
Item 1A:	Risk Factors	1012
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1013
Item 3:	Defaults Upon Senior Securities	1013
Item 4:	Mine Safety Disclosures	1013
Item 5:	Other Information	1013
Item 6:	Exhibits	1013

	F-1	Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 (unaudited) and December 31, ~~2019;~~2020;
	F-2	Consolidated Statements of Operations for the for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited);
	F-3	Consolidated Statement of Stockholders’ Equity (Deficit) for the ~~nine months~~period ended ~~September~~June 30, ~~2020~~2021 (unaudited);
	F-4	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited); and
	F-5	Notes to Consolidated Financial Statements.

	June 30,2021			December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	975,869		$	114,325
Advances to Suppliers					54,599
Inventories		170,886			-
Total current assets		1,146,755			168,924
Fixed assets, net		21,063			-
Investment in equity method investee		100			100
TOTAL ASSETS		1,167,918			169,024

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		122,494			198,936
Due to related parties		25,000			187,500
Convertible notes payable, net of discount		1,870,000			504,793
Derivative liability		4,281,046			274,134
Settlement liability
Current liabilities of discontinued operations					-
Total current liabilities		6,298,540			1,165,363
Total liabilities		6,298,540			1,165,363
Stockholders’ deficit
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 2,000,000 shares issued.
Series B - Preferred stock, 66,667 shares authorized, $0.0001 par value, 0 issued.		-			-
Series C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value, 2,000,000 issued and outstanding		200			200
Series D Preferred stock 40,000 shares authorized, $0.0001 par value 0 issued and outstanding		-			-
Common stock; $0.0001 par value; 200,000,000 shares authorized; 44,270,912 and 29,769,627 shares issued and outstanding as of June 30, 2021 December 31, 2020 , respectively.		4,427			2,976
Additional paid-in capital		22,405,737			20,101,480
Accumulated deficit		(27,540,986	)		(21,100,995	)
Total Stockholders’ deficit		(5,130,622	)		(996,339	)
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	1,167,918		$	169,024

	September 30, 2020			December 31, 2019
ASSETS
Current assets
Cash and cash equivalents	$	9,014		$	3,115
Receivables		-
Current assets of discontinued operations		-			102,627
Total current assets		9,014			105,742
Investment in equity method investee		25,000			25,000
TOTAL ASSETS		34,014			130,742

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		168,046			63,664
Due to related parties		-			(100	)
Notes Payable Related Party		332,852
Convertible notes payable, net of discount		526,803			161,404
Derivative liability		763,134			262,712
Settlement liability					106,961
Current liabilities of discontinued operations		-			123,329
Total current liabilities		1,790,835			717,970
Stockholders’ deficit
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 0 and 4,000,000 issued and outstanding		-			400
Series C - Preferred stock, 2,000,000 shares authorized, $0.0001 par value, 2,000,000 issued and outstanding		200			200
Common stock; $0.0001 par value; 100,000,000 shares authorized; 24,789,981 and 17,133,936 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively.		2,479			1,715
Additional paid-in capital		19,542,531			18,570,178
Accumulated deficit		(21,302,031	)		(19,159,721	)
Total Stockholders’ deficit		(1,756,821	)		(587,228	)
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	34,014		$	130,742

