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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to ________

 Commission
file number: 000-21202

 (Exact
name of registrant as specified in its charter)

 Nevada

 58-1588291

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 One
 Marine Plaza, Suite 305A

 North
 Bergen, New Jersey

 04047

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number: (786) 369-9696

registered under Section 12(b) of the Exchange Act: None

registered under Section 12(g) of the Exchange Act:

 Title
of each class

Stock, par value of $0.0001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by checkmark 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. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required
a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant
recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter was $ 6,732,534.

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 96,179,058
common shares as of April 16, 2024.

 Documents
Incorporated by Reference

 Amendment to Current Report on Form 8-K filed April 16, 2024.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected
 Financial Data

 Item
 7.

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

 Item
 8.

 Statements and Supplementary Data

 Item
 9.

 Changes
 In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive
 Compensation

 Item
 12.

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

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 Certifications

 PART
I

 Forward-Looking
Statements

 This
Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of
1995. 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." 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. 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.

 Item
1. Business

Acquisition, Change in Control and Change in Business Plan

 Change
in Control. Effective March 14, 2024, Geoffrey Selzer, our former Chief Executive Officer and Director, and Jim Morrison, our
current President and Director, entered into a Securities Purchase Agreement (the "Control Agreement"), pursuant to which
Mr. Selzer sold all 2,000,000 outstanding shares of the Company's Series C Preferred Stock to Mr. Morrison for $10.00 in cash.
Mr. Morrison now possesses voting control of the Company. See Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 EMGE
Acquisition Transaction. On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the "Exchange
Agreement"), with Emergent Health Corp., a publicly-traded (symbol: EMGE) Wyoming corporation ("EMGE"), and the holders
(the "EMGE Preferred Shareholders") of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock
(collectively, the "EMGE Equity Interests").

 On
March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders
exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company's to-be-designated Series
F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the "Series
F Preferred Stock"), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are
to be issued upon the Company's filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the
Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange
Agreement resigned and appointed four new members of the Company's Board of Directors.

 Conveyance
Agreement. On March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer
and Assignment of Subsidiary (the "Conveyance Agreement") with two of our then-wholly-owned subsidiaries, Resonate Blends,
LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate
Blends, LLC and Entourage Labs, LLC are referred to as the "Subsidiary"), and our former Chief Executive Officer and Director,
Geoffrey Selzer. Pursuant to the Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of
our assignment of the Subsidiary, Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities
of the Subsidiary, (b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us
(i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and
(ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary
of the Conveyance Agreement.

 New
Business Plan. The business plan and operations of EMGE now represent the entirety of our company's business operations.
References to "the Company," "our company," "ours," "us," "we" and similar
words are to Resonate Blends, Inc., EMGE and the subsidiaries of EMGE. The information below includes historical information about EMGE.

 Overview

 Our
company engages in the discovery, development and marketing of products designed to better mankind. We believe we are positioning our
company as a leader in the field of Regenerative Medicine defined by the National Institute of Health using nutritionally designed products.
Intended products are to be marketed under third-party label exemptions. We are focusing our current efforts on marketing licensed patent-pending
natural stem cell mobilizing agents capable of enhancing each individual's ability to mobilize their own adult stem cells from
their bone marrow. Also, we are licensed under a patent-pending application to market a dual acting all natural diet aid designed to
help control hunger through normal body signals to the brain and stomach. Products are being developed for consumer and professional
markets. Research and development activities center on exploring other areas, such as Secretogues that can naturally enhance a person's
own growth hormone production and similar all natural bioactive formulations to enhance human performance safely, ethically, legally
and utilizing known body mechanisms without the use of drugs.

 Additional
information about our new business plan and historical operations of EMGE is included in our Amendment to Current Report on Form 8-K filed April 16, 2024, which is incorporated herein by reference.

 Item
1A. Risk Factors

 The
report of our independent auditors indicates uncertainty concerning our ability to continue as a going concern and this may impair our
ability to raise capital to fund our business. In its opinion on our financial statements for the year ended December 31, 2023,
our independent auditors raised substantial doubt about our ability to continue as a going concern. We cannot assure you that this will
not impair our ability to raise capital on attractive terms. Additionally, we cannot assure you that we will ever achieve significant
revenues and therefore remain a going concern. Our financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 We
have incurred losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a
material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. We
have incurred losses in prior periods. Any losses in the future could cause the quoted price of our common stock to decline or have a
material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

 There
is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial
periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

 We
may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial
resources with which to establish our new business strategies. There is no assurance that we will be able to obtain sources of financing,
including in this offering, in order to satisfy our working capital needs.

 Additional risk factors concerning
our company, including risk factors related to EMGE, its business and financial condition, are included in our Amendment to Current Report on Form 8-K filed April 16, 2024, which is incorporated herein by reference.

 Item
1B. Unresolved Staff comments

 None.

 Item
2. Properties

 Currently,
we do not own any real estate. Our principal executive offices are located at One Marine Plaza, Suite 305A, North Bergen, New Jersey
04047. We pay rent of $5,400 per month at this location. We believe that our properties are adequate for our current needs, but growth
potential may require larger facilities due to anticipated addition of personnel. We do not have any policies regarding investments in
real estate, securities or other forms of property.

 Item
3. Legal Proceedings

 We
have no current legal proceedings.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock is quoted under the symbol "KOAN" on the OTCQB. Only a limited market exists for our securities. There is no
assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable
to resell his securities in our company.

 The
following table lists the high and low closing sale prices for our stock for each quarter for the last two fiscal years as reported on
the OTCQB. Because our stock is traded on the OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or
commission and may not represent actual transactions.

 Closing
 Price

 Quarter
 Ended

 High

 Low

 March

.0695

.0181

 June 30, 2023

.0960

.0161

 September 30, 2023

.0930

.054

 December 31, 2023

.0870

.0111

 Closing
 Price

 Quarter
 Ended

 High

 Low

 March

.3050

.0851

 June 30, 2022

.1392

.0682

 September 30, 2022

.093

.025

 December 31, 2022

.0699

.0152

 The
ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that
state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration
before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular
state. Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to
as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

 Holders
of Our Common Stock

 As
of April 16, 2024, we had 96,179,058 shares of our common stock issued and outstanding, held by approximately 175 shareholders of
record at our transfer agent, with approximately 47 additional shareholders holding our shares in street name.

 Dividends

 We
currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common
stock, and we do not anticipate paying any cash dividends in the foreseeable future.

 In
the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may
be declared from time to time on the common stock by our board of directors from funds legally available.

 There
are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 1.

 We
 would not be able to pay our debts as they become due in the usual course of business; or

 2.

 Our
 total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders
 who have preferential rights superior to those receiving the distribution.

Authorized for Issuance under Equity Compensation Plans

 On
March 19, 2019, our Board of Directors adopted the 2019 Equity Incentive Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive
to employees, directors and consultants, and to promote our success. Under the Plan, we are currently able to issue up to an aggregate
total of 10,000,000 incentive or non-qualified options to purchase our common stock, stock awards and other offerings.

Compensation Plans as of December 31, 2023

 Compensation
Plans Approved by
the Shareholders

 of Securities to be issued upon exercise of outstanding options

 Weighted-
 average exercise price of outstanding options

 of Securities remaining available for future issuance under equity compensation plans

 (a)

 (b)

 (c)

 2019
 Equity Compensation Plan

 -

 -

 10,000,000

 Other
 Equity Compensation (restricted stock awards)

 -

 -

 -

 Total

 -

 -

 10,000,000

Sales of Unregistered Securities

the three months ended December 31, 2023, we did not issue any unregistered securities not previously reported.

 Subsequent
to December 31, 2023, we have issued unregistered securities not previously reported, as follows:

 In
March 2024, we issued a $280,000 face amount promissory note (with $28,000 in OID) to an investor, in consideration of loan which netted
our company $252,000 in proceeds. This note bears interest at 12% per annum, with principal and interest payable on September 4, 2024.
Should we be in default, which shall not have been cured, this note is convertible into shares of our common stock at a conversion price
that shall equal the volume weighted average trading price (a) during the previous 20 trading-day period ending on the date of issuance
of the AJB Note or (b) during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower. This note
is secured by all assets of our company. In addition, we issued this investor a pre-funded common stock purchase warrant to purchase
3,428,571 shares of our common stock, with a nominal exercise price of $.00001 per share. This warrant may be exercised on a cashless
basis.