													1			2			3			4
	The Three Months Ended						The Nine Months Ended						Six Months Ended						Three Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019			June 30 2021			June 30 2020			June 30 2021			June 30 2020
REVENUES	$			$	-		$			$			$	-		$	-		$	-			$	-
COST OF REVENUES					-									-			-			-				-
Gross profit		-			-			-			-			-			-			-				-
Operating expenses
Advertising		178			-			6,875			-			210,919			6,697			157,544				197
General and administrative expenses		112,967			10,113			456,674			13,486			133,162			335,088			(14,791	)			126,077
Legal and Professional fees		16,705			78,665			401,095			194,427			410,494			297,116			93,350				103,716
Officer Compensation		-			23,351			-			77,634			239,114			-			105,364				-
Salaries and Related		106,000			-			381,900			-			193,750			240,900			68,750				99,400
Sales Commission		-			-			-			-						-							-
Office Rent		310			-			405			-			1,465			-			675				-
Impairment of inhouse software					-						-			-						-				-
Non cash management fees		-			-			198,514			2,521,582			986,121			198,514			986,121				198,514
Total operating expenses		236,160			112,129			1,445,463			2,807,129			2,175,025			1,079,315			1,397,013				527,904
Loss from operations		(236,160	)		(112,129	)		(1,445,463	)		(2,807,129	)		(2,175,025	)		(1,079,315	)		(1,397,013	)			(527,904	)
Other Income (expense)
Other Income					-						-			844						532				-
Interest expense		(25,988	)		(34,027	)		(54,453	)		-			(58,728	)		(19,802	)		(37,198	)			(12,805	)
Loss on change of derivative liability		-			44,528			(617,769	)		44,528			(4,130,456	)		(617,768	)		(3,881,807	)			(699,999	)
Amortization of debt discount		(29,033	)		-			(40,475	)		(34,026	)		(10,583	)		(13,559	)		-				(13,559	)
Gain on settlement of derivative liabilities		-			-			31,961			-
Amortization of debt issuance costs														(123,543	)					(123,543	)
Gain (loss) on settlement of derivative liabilities														-						-
Legal settlement		(31,889	)		(106,961	)		(31,889	)		(106,961	)		-						-
Gain on settlement of notes payable					-						-			57,500			31,961			57,500				31,961
Total other expense		(86,910	)		(96,460	)		(712,625	)		(96,459	)		(4,264,966	)		(619,168	)		(3,984,516	)			(694,402	)
Income (loss) from investment in equity method investee					976						(11,125	)		-			-			-				-
Loss from continuing operations		(323,070	)		(207,613	)		(2,158,088	)		(2,914,713	)
Income (loss) on discontinued operations		(28,329	)		(35,541	)		15,778			(108,748	)
Net Loss	$	(351,399	)	$	(243,154	)	$	(2,142,310	)	$	(3,023,461	)
NET INCOME (LOSS) from continuing operations														(6,439,991	)		(1,698,483	)		(5,381,529	)			(1,222,306	)
NET INCOME (LOSS) from discontinued operations																	(92,428	)						40,223
NET INCOME (LOSS)														(6,439,991	)		(1,790,911	)		(5,381,529	)			(1,182,083	)

Basic weighted average common shares outstanding		23,694,220			12,544,669			19,731,100			12,595,552
Net Income (loss) per common share: basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.10	)	$	(0.23	)		31,085,610			17,727,765			31,085,610				22,583,232
													$	(0.21	)	$	(0.10	)	$	(0.17	)		$	(0.05	)


	Preferred Stock Series A			Preferred stock - Series C				Common Stock				Additional		Accumulated			Total Stockholders’
Balance, December 31, 2020		-	-		2,000,000	$	200		29,769,627	$	2,976	$	20,101,480	$	(21,100,995	)	$	(996,339	)
Common stock issuance		-	-		-		-		11,633,260		1,163		1,721,338		-			1,722,501
Preferred stock issuance					-		-
Non-Cash Compensation
Non-Cash Compensation, shares
Conversion of notes payable
Conversion of notes payable, shares
Net loss for the quarter		-	-												(1,058,462	)		(1,058,462	)
Balance, March 30, 2021		-	-		2,000,000	$	200		41,402,887	$	4,139	$	21,822,818	$	(22,159,457	)	$	(332,300	)
Net loss for the quarter														$	(5,381,529	)	$	(5,381,529	)
Issuance of common stock		-	-		-		-		2,868,025		288	$	582,919		-		$	583,207
Balances June 30, 2021		-	-		2,000,000	$	200		44,270,912	$	4,427	$	22,405,737	$	(27,540,986	)	$	(5,130,622	)