 Also
in March 2024, we issued a $280,000 face amount promissory note (with $30,000 in OID) to an investor, in consideration of a loan which
netter our company $250,000 in proceeds. This note bears interest at 12% per annum, with principal and interest payable on September
29, 2024. This note is convertible at any time and from time to time into shares of our common stock at a conversion price that shall
equal to $.035 per share; provided, however, that, upon an event of default, the per share conversion price shall be the lower of (a)
$.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of this
note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower. This note is unsecured.
In addition, we issued this investor pre-funded common stock purchase warrant to purchase 7,200,000 shares of our common stock, with
a nominal exercise price of $.00001 per share. This warrant may be exercised on a cashless basis. We also entered into a make-whole agreement
that assures that this investor shall derive not less than $250,000 in net proceeds from its sales of our common stock underlying the
warrant.

 These
securities were issued pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. Each investor is an
accredited investor and each represented its intention to acquire the securities for investment only and not with a view towards
distribution. Such investors were given adequate information about us to make an informed investment decision. We did not engage in
any general solicitation or advertising. The securities issued to such investors were affixed with an appropriate
restrictive legend.

 Item
6. Selected Financial Data

 Not
required under Regulation S-K for "smaller reporting companies."

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Acquisition, Change in Control and Change in Business Plan

 Change
in Control. Effective March 14, 2024, Geoffrey Selzer, our former Chief Executive Officer and Director, and Jim Morrison, our
current President and Director, entered into a Securities Purchase Agreement (the Control Agreement), pursuant to which Mr. Selzer sold
all 2,000,000 outstanding shares of the Company's Series C Preferred Stock to Mr. Morrison. Mr. Morrison now possesses voting control
of the Company. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 EMGE
Acquisition Transaction. On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the Exchange
Agreement), with Emergent Health Corp., a publicly-traded (symbol: EMGE) Wyoming corporation (EMGE), and the holders (the EMGE Preferred
Shareholders) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock (collectively, the EMGE Equity
Interests).

 On
March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders
exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company's to-be-designated Series
F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the Series F Preferred
Stock), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon
the Company's filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the Conveyance Agreement;
and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and
appointed four new members of the Company's Board of Directors.

 Conveyance
Agreement.

 On
March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary
(the Conveyance Agreement) with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company,
and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC are referred
to as the "Subsidiary"), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the Conveyance
Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary, Mr. Selzer
(a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified us for
any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the sale of
the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of
the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

 New
Business Plan.

 The
business plan and operations of EMGE now represent the entirety of our company's business operations. The discussion below concerning
our company's results of operations for the years ended December 31, 2023 and 2022, and the financial condition of our company
at December 31, 2023, relates only to our company prior to the consummation of the Exchange Agreement with the EMGE Preferred Shareholders.
None of the information in the discussion below should be considered to be an indication of our company's operating results for
the year ending December 31, 2024, and beyond.

 Current
Status

 In
connection with the EMGE transaction, we obtained a loan from a third party and, subsequent to the closing of the EMGE transaction, we
have obtained an additional loan from another third party. We remain, nevertheless, dependent on additional investment capital to
continue our survival. Historically, we have raised money through convertible debt, almost always on unfavorable terms. There is no guarantee
that any capital, including through convertible loan transactions, will be available to us in the future or, if available, on terms acceptable
to us. The terms of the recently obtained loans are discussed below.

 AJB
Capital Investments, LLC. In March 2024, the Company obtained a loan from AJB Capital Investments, LLC ("AJB") which
netted the Company $252,000 in proceeds. In consideration of such loan, the Company issued a $280,000 face amount promissory note (the
"AJB Note"), with OID of $28,000, bearing interest at 12% per annum, with principal and interest payable on September 4,
2024. The Company has the right to repay the AJB Note at any time. Should the Company be in default, which shall not have been cured,
the AJB Note is convertible into shares of the Company's common stock at a conversion price that shall equal the volume weighted
average trading price (a) during the previous 20 trading-day period ending on the date of issuance of the AJB Note or (b) during the
previous 20 trading-day period ending on the relevant conversion date, whichever is lower.

 The
AJB Note is secured by all assets of our company.

 In
addition, we issued to AJB a pre-funded common stock purchase warrant (the "AJB Warrant") to purchase 3,428,571 shares of
our common stock, with a nominal exercise price of $.00001 per share. The AJB Warrant may be exercised on a cashless basis,

 Ray
Vollintine. In March 2024, the Company obtained a loan from Ray Vollintine ("Vollintine") which netted the Company
$250,000 in proceeds. In consideration of such loan, the Company issued a $280,000 face amount promissory note (the "Vollintine
Note"), with OID of $30,000, bearing interest at 12% per annum, with principal and interest payable on September 29, 2024. The
Company has the right to repay the Vollintine Note at any time. The Vollintine Note is convertible at any time and from time to time
into shares of the Company's common stock at a conversion price that shall equal to $.035; provided, however, that, upon an event
of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the previous
20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending on the
relevant conversion date, whichever is lower.

 The
Vollintine Note is unsecured.

 In
addition, we issued to Vollintine a pre-funded common stock purchase warrant (the "Vollintine Warrant") to purchase 7,200,000
shares of our common stock, with a nominal exercise price of $.00001 per share. The Vollintine Warrant may be exercised on a cashless
basis, As further consideration for Vollintine's purchasing the Vollintine Note, we entered into a make-whole agreement that assures
that Vollintine shall derive not less than $250,000 in net proceeds from Vollintine's sales of the common stock underlying the
Vollintine Warrant.

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

 Revenues

 We
generated $16,468 in revenues for the year ended December 31, 2023, as compared with revenues of $49,501 for the year ended December
31, 2022, during which year we launched our first line of cordial products in California.

 Due
to our acquisition of EMGE and divestiture of the Subsidiary on March 14, 2024, any revenues reported during the first quarter of 2024
will be attributed to the Subsidiary through March 14, 2024; thereafter, any revenues reported by our company would be attributable to
the business operations of EMGE. There are no assurances that we will be successful in the implementation of our EMGE-centered business
plan or become financially viable and continue as a going concern.

 Gross
Profit

 We
accrued $114,140 in cost of revenues for the year ended December 31, 2023, resulting in a gross profit of ($97,762) for the year then
ended. We accrued $33,068 in cost of revenues for the year ended December 31, 2022, resulting in a gross profit of $16,433 for the year
then ended. Our negative gross margin was due to promotions and the write down of products.

 Due
to our acquisition of EMGE and divestiture of the Subsidiary on March 14, 2024, the gross margin reported during the first quarter of
2024 will be attributed to the Subsidiary through March 14, 2024; thereafter, gross margin reported by our company would be attributable
to the business operations of EMGE.

 Operating
Expenses

 Our
operating expenses were $301,551 for the year ended December 31, 2023, as compared with $1,405,828 for the year ended December 31, 2022.

 The
main drivers for the overall decrease in operating expenses in 2023 were the reduction of legal, professional fees and salaries, as well
as a significant decrease in non-cash management fees.

 We
spent $354,934 less on advertising for year ended December 31, 2023, than for the year ended December 31, 2022. We spent more on advertising
for the year ended December 31, 2022, to introduce our Koan Cordials to the California retail channel, perform Search Engine Optimization
(SEO), conduct Programmatic advertising, hire a professional agency to promote our Cordials on social media channels and other general
advertising methods.

 Legal
and professional fees decreased by $91,352 for the year ended December 31, 2023, over the year ended December 31, 2022. It is anticipated
that, for all of 2024, legal and professional fees will be higher than 2023 levels, due to our acquisition of EMGE. However, no prediction
can be made in this regard.

 General
and administrative expenses decreased by $46,154 for the year ended December 31, 2023, over the year ended December 31, 2022. It is anticipated
that, for all of 2024, general and administrative expenses will be higher than 2023 levels, due to our acquisition of EMGE. However,
no prediction can be made in this regard.

 Officer
compensation decreased by $405,375 for the year ended December 31, 2023, over the year ended December 31, 2022. Our officer compensation
declined as we suspended payments of officer salaries during 2023, but we expect that officer compensation will increase for all of 2024,
following our acquisition of EMGE.

 Non-cash
management fees decreased by $206,462 for the year ended December 31, 2023, over the year ended December 31, 2022. Our non-cash management
fees were less in 2023 compared to 2022, as we did not issue shares for services during 2023. It is possible, however, that non-cash
management fees may increase for all of 2024, in light of our acquisition of EMGE. However, no prediction can be made in this regard.

 Other
Income / Expense

 We
had other expense of $1,016,759 and other income of $2,043,022 for the years ended December 31, 2023 and 2022, respectively.

 Our
other expense for the year ended December 31, 2023, was mainly attributable to a loss on the change in derivative liability, interest
expense and the amortization of debt issuance costs.

 Our
other income for the year ended December 31, 2022, was mainly attributable to the gain on revaluation of derivative liabilities.

 We
are unable to predict our other income/expense for all of 2024.

 Net
Income / Loss

 We
had a net loss of $1,415,979 and net income of $653,627 for the years ended December 31, 2023 and 2022, respectively.

 It
is expected that, for all of 2024, we will report a net loss. However, we are unable to make any prediction, in this regard.

 Liquidity
and Capital Resources

 In connection with the EMGE transaction, we obtained
a loan from a third party and, subsequent to the closing of the EMGE transaction, we have obtained an additional loan from another third
party. We remain, nevertheless, dependent on additional investment capital to continue our survival. Historically, we have raised money
through convertible debt, almost always on unfavorable terms. There is no guarantee that any capital, including through convertible loan
transactions, will be available to us in the future or, if available, on terms acceptable to us. The terms of the recently obtained
loans are discussed below.

 AJB Capital Investments, LLC. In March
2024, the Company obtained a loan from AJB Capital Investments, LLC (AJB) which netted the Company $252,000 in proceeds. In consideration
of such loan, the Company issued a $280,000 face amount promissory note (the AJB Note), with OID of $28,000, bearing interest at 12% per
annum, with principal and interest payable on September 4, 2024. The Company has the right to repay the AJB Note at any time. Should the
Company be in default, which shall not have been cured, the AJB Note is convertible into shares of the Company's common stock at
a conversion price that shall equal the volume weighted average trading price (a) during the previous 20 trading-day period ending on
the date of issuance of the AJB Note or (b) during the previous 20 trading-day period ending on the relevant conversion date, whichever
is lower.

 The AJB Note is secured by all assets of our company.

 In addition, we issued to AJB a pre-funded common
stock purchase warrant (the AJB Warrant) to purchase 3,428,571 shares of our common stock, with a nominal exercise price of $.00001 per
share. The AJB Warrant may be exercised on a cashless basis,

 Ray Vollintine. In March 2024, the Company
obtained a loan from Ray Vollintine (Vollintine) which netted the Company $250,000 in proceeds. In consideration of such loan, the Company
issued a $280,000 face amount promissory note (the Vollintine Note), with OID of $30,000, bearing interest at 12% per annum, with principal
and interest payable on September 29, 2024. The Company has the right to repay the Vollintine Note at any time. The Vollintine Note is
convertible at any time and from time to time into shares of the Company's common stock at a conversion price that shall equal to
$.035; provided, however, that, upon an event of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted
average trading price during the previous 20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous
20 trading-day period ending on the relevant conversion date, whichever is lower.

 The Vollintine Note is unsecured.

 In addition, we issued to Vollintine a pre-funded common stock purchase
warrant (the Vollintine Warrant) to purchase 7,200,000 shares of our common stock, with a nominal exercise price of $.00001 per share.
The Vollintine Warrant may be exercised on a cashless basis, As further consideration for Vollintine's purchasing the Vollintine
Note, we entered into a make-whole agreement that assures that Vollintine shall derive not less than $250,000 in net proceeds from Vollintine's
sales of the common stock underlying the Vollintine Warrant.

 As
of December 31, 2023, we had total current assets of $976,938 consisting of $6,938 in cash and $970,000 in an advance to Pegasus Specialty
Vehicles. Our total current liabilities as of December 31, 2023, were $3,127,913. We had a working capital deficit of $2,150,975 as of
December 31, 2023, compared with a working capital deficit of $1,170,940 as of December 31, 2022.

 Cash
Flows Provided by / Used in Operating Activities

 Operating
activities provided $11,166 in cash for the year period ended December 31, 2023, compared with cash used of $1,428,467 for the year ended
December 31, 2022. Our positive operating cash flow for the year ended December 31, 2023, was largely the result of an increase in accounts
payable and accrued expenses. Our negative operating cash flow for the year ended December 31, 2022, was largely the result of our unrealized
gain on derivative liability of $2,213,527, offset by our net income of $653,627.

 In
light of the EMGE acquisition, we are unable to predict cash flows from operating activities for all of 2024.

 Cash
Flows Used in Investing Activities

 For
the year ended December 31, 2023, we used $805,000 in investing activities as an advance to Pegasus Specialty Vehicles. We did not use
cash for investing activities for the year ended December 31, 2022.

 In
light of the EMGE acquisition, we are unable to predict cash flows from investing activities for all of 2024.

 Cash
Flows Provided by Financing Activities

 Cash
flows provided by financing activities during the year ended December 31, 2023, amounted to $736,353, compared with cash flows
provided by financing activities of $1,479,973 for the year ended December 31, 2022. Our positive cash flows for the year
ended December 31, 2023, consisted of net proceeds from convertible debentures of $791,200, proceeds from the sale of warrants of
$30,000, proceeds from the sale of common stock of $10,000 offset by the repayment of related party advances of $94,847. Our
positive cash flows for the year ended December 31, 2022, consisted of proceeds from issuance of common stock of $91,173 and
proceeds from convertible notes payable of $1,388,800.

 In
light of the EMGE acquisition, we are unable to predict cash flows from financing activities for all of 2024.

 Going
Concern

 As
of December 31, 2023, we have an accumulated deficit of $26,736,403. 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.

 Off
Balance Sheet Arrangements

 As
of December 31, 2023, there were no off-balance sheet arrangements.

 Critical
Accounting Policies

 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. There have been no material changes
to our critical accounting policies as described in the footnotes to our financial statements included in our annual report on Form 10-K
for the year ended December 31, 2022; however, we consider our critical accounting policies to be those related to determining the amount
of revenue to be billed, the timing of revenue recognition, stock-based compensation, capitalization and related amortization of intangible
assets, impairment of assets, and the fair value of liabilities.

Accounting Pronouncements

 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.

 Item
8. Financial Statements and Supplementary Data

 Please
see our Financial Statements beginning on page F-1 of this Annual Report.

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 On
November 11, 2022, Boyle CPA, LLC resigned as our independent registered public accounting firm and we engaged Victor Mokuolu, CPA PLLC
as our independent registered public accounting firm. The engagement of Victor Mokuolu, CPA PLLC was approved by our Board of Directors.

 The
information required by Item 304(b) of Regulation S-K concerning the above change in accounting firm is set forth in the Current Report
on Form 8-K we filed on November 14, 2022, with the SEC.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this Annual Report, December 31, 2023. This evaluation was carried out
under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial
and Accounting Officer.

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial
and Accounting Officer, to allow timely decisions regarding required disclosure.

 Based
upon that evaluation, including our Principal Executive Officer and Principal Financial and Accounting Officer, we have concluded that
our disclosure controls and procedures were ineffective as of the end of the period covered by this Annual Report.

 Management's
Annual Report on Internal Control over Financing Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting
as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2023, our internal
control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control
over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective
risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines.