	Preferred stock						Preferred stock - Series B						Preferred stock - Series C				Preferred stock - Series D				Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
AS OF SEPTEMBER 30, 2020	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
As of December 31, 2019		4,000,000		$	400					$	-			2,000,000	$	200		-	$	-		17,133,936		$	1,713		$	18,570,178		$	(19,159,721	)	$	(587,230	)
Common stock issuance																						1,050,000			105			110,245						110,350
Issuance for services																						1,501,778			150			165,196						165,346
Net Loss 3 months ended March 31, 2020																															(608,828	)		(608,828	)
Balances, March 31, 2020		4,000,000			400			-			-			2,000,000		200		-		-		19,685,714			1,968			18,845,619			(19,768,549	)		(920,362	)
Conversion of notes payable																						750,000			75			74,925						75,000
Common stock issuance																						1,000,000			100			99,900						100,000
Non-cash Compensation																						2,495,129			250			249,265						249,515
Net loss 3 months ended June 30, 2020																															(1,182,083	)		(1,182,083	)
Balances June 30,2020		4,000,000			400			-			-			2,000,000		200		-		-		23,930,843			2,393			19,269,709			(20,950,632	)		(1,677,930	)
Common stock Issuance for Cash																						2,903,333			290			389,710						390,000
Conversion of notes payable																						900,000			90			89,910						90,000
Cancellation of shares held by Textmunication																						(4,755,029	)		(476	)		(332,376	)					(332,852	)
Non cash compensation																						1,335,279			135			93,336						93,471
Shares issues for legal settlement																						455,555			46			31,842						31,888
Cancellation of preferred stock		(4,000,000	)		(400	)																						400						-
Net loss 3 months ended September 30, 2020																															(351,399	)		(351,399	)
Balances, September 30, 2020		-		$	-			-		$	-			2,000,000		200		-	$	-		24,769,981		$	2,479		$	19,542,531		$	(21,302,031	)	$	(1,756,821	)

AS OF SEPTEMBER 30, 2019
As of December 31, 2018		4,000,000		$	400			66,667		$	7			2,000,000	$	200			$	-		4,456,452		$	446			15,404,716		$	(15,489,993	)	$	(84,224	)
Settlement of liabilities																						438,000			44			196,732						196,776
Stock issuance for services																						6,685,000			669			2,520,913						2,521,582
Net loss 3 months ended March 31, 2019																															(2,591,325	)		(2,591,325	)
Balances, March 31, 2019		4,000,000			400			66,667			7			2,000,000		200		-		-		11,579,452			1,159			18,122,361			(18,081,318	)		42,809
Preferred shares converted to common shares								(66,667	)		(7	)										20,000			2			5
Stocks and warrants issued for settlement for liabilities																		40,000		4								199,996						200,000
Net loss 3 months ended June 30, 2019																															(188,982	)		(188,982	)
Balances, June 30, 2019		4,000,000			400			-			-			2,000,000		200		40,000		4		11,599,452			1,161			18,322,362			(18,270,300	)		53,827
Stock issuance for settlement of liabilities																						1,280,000			127			163,906						164,033
Net loss 3 months ended September 30, 2019																															(243,154	)		(243,154	)
Balances, September 30, 2019		4,000,000		$	400			-		$	-			2,000,000		200		40,000	$	4		12,879,452		$	1,288		$	18,486,268			(18,513,454	)	$	(25,294	)

As of June 30, 2020	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance December 31, 2019		4,000,000	$	400		2,000,000	$	200		17,133,936	$	1,715	$	18,570,178	$	(19,159,721	)	$	(587,228	)
Net Loss for the quarter																(608,828	)		(608,828	)
Common stock issuance		-		-		-		-		2,571,778		255		275,440					275,696
Balance March 31, 2020		4,000,000	$	400		2,000,000	$	200		19,705,714	$	1,970	$	18,845,618	$	(19,768,549	)	$	(920,360	)
Net Loss for the quarter															$	(1,182,083	)		(1,182,083	)
Non-Cash Compensation										2,495,129		250		249,265					249,515
Conversion of notes payable										750,000		75		74,925					75,000
Common stock issue		-		-		-		-		1,000,000		100		99,900					100,000
Balance June 30, 2020		4,000,000		400		2,000,000		200		23,950,843		2,395		19,269,708		(20,950,632	)		(1,677,929	)