 We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this
Annual Report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses,
we hope to implement the following changes during our fiscal year ending December 31, 2024: (i) appoint additional qualified personnel
to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures
for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional
financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts
may be adversely affected in a material manner.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption
for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that was enacted
in 2010.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

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

 Name

 Age

 Positions

 Jim
 Morrison

 President,
 Principal Accounting Officer, Secretary and Director

 Sandy
 P. Lipkins

 Lance
 Liberti

 James
 W. Zimbler

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

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

 Jim
Morrison is considered by many to be one of the leading personal care strategists in the world, as well as one of the top executives.
From August 2022 to March 2024, Mr. Morrison served as CEO and a Director of Emergent Health Corp. ("EMGE"), a publicly-traded
company involved in the health and wellness industry (symbol: EMGE). Mr. Morrison is currently CEO of Integrity Wellness Inc., a dynamic
company in the wellness and regenerative biologics space. He has most recently been CEO of StarShop, which was the first celebrity-driven
video shopping app that was launched in a partnership with Sprint. His track record of leadership and accomplishment in the personal
care products space has been unparalleled. Mr. Morrison was President of L'Or al for over nine years. He was responsible
for many acquisitions, including both Redken and Matrix, and top-line growth that averaged over 20% during his tenure. Prior to L'Or al,
Mr. Morrison was President and CEO of Graham Webb, one of the most successful startups in the hair care space. After leaving L'Or al,
Mr. Morrison was CEO and owner of Sexy Hair Concepts for four years. In 2006, Business Week Magazine wrote, "Over the last two
decades Mr. Morrison has had a profound impact on the American Beauty Industry. In the industry's history no other executive has
had the level of financial responsibility or breadth of organizational experience as Jim. His devotion to, and success within the industry
is unmatched."

 Sandy
P. Lipkins – Director

 Sandy
P. Lipkins served as Director of Business Development of EMGE from August 2023 through March 2024. Mr. Lipkins has over 20 plus years
of venture capital, finance and sales experience. For the last 14 years, he has focused on the anti-aging/wellness sector. He has started
numerous successful enterprises in the regenerative medical space which have required multiple levels of expertise in business development
and strategic planning, as well as capital formation and executive management. Mr. Lipkins is passionate about promoting anti-aging,
healthy lifestyle and bringing cutting edge regenerative medicine to the critical masses domestically and internationally. He has taken
companies from incubation to revenues to setting up for sale or other liquidity events.

 Lance
Liberti – Director

 Lance
Liberti served as COO of EMGE from August 2023 through March 2024. As CEO and founder of Integrative Practice Solutions, Lance Liberti
brings a lifetime of experience and demonstrated excellence to the executive team. After founding a nationwide healthcare advertising
agency in his collegiate years, Mr. Liberti assumed the role of Chief Operating Officer of Spinal Aid Centers of America. During his
tenure he expanded the national franchise network from 67 to 162 locations and recognition as the #2 medical service franchise in the
world and the 91st fastest growing franchise of the new millennium (as rated by Entrepreneur Magazine in the 2007 Franchise 500 edition).
It was at this time that Mr. Liberti suffered his own run-in with "bone-on-bone" contact osteoarthritis, the result of a
high school football injury and failed prior reconstructive knee surgery. One of his Chiropractic clients introduced him to his father,
a D.O. performing Hyalgan injections that saved his knee and eliminated the need for further surgical intervention. Amazed by the miraculous
results and lack of awareness in the medical community that this treatment option even existed, Mr. Liberti partnered with this physician
to open the first stand-alone Osteoarthritis specialty practice in southern NJ in 2009. In this facility Mr. Liberti co-developed the
now patented Advanced Arthritis Relief Protocol (AARP Program), as well as the patient marketing and administrative business practices
that drive the clinical and financial success of this protocol in the more than 200+ licensed locations in 40+ US states today.

 James
W. Zimbler – Director

 James
W. Zimbler has served as Vice President of Corporate Finance of EMGE since July 1, 2020; he served as a Director of EMGE from November
2017 to November 2021. From December 2017 until June 2019, he served as President and a director of the predecessor iteration of a public
company that is now Enzolytics, Inc., a drug development company. In December 2016 he founded Emerging Growth Advisors, Inc., a consulting
firm providing advisory services related to mergers and acquisitions for corporations including us, where he has served as President
since its formation. Prior to founding Emerging Growth Advisors, Inc., Mr. Zimbler served in a managerial role at other consulting firms,
each specializing in mergers and acquisitions, roll-ups and turn-around work.

 Term
of Office

 Our
directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been
elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors
or until their successors are appointed.

 Family
Relationships

 There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.

 Significant
Employees

 We
have no significant employees.

 Involvement
in Certain Legal Proceedings

the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal
proceeding identified in Item 401(f) of Regulation S-K, including:

 1.
Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner
at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive
officer at or within two years before the time of such filing;

 2.
Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses);

 3.
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

 i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;

 ii.
Engaging in any type of business practice; or

 iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;

 4.
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity
Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any
such activity;

 5.
Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.
Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;

 7.
Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:

 i.
Any Federal or State securities or commodities law or regulation; or

 ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or

 iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.
Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

 Audit
Committee

 We
do not have a separately designated standing audit committee. The entire board of directors performs the functions of an audit committee,
but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed
by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the
independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results
of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results,
considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be
paid to the independent auditor and the performance of the independent auditor.

 We
do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe
that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes
as needed.

 For
the fiscal year ending December 31, 2023, the board of directors:

 1.

 Reviewed
 and discussed the audited financial statements with management, and

 2.

 Reviewed
 and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's
 independence.

 Based
upon the board of directors' review and discussion of the matters above, the board of directors authorized inclusion of the audited
financial statements for the year ended December 31, 2023, to be included in this Annual Report on Form 10-K and filed with the SEC.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders
are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely
on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2023.

 Code
of Ethics

 As
of December 31, 2023, we had not adopted a Code of Ethics. We believe that the small number of board and management members do not yet
warrant the adoption of a Code of Ethics.

 Item
11. Executive Compensation

 The
table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years
ended December 31, 2023 and 2022.

 Summary
 Compensation Table

 Name
 and principal position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards
 ($)

 Option

 Awards
 ($)

 All
 Other
 Compensation
 ($) (1)(2)

 Total

 ($)

 Jim
Morrison (1)

 2023

 -

 -

 -

 -

 -

 -

 (President
 and Secretary)

 2022

 -

 -

 -

 -

 -

 -

 Geoffrey
 Selzer

 2022

 $
 180,000

 $
 180,000

 (former
 CEO and Director)

 2023

 $
 12,500

 $
 12,500

 David
 Thielen

 2022

 $

 $

 (former
 CIO and Director)

 2023

 $
 12,500

 $
 12,500

 Pam
 Kerwin

 2022

 $

 $

 (former
 Chief Operating Officer)

 2023

 $
 3,750

 $
 3,750

 (1)
Mr. Morrison did not become Chief Executive Officer of our company until March 2024.

 Narrative
to Summary Compensation Table

 Jim
Morrison. We have not yet entered into an employment agreement with, or otherwise compensated, our new President, Jim Morrison.
It is expected that, in the near future, we will enter into an employment agreement with Mr. Morrison, the terms of which have not been
determined.

 David
Thielen. On March 1, 2017, we appointed David Thielen as our Chief Operating Officer. We did not have an employment agreement
with Mr. Thielen at the time. He was CEO of Aspire in which we used to own a 49% equity interest. We paid Mr. Thielen an annual salary
of $60,000 until October 25, 2019, when Mr. Thielen resigned as COO and accepted a new role as Chief Investment Officer (CIO) and Director.
Mr. Thielen now has an employment agreement and is paid $120,000 annually. He can also receive equity shares through assigned revenue
and company milestones set by the Board of Directors. His initial term of employment is for two years. He may request to terminate his
employment contract and forfeit all benefits and equity grants, if provided, with a 30-day notice. Should he terminate his employment
before two years, he will forfeit the right to earn any future milestone achievement benefits entirely regardless of how close the company
may be to achieving them. However, should a change of control occur resulting in the sale of the business anytime within 9 months of
termination, all milestone achievements shall be deemed accomplished and all rights to the shares shall immediately vest prior to the
close of such Change of Control event.

 Geoffrey
Selzer. With the merger of Resonate Blends LLC and Entourage Labs LLC on October 25, 2019, Mr. Selzer was announced as Chief
Executive Officer of the holding company. His annual salary is $180,000 and his team has 10% non-dilutive stock, with Mr. Selzer controlling
51% of this amount. Mr. Selzer also has equity milestones in place for meeting preassigned revenue and market valuation goals.

 Mr.
Selzer's term of employment is for two years. He may request to terminate his employment contract and forfeit all benefits and
equity grants, if provided, with a 30-day notice. Should he terminate his employment before two years, he will forfeit the right to earn
any future milestone achievement benefits entirely regardless of how close the company may be to achieving them. However, should a change
of control occur resulting in the sale of the business anytime within 9 months of termination, all milestone achievements shall be deemed
accomplished and all rights to the shares shall immediately vest prior to the close of such Change of Control event.

 At
the end of his employment term, an option to continue employment at an annual contract or at-will employment will be available if agreed
upon by both parties. The Company may not terminate his employment without Cause.

 Pamela
Kerwin. Pamela Kerwin was announced as our Chief Operating Officer on October 25, 2019. Ms. Kerwin's salary is $120,000
annually and she also participates in the 10% of non-dilutive stock of the holding company.

 Her
term of employment is for two years. She may request to terminate her employment contract and forfeit all benefits and equity grants,
if provided, with a 30-day notice. Should she terminate her employment before two years, she will forfeit the right to earn any future
milestone achievement benefits entirely regardless of how close the company may be to achieving them. However, should a change of control
occur resulting in the sale of the business anytime within 9 months of termination, all milestone achievements shall be deemed accomplished
and all rights to the shares shall immediately vest prior to the close of such Change of Control event.

 Outstanding
Equity Awards at Fiscal Year-End

 The
table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive
officers as of December 31, 2023.

 OUTSTANDING
 EQUITY AWARDS AT FISCAL YEAR-END

 OPTION
 AWARDS

 STOCK
 AWARDS

 Name

 of Securities Underlying Unexercised Options (#) Exercisable

 of Securities Underlying Unexercised Options (#) Unexercisable

 Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Option
 Exercise Price ($)

 Option
 Expiration Date

 of Shares or Units of Stock That Have Not Vested (#)

 Market
 Value of Shares or Units of Stock That Have Not Vested ($)

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

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

 David
 Thielen (1)

 -

 -

 -

 n/a

 n/a

 -

 -

 -

 -

 Pam
 Kerwin (1)

 -

 -

 -

 n/a

 n/a

 -

 -

 -

 -

 Geoffrey
 Selzer (1)

 -

 -

 -

 n/a

 n/a

 -

 -

 -

 -

 Jim
 Morrison (2)

 -

 -

 -

 n/a

 n/a

 -

 -

 -

 -

 (1)
This person resigned all positions with our company in March 2024.

 (2)
Mr. Morrison did not become an officer of our company until March 2024.

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

 SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

F Convertible Preferred Stock

 In
the EMGE Acquisition, we acquired the EMGE Equity Interests for an equal number of shares of our to-be-designated Series F Convertible
Preferred Stock that shall convert into 93% of the common stock of our company on a fully-diluted basis, which is to say that the holders
of our common stock immediately prior to the consummation of the EMGE Acquisition will, upon the conversion of the Series F Convertible
Preferred Stock, own 7% of the then-outstanding shares of our common stock. The shares of Series F Convertible Preferred Stock are currently
issuable to the EMGE Preferred Shareholders and are to be issued upon our filing of a Certificate of Designation with the State of Nevada.

 The
table below under "Common Stock and Series C Preferred Stock" does not take into account the conversion rights of the Series
F Convertible Preferred Stock.

Stock and Series C Preferred Stock

 The
following table sets forth, as of April 16, 2024, certain information as to shares of our common stock owned by (i) each person
known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our
executive officers and directors as a group. Unless otherwise stated, the address for each beneficial owner is
One Marine Plaza, Suite 305A, North Bergen, New Jersey 04047.

 Stock

 C Preferred Stock

 of Shares Owned

 Percent
 of Class (1)(2)

 of Shares Owned

 Percent
 of Class (1)(2)

 Jim
 Morrison

 %

 (3)

 %

 Sandy
 P. Lipkins

 %

 -

 -

 Lance
 Liberti

 %

 -

 -

 James
 W. Zimbler

 %

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

 %

 (3)

 %

 5%
 Holders

 Richard
 Hoge

 5,198,640

 5.41
 %

 (1)

 Pursuant
 to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared
 voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon
 exercise of common shares purchase options or warrants.

 (2)

 The
percent of class is based on 96,179,058 shares of common stock outstanding and 2,000,000 shares of Series C Preferred Stock outstanding
as of April 16, 2024.

 (3)

 Mr.
 Morrison's ownership of 100% of the Series C Preferred Stock provides Mr. Morrison with voting control of our company.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Other
than described below or the transactions described under the heading "Executive Compensation" (or with respect to which such
information is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction
or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the
lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which
any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any
of the foregoing persons had or will have a direct or indirect material interest.

 Change
in Control

 Effective
March 14, 2024, Geoffrey Selzer, our former Chief Executive Officer and Director, and Jim Morrison, our current President and Director,
entered into a Securities Purchase Agreement (the "Control Agreement"), pursuant to which Mr. Selzer sold all 2,000,000 outstanding
shares of the Company's Series C Preferred Stock to Mr. Morrison for $10.00 in cash. Mr. Morrison now possesses voting control
of the Company. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 EMGE
Acquisition Transaction

 On
February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the "Exchange Agreement"), with Emergent
Health Corp., a Wyoming corporation (EMGE), and the holders (the "EMGE Preferred Shareholders") of Series Class A Preferred
Stock and the Series C Convertible Non-Voting Preferred Stock (collectively, the "EMGE Equity Interests").

 On
March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders
exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company's to-be-designated Series
F Convertible Preferred Stock that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the "Series
F Preferred Stock"), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are
to be issued upon the Company's filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the
Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange
Agreement resigned and appointed four new members of the Company's Board of Directors.

 Conveyance
Agreement

 On
March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary
(the "Conveyance Agreement") with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability
company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC
are referred to as the "Subsidiary"), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the
Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary,
Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified
us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the
sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the
sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

 Other
Transactions

 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. 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:

 $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.

 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
payment on June 27, 2021 for $40,000. The final payment was made on August 11, 2021 for $25,000. The final payment on August 11, 2021
settled this agreement in full. Further under the amendment, Mr. Asefi nominated Textmunication, Inc., our prior subsidiary, as the recipient
of the funds due under the Separation Agreement. As of December 31, 2022, the Company made all of its required payments to Mr. Asefi.

 The
outstanding balances as of December 31, 2023, and December 31, 2022, are $70,099 and $38,500, respectively. The remaining balance as
of December 31, 2022, is due to Mr. Selzer, the former CEO of Resonate, as he has provided several loans to the Company.

 Item
14. Principal Accounting Fees and Services

 Below
are tables of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of the Company's annual financial
statements and review of the quarterly financial statements for the years ended:

 Victor
Mokuolu, CPA PLLC

 Statements for the
 Year Ended December 31

 Audit
 Services

 Audit
 Related Fees

 Tax
 Fees

 Other
 Fees

 2023

 $
 21,000

 $
 -

 $
 -

 $
 -

 2022

 $
 21,000

 $
 -

 $
 -

 $
 -

 PART
IV

 Item
15. Exhibits, Financial Statements Schedules

 (a)

 Statements and Schedules

 The
following financial statements and schedules listed below are included in this Form 10-K.