								1			2
	September 30, 2020			September 30, 2019			2021			2020
Cash Flows from Operating Activities
Net loss	$	(2,142,310	)	$	(3,023,461	)
(Income) loss from discontinued operations		(15,778	)		108,748
Net Income (loss)							$	(6,439,991	)	$	(1,790,911	)
Net loss from discontinued operations								-			-
Adjustments to reconcile											-
Amortization of debt discount		40,475			34,026
Amortization and depreciation								10,583			13,559
Loss on derivative liability		536,819			44,528			4,006,912			616,768
Non cash interest expense		101,014						16,142			18,303
Legal Settlement		106,961
Share based professional fees		176,627
Share professional fees								82,473			251,695
Share based compensation		198,514			2,521,635			986,121			198,514
Gain (Loss) on the settlement of debt		(31,961	)		106,961			(57,500	)		(31,961	)
Gain on settlement of derivative liabilities		(143,293	)								(143,293	)
Income (Loss) from equity method investee					11,125
Changes in assets and liabilities											-
Receivables											6,006
Inventories								(170,886	)
Advances to suppliers								(54,599	)
Accounts payable and accrued expenses		104,383			(19,566	)		(76,442	)		99,088
Due to Related party		(332,752	)		-			(105,000	)		(29	)
Net cash used in operating activities of continuing operations		(1,401,301	)		(216,004	)
Net cash provided by (used in) operating activities of discontinued operations		99,638			(169,997	)
Net cash used in operating activities		(1,301,663	)		(386,001	)

Cash Flows from Investing Activities
Investments in Joiant					-
Disposal of subsidiary company					-
Net cash provided by investing activities		-			-

Net cash used by operating activities								(1,802,187	)		(762,261	)
Net cash provided by discontinued operations											-
Net cash used in operations								(1,802,187	)		(762,261	)
Cash Flows from investing activities
Purchase of fixed assets								(21,063	)		-
Net cash used by investing activities								(21,063	)		-
Cash Flows from Financing Activities
Proceeds from subscription		540,000						1,319,587			150,000
Proceeds from convertible notes / loans payable		806,000			167,500
Proceeds from issuance of stock warrants					200,000
Payments to notes payables		(226,057	)
Net cash provided by financing activities of continuing operations		1,119,943			367,500
Net cash provided by financing activities of discontinued operations		187,619			38,067
		1,307,562			405,567

Proceeds from convertible notes (net)								1,870,000			581,000
Proceeds from notes payables								-			187,619
Payments on preferred stocks buy back								-
Payments on convertible notes payable								(504,793	)		(27,757	)
Net cash provided by financing activities								2,684,794			890,862
Net increase in cash		5,899			19,566			861,544			128,601
Cash, beginning of period		3,115			-			114,325			53,139
Cash, end of period	$	9,014		$	19,566		$	975,869		$	181,740

Supplemental disclosure of cash flow information
Cash paid for interest	$	12,235		$	9,557		$	58,728		$	-
Cash paid for tax	$	-		$	-			-			-
Non-Cash investing and financing transactions		-			-
Conversion of debt for common stock	$	90,000		$	163,906		$	306,858		$	85,000

	●	$12,500 when the initial $250,000 is raised by the Company;
	●	$12,500 when a total of $500,000 is raised by the Company;
	●	$10,000 when a total of $750,000 is raised by the Company;
	●	$35,000 when a total of $1,750,000 is raised by the Company;
	●	$35,000 when a total of $2,750,000 is raised by the Company;
	●	$35,000 when a total of $3,750,000 is raised by the Company;
	●	$35,000 when a total of $4,750,000 is raised by the Company; and
	●	$25,000 when a total of $5,750,000 is raised by the Company.

	September 30, 2020			December 31, 2019
Convertible Note face value	$	555,427		$	277,750
Less: Discounts		(28,624	)		(116,345	)
Net Convertible notes payable	$	526,803		$	161,404

	June 30, 2021		December 31, 2020
Convertible notes face value	$	1,870,000	$	517,544
Less: Discounts		-		(12,751	)
Less: Debt issuance cost		-
Net convertible notes	$	1,870,000	$	504,793

Professional Fees	$	110,500
Payment to obtain loan		165,195
Payment to management staff		198,514
	$	474,209

Professional Fees	$	583,409
Convertible promissory notes		-
Total	$	583,409

	Nine Months Ended
	2020			2019
Revenues	$	477,734		$	758,101

Cost of revenues		101,347			285,085
Operating expenses		468,815			581,764
		570,162			866,849

Loss from operations of discontinued operation		(92,428	)		(108,748	)
Gain on disposal of discontinued operations		108,206			-
Gain (loss) from discontinued operations	$	15,778		$	(108,748	)

1.	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending ~~September~~June 30, ~~2020.~~2021. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2.	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3.	Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

Exhibit Number		Description of Exhibit

~~3.1~~31.1**		~~Certificate of Amendment dated July 20, 2020~~
~~31.1~~		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~31.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~32.1~~32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2020~~2021 formatted in Extensible Business Reporting Language (XBRL).