Statements (See Item 8)

 (b) Exhibits

 Exhibit Number

 Description

 2.1

 Stock
 Purchase Agreement (1)

 2.2

 Membership
 Interest Purchase Agreement (2)

 2.3

 Membership
 Interest Purchase Agreement (2)

 2.4

 Agreement
 of Conveyance (2)

 2.5

 Letter
 of Intent (11)

 2.6

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

 2.7

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

 2.8

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

 3.1

 Articles
 of Incorporation (3)

 3.2

 Certificate
 of Change (3)

 3.3

 Certificate
 of Amendment (4)

 3.4

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

 3.5

 Certificate
 of Designation for Series E Preferred Stock (7)

 3.6

 Certificate
 of Amendment (8)

 3.7

 Bylaws,
 as amended (3)

 4.1

 Secured
 Convertible Promissory Note (6)

 4.2

 8%
 Unsecured Convertible Promissory Note (10)

 4.3

 Warrant (10)

 4.4

 Warrant (10)

 4.5

 Promissory Note (12)

 4.6

 Promissory Note (12)

 4.7

 Stock Purchase Warrant (12)

 4.8

 Stock Purchase Warrant (12)

 4.9

 Promissory Note (13)

 4.10

 Promissory Note (13)

 4.11

 Stock Purchase Warrant (13)

 4.12

 Stock Purchase Warrant (13)

 4.13

 Promissory Note (14)

 4.14

 Stock Purchase Warrant (14)

 4.15

 Promissory Note (15)

 4.16

 Promissory
 Note (16)

 4.17

 Stock Purchase Warrant (16)

 10.1

 Separation
 Agreement and Release (1)

 10.2

 Voting
 Agreement (1)

 10.3

 Employment
 Agreement (2)

 10.4

 Employment
 Agreement (2)

 10.5

 Purchase Agreement (6)

 10.6

 Addendum
 to Securities Purchase Agreement (9)

 10.7

 Purchase Agreement (12)

 10.7

 Purchase Agreement (12)

 10.8

 Purchase Agreement (16)

 10.9

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

 10.10

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

 31.1

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

 31.2

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

 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.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

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

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

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

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

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

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

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

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

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

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

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

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

 Incorporated by reference to the Current Report on Form 8-K filed on February 10, 2022.

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

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

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

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

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

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the 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.

 By:

 /s/
 Jim Morrison

 Jim
 Morrison

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

 April

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/
 Jim Morrison

 Jim
 Morrison

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

 April

 By:

 /s/
 Sandy P. Lipkins

 Sandy
 P. Lipkins

 April

 By:

 /s/
 Lance Liberti

 Lance
 Liberti

 April

 By:

 /s/
 James W. Zimbler

 James
 W. Zimbler

 April

TO FINANCIAL STATEMENTS

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

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID No. 6771)

 Balance Sheets at December 31, 2023 and 2022

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

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

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

 Notes
 to Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors,

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Resonate Blends, Inc. ("the Company") as of December 31, 2023,
and December 31, 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years
ended December 31, 2023, and December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of years ended December
31, 2023, and December 31, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's ability to continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered recurring operating losses, has working capital deficit of $2,150,975
and $1,170,940, as of December 31, 2023, and December 31, 2022, respectively. The Company also had accumulated deficit of
$26,736,403 and $25,320,424 as of December 31, 2023, and December 31, 2022, respectively. These factors raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Note Payable

 As
described in Note 4, Convertible Note Payable and Note 5, Derivative Liabilities, to the consolidated financial statements, the
Company had convertible note payable that required accounting considerations and significant estimates.

 The
Company determined that variable conversion features issued in connection with certain convertible debentures required derivative liability
classification. These variable conversion features were initially measured at fair value and subsequently have been remeasured to fair
value at each reporting period. The Company determined the fair value of the embedded derivatives using the Binomial option
pricing model. The value of the embedded derivative liabilities related to the convertible note payable was $166,861 as of December 31,
2023.

 We
identified the accounting considerations and related valuations, including the related fair value determinations of the embedded derivative
liabilities of such as a critical audit matter. The principal considerations for our determination were: (1) the accounting consideration
in determining the nature of the various features (2) the evaluation of the potential derivatives and potential bifurcation in the instruments,
and (3) considerations related to the determination of the fair value of the various debt and equity instruments and the conversion features
that include valuation models and assumptions utilized by management. An audit of these elements is especially challenging and requires
auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized
skill or knowledge needed.

 Our
audit procedures related to management's conclusion on the evaluation and related valuation of embedded derivatives, included the
following, among others: (1) evaluating the relevant terms and conditions of the various financings, (2) assessing the appropriateness
of conclusions reached by the Company with respect to the accounting for the convertible debt, and the assessment and accounting for
potential derivatives and (3) independently recomputing the valuations determined by Management.

 Victor
 Mokuolu, CPA PLLC

 We
 have served as the Company's auditor since 2023.

 Houston,
 Texas

 April

 PCAOB
 ID: 6771

 F- 1

Balance Sheets

 ASSETS

 Current
 assets

 Cash
 and cash equivalents

 $
 6,938

 $
 64,419

 Inventory

 -

 160,492

 Other
 receivable

 -

 150,000

 Advances
 to Pegasus Specialty Vehicles LLC

 970,000

 -

 Total
 current assets

 976,938

 374,911

 Fixed
 assets, net

 15,303

 24,110

 Investment

 TOTAL
 ASSETS

 $
 992,341

 $
 399,121

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 Current
 liabilities

 Accounts
 payable and accrued liabilities

 $
 445,219

 $
 319,618

 Due
 to related parties

 70,099

 164,946

 notes payable

 1,845,734

 988,800

 Senior
 promissory note

 600,000

 -

 Derivative
 liability

 166,861

 72,487

 Total
 current liabilities

 3,127,913

 1,545,851

 Total
 liabilities

 3,127,913

 1,545,851

 Stockholders'
 Deficit

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

 -

 -

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

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

 -

 -

 Preferred stock value

 -

 -

 stock; $ 0.0001 par value; 200,000,000 shares authorized; 86,623,596 and 75,437,604 shares issued and outstanding

 8,662

 7,544

 Stock
 subscription receivable

)

)

 Additional
 paid-in capital

 24,853,028

 24,427,009

 Accumulated
 deficit

 ( 26,736,403
)

 ( 25,320,424
)

 Total
 stockholders' deficit

 ( 2,135,572
)

 ( 1,146,730
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 992,341

 $
 399,121

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

 F- 2

Statements of Operations

 For
 the Year Ended

 REVENUES

 $
 16,468

 $
 49,501

 COST
 OF REVENUES

 114,140

 33,068

 Gross
 profit

 ( 97,672
)

 16,433

 OPERATING
 EXPENSES

 Advertising

 23,772

 378,706

 General
 and administrative

 163,903

 210,057

 Legal
 and professional

 85,126

 176,478

 Officer
 compensation

 28,750

 434,125

 Non
 cash management fees

 -

 206,462

 Total
 operating expenses

 301,551

 1,405,828

 OPERATING
 LOSS

 ( 399,223
)

 ( 1,389,395
)

 OTHER
 INCOME (EXPENSES)

 Interest
 expense

 ( 636,616
)

 ( 150,065
)

 Gain
 (loss) on change in derivative liability

 ( 94,374
)

 2,213,527

 Amortization
 of issuance costs

 ( 160,733
)

 ( 31,795
)

 Gain
 (loss) on settlement of notes payable

 ( 5,033
)

 -

 Loss
 on investment

 ( 120,000
)

 -

 Other
 income

 -

 11,355

 Total
 operating income (expense)

 ( 1,016,756
)

 2,043,022

 NET
 INCOME (LOSS)

 $
)

 $
 653,627

 INCOME
 (LOSS) PER SHARE- basic and diluted

 $
 ( 0.02
)

 $
 0.01

 WEIGHTED
 AVERAGE SHARES OUTSTANDING

 80,013,557

 75,437,604

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

 F- 3

Statement of Stockholders' Deficit

 Preferred
 Stock Series A

 Preferred
 Stock Series C

 Stock

 Additional
 Paid-in

 Stock

 Subscription

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Capital

 Issuable

 Receivable

 Deficit

 Total

 Balance,
 December 31, 2021

 -

 $
 -

 $

 45,046,637

 $
 4,504

 $
 21,867,416

 $
 -

 $
 -

 $
 ( 25,974,051
)

 $
 ( 4,101,931
)

 Issuance
 of common stock in private placement

 -

 -

 -

 -

 6,636,985

 504,312

 -

)

 -

 243,917

 Issuance
 of common stock for debt conversions

 -

 -

 -

 -

 22,749,316

 2,275

 1,844,332

 -

 -

 -

 1,846,607

 Stock
 issuance for services

 -

 -

 -

 -

 1,004,666

 210,949

 -

 -

 -

 211,050

 Net
 income

 -

 -

 -

 -

 -

 -

 -

 -

 653,627

 653,627

 Balance, December

 -

 -

 75,437,604

 7,544

 24,427,009

 -

)

 ( 25,320,424
)

 ( 1,146,730
)

 Balance

 -

 -

 75,437,604

 7,544

 24,427,009

 -

)

 ( 25,320,424
)

 ( 1,146,730
)

 Reclassification
 of convertible debt

 -

 -

 -

 -

 -

 -

 ( 247,142
)

 -

 -

 -

 ( 247,142
)

 Exercise of warrants

 -

 -

 -

 -

 1,273,273

 29,873

 -

 -

 -

 30,000

 Stock
 issuance for services

 -

 -

 -

 -

 250,000

 2,278

 -

 -

 -

 2,303

 Issuance
 of common stock for commitment fees

 -

 -

 -

 -

 6,243,000

 381,453

 -

 -

 -

 382,077

 Recognition
 of stock issued for services

 -

 -

 -

 -

 -

 -

 7,671

 -

 -

 -

 7,671

 Issuance
 of common stock in private placement

 -

 -

 -

 -

 137,500

 9,986

 -

 -

 -

 10,000

 Conversion
 of convertible debt

 -

 -

 -

 -

 3,282,219

 241,900

 -

 -

 -

 242,228

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Net
 income (loss)

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance,
 December 31, 2023

 -

 $
 -

 $

 86,623,596

 $
 8,662

 $
 24,853,028

 $
 -

 $
)

 $
 ( 26,736,403
)

 $
 ( 2,135,572
)

 Balance

 -

 $
 -

 $

 86,623,596

 $
 8,662

 $
 24,853,028

 $
 -

 $
)

 $
 ( 26,736,403
)

 $
 ( 2,135,572
)

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

 F- 4

Statements of Cash Flows

 For
 the Years Ended

 Cash
 Flows from Operating Activities

 Net
 income (loss)

 $
)

 $
 653,627

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

 Gain
 on derivative liability

 94,374

 ( 2,213,527
)

 Non
 cash interest expense

 160,733

 -

 Loss
 on settlement of notes payable

 5,033

 -

 Share
 professional fees/ compensation

 392,051

 206,462

 Depreciation
 and amortization

 8,807

 7,738

 Stock
 subscription receivable

 -

)

 Loss
 on investment

 -

 Changes
 in operating assets and liabilities

 Inventory

 160,492

 85,283

 Advances
 to suppliers

 -

 10,830

 Other
 receivables

 30,000

 ( 150,000
)

 Accounts
 payable and accrued expenses

 455,655

 112,233

 Due
 to related party

 -

 119,946

 Net
 cash provided by (used in) operating activities

 11,166

 ( 1,428,467
)

 Cash
 Flows from Investing Activities

 Deposit
 on acquisition of Pegasus Specialty Vehicles LLC

 ( 805,000
)

 -

 Net
 cash provided by (used in) investing activities

 ( 805,000
)

 -

 Cash
 Flows from Financing Activities

 Proceeds
 from issuance of convertible notes

 930,000

 1,388,800

 Proceeds
 from subsription

 -

 91,173

 Proceeds
 from private placement

 10,000

 -

 Proceeds
 from warrant exercise

 30,000

 -

 Repayment
 of related party advances

 ( 94,847
)

 -

 Repayment
 of convertible notes

 ( 138,800
)

 -

 Net
 cash provided by (used in) financing activities

 736,353

 1,479,973

 Net
 increase (decrease) in cash

 ( 57,481
)

 51,506

 Cash,
 beginning of year

 64,419

 12,913

 Cash,
 end of year

 $
 6,938

 $
 64,419

 Supplemental
 cash flow disclosures

 Cash
 paid for interest

 $
 -

 $
 -

 Cash
 paid for taxes

 $
 -

 $
 -

 Non-cash
 investing and financing activities

 Conversion
 of debt for common stock

 $
 242,228

 $
 2,265,000

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

 F- 5

 RESONATE
BLENDS, INC.

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 and 2022

 NOTE
1 – BASIS OF PRESENTATION AND GOING CONCERN

 The
Company

Blends, Inc. 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 in order to avoid the expenses of being a public company. The Company reported briefly
on the OTC Disclosure & News Service in 2008 but not for long. The Company again changed its name 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's issued and outstanding shares.

 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.

 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 members 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) Geoffrey Selzer as Chief Executive Officer (CEO) of the
Company with an annual salary of $ 180,000; and (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary
of $ 120,000. Both are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the
CEO has a term of 2 years and can't be terminated without cause. Severance of six (6) weeks is available for termination of the
COO without cause before one-year of service and eight (8) weeks after one-year of service.

 F- 6

 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
June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability
company, and Pegasus Specialty Holdings LLC, an Ohio limited liability company (collectively "Pegasus") and wholly-owned
subsidiary of the Company. On December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company
that the Agreement and Plan of Merger has been terminated.

 Basis
of Presentation

 Our
financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported
on our fiscal years ending on December 31, 2023 and 2022.

 Reclassifications

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

 Going
concern

 These consolidated financial statements have been prepared in accordance with generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. The Company had an accumulated deficit of $ 26,736,403 at December 31, 2023, had a working capital deficit of
$ 2,150,975 and $ 1,170,940 at December 31, 2023 and December 31, 2022, respectively, had a net loss of $ 1,415,979 and net income $ 653,627
for years ended December 31, 2023 and 2022, respectively. 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.

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Use
of Estimates

 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.

 Consolidation

 These
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. All intercompany transactions and balances have been eliminated.

 Cash

 The
Company considers all highly liquid instruments purchased with an original 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. On December 31, 2023 and 2022 no cash balances exceeded the federally
insured limit.

 Accounts
receivable and allowance for doubtful accounts

 Accounts
receivables 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 December 31, 2023, and 2022 there's no allowance for doubtful
accounts and bad debts.

 F- 7

 Revenue
Recognition

 The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the
Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for
arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

 Identification
 of the contract, or contracts, with a customer

 Identification
 of the performance obligations in the contract

 Determination
 of the transaction price

 Allocation
 of the transaction price to the performance obligations in the contract

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

 Revenue
is generally recognized upon purchase of products by customers.

 Fair
Value of Financial Instruments

 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

 The
three levels of the fair value hierarchy are described below:

 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
fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value
is considered fair value.

assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2023 and 2022:

 SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

 As
 of December 31, 2023

 Level

 Level

 Level

 Total

 Liabilities

 Derivative
 Liabilities

 -

 -

 166,861

 166,861

 As
 of December 31, 2022

 Level

 Level

 Level

 Total

 Liabilities

 Derivative
 Liabilities

 -

 -

 72,487

 72,487

 Inventory

 Inventory
is stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis.. Management compares the cost
of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable
value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based
upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which
a deposit has been received. At December 31, 2023, the Company determined its' inventory was not saleable. As such, a charge of
$ 100,883 was charged off to Cost of Revenue in the Statement of Operations.

 F- 8

 Net
income (loss) per Common Share

 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

 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. 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 capitalizes property and equipment for cost over $ 1,000,
asset acquired under $ 1,000 are
charge to operations.

 Income
Taxes

 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.

 Stock-Based
Compensation

 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.

 Advertising
Expenses

 Advertising
expenses are expensed as incurred. The Company incurred $ 23,772 and $ 378,706 in advertising expenses for the years ended December
31, 2023 and 2022, respectively.

Accounting Pronouncements

 In
February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize long-term lease arrangements as
assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded
for all long-term leases, whether operating or financing, while the income statement will reflect lease expense for operating leases
and amortization/interest expense for financing leases. The amendments also require certain new quantitative and qualitative disclosures
regarding leasing arrangements. ASU 2016-02 will be effective for the Company beginning on January 1, 2019. Lessees must apply a modified
retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented
in the financial statements. Early adoption is permitted. Management does not believe the adoption of ASU 2016-02 will have a material
impact on the Company's consolidated financial statements.

 NOTE
3 – RELATED PARTY TRANSACTIONS

 Management
has periodically advanced funds to the Company for operating expenses. At December 31, 2023 and December 31, 2022, amounts due related
parties were $ 70,099 and $ 164,946, respectively. These advances are non-interest bearing and payable upon demand.

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

 On
March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary
(the "Conveyance Agreement") with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability
company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC
are referred to as the "Subsidiary"), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the
Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary,
Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified
us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the
sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the
sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

 F- 9

 NOTE
4 - CONVERTIBLE NOTE PAYABLE

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

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE

 notes face value

 $
 1,852,500

 $
 988,800

 Less:
 Discounts

 ( 6,766
)

 -

 Less:
 Debt issuance cost

 Net
 convertible notes

 $
 1,845,734

 $
 988,800

 At
December 31, 2022, $ 200,000 of the convertible notes was an 8 % Unsecured Convertible Promissory Note from an investor issued
March 5, 2021. The note has an automatic conversion into equity on the maturity date, which was July 3, 2022, or if a Qualified
Financing (QF) of $ 5,000,000 is achieved, whichever occurs first. The maturity date pricing is $0.10. A QF converts into equity
at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. On July 10, 2023, the note was converted to
 3,282,219 shares of common stock.

the year ended December 31, 2022, the Company entered into Securities Purchase Agreements with five accredited investors, pursuant to
which we issued and sold to the investors convertible promissory notes with a total principal amount of $ 715,000. We received $ 650,000 from
the Notes after applying the original issue discount to the Notes. The Securities Purchase Agreements also included 812,500 warrants
with a 5 year life and exercise price of $ 0.40 and 650,000 commitment shares. These notes have a Fixed Conversion Price
or, at the option of the Holder in the event that the Borrower fails to complete a Qualified Offering before the five (5) month anniversary
of the Issue Date, the Registration Conversion Price. The "Fixed Conversion Price" shall mean $ 0.15 per share. The
"Registration Conversion Price" shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). "Market
Price" means the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. The Company is currently working with each of the accredited investor on payoff options.

 On
June 27, 2022, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under
a Securities Purchase Agreement of the same date. The Company received $ 128,500 from the Note after applying the original issue
discount to the Note. During the year ended December 31, 2023, the Company repaid the entire note.

 On
September 8, 2022, the Company issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC ("AJB")
for a principal amount of $ 600,000, together with guaranteed interest of 12 % per year calendar from the date hereof. All Principal and
Interest owing hereunder, along with any and all other amounts, shall be due and owing on the Maturity Date March 8, 2023. We received
$ 540,000 from the Note after applying the original issue discount to the Note. The note is convertible at a Variable Conversion
Price shall equal the volume weighted average trading price (i) during the previous twenty (20) Trading Day period ending on the date
of issuance of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date.

 The
Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity
Date hereunder. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any
period following the original Maturity Date, payable monthly.

 The
maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 % per annum. On September 29,
2023, the Company entered into an amendment with AJB extending the maturity date of the Note through December 28, 2023. In exchange for
this amendment, we issued AJB 3,000,000 shares ("extension shares") of common stock. The Company can redeem certain
shares if all principal and interest is repaid in full prior to the new maturity date.

 The
Securities Purchase Agreement contain a most-favored nation provision that allows the Investor to claim any lower price from any future
securities six months after this closing and a blocker on issuing variable rate investments.

the year ended December 31, 2023, the Company issued 5 convertible promissory notes totalling $ 457,500,
net of debt issuance costs of $ 37,500.
At December 31, 2023, the balance of the notes were $ 453,125, net of unamortized discount. These notes are convertible into common
stock into the next funding round expected to be priced at $.08 per
share issued in a Series Preferred with a 4 %
coupon payable until the Preferred is converted into common stock. A 2 -year
cash Warrant with 50 %
coverage priced at $.25 is
also available as part of this conversion. A total of 6,243,000 commitment
shares and 250,000 warrants
issued. This Note has a personal guarantee for the full principal amount to Resonate Blends, Inc. by Darshan Vyas, Principal of
Pegasus. Resonate Blends, Inc. in return will guarantee the Lender.

 On
November 11, 2023, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 80,000 under
a Securities Purchase Agreement of the same date. The Company received $ 75,000 from the Note after applying the original issue discount
to the Note. The note can be converted 6 months after issuance into common stock at a variable conversion price of 73 % of the market
price, the market price being the average of the 3 lowest trading prices over the prior 10 days.

 F- 10

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

 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 Binomial pricing model.

 NOTE
5 – DERIVATIVE LIABILITIES

 Certain
of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable
amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from
the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting
period.

 The
Company used the Binomial pricing model at December 31, 2023 and Black-Scholes pricing model at December 31, 2022 to estimate the fair
value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following
inputs:

 SCHEDULE OF DERIVATIVE LIABILITIES

 Exercise
 price

 $
 0.0133

 $
 0.030

 Expected
 volatility

 %

 %

 Risk-free
 interest rate

 4.64
 %

 1.45
 %

 Expected
 term (in years)

 1.00

.1

 Expected
 dividend rate

 %

 %

 NOTE
6 – SENIOR PROMISSORY NOTE

 On
June 16, 2023, the Company signed a Securities Purchase Agreement ("SPA") with an accredited investor, pursuant to which
the Company issued and sold to the accredited investor a 15 % original issue discount Senior Promissory Note (non-convertible), dated
June 20, 2023, in the principal amount of $ 575,000. The Senior Promissory Note is secured by all of the Company's assets under
a separate security agreement between the accredited investor and the Company.

 The
Company received $ 435,000 from the Senior Promissory Note after applying the original issue discount and commissions and fees. The
proceeds were utilized as a deposit on the Company's acquisition of Pegasus Specialty Vehicles, LLC (See Note 7).

 The
maturity date for repayment of the Senior Promissory Note is September 16, 2023, and bears interest at 15 % per annum starting 60 days
after issuance and interest payable in cash monthly thereafter. The Company may prepay the Senior Promissory Note at any time, but is
required to pay a premium of 104 % of the principal amount if repaid after 60 days.

 As
additional consideration, the Company issued 1,318,000 shares of its common stock as commitment shares. The Company was required to issue
an additional 330,000 commitment shares due to the Senior Promissory Note not being prepaid at 60 days as required in the SPA.
The Company is currently working with investor to address the entire Note payoff.

 In
the agreements, the Company agreed to certain restrictive covenants, including a restriction on borrowing and a most favored nation clause
in favor of the accredited investor for any future offerings not specifically exempted.

 On
June 20, 2023, the Company and Pegasus Specialty Vehicles, LLC entered into a Loan and Security Agreement whereby the Company lent to
Pegasus the principal amount of $ 575,000 secured by all of the Pegasus' assets, but subordinate to the security interest of
accredited investor and another lender of Pegasus.

 On
November 12, 2023, the Company and the accredited investor agreed to amend the original Note dated June 16, 2023. The amendment increased
the Note amount from $ 575,000 to $ 600,000 and also called for the Company to issue an additional 420,000 shares to extend the maturity
date of the Note.

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

 On
June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability
company ("Pegasus"), and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of
the Company ("Pegasus Sub").

 The
Merger Agreement provides that at the closing, subject to terms and conditions, Pegasus Sub will merge with and into Pegasus, with Pegasus
surviving as a wholly-owned subsidiary of the Company. At Closing of the Merger, the issued and outstanding common shares of Pegasus
will automatically be converted into the right to receive an aggregate of 623,500 shares of Series AA Preferred Stock of the
Company.

 F- 11

 The
Company, Pegasus, and Pegasus Sub have each made various representations and warranties and agreed to certain covenants in the Merger
Agreement, including a covenant by the Company that it would raise $ 3,000,000 less costs in new financing at Closing, with $ 435,000 loaned
pre-Closing to Pegasus under a secured promissory note with a face value of $ 575,000. Pegasus granted a security interest to the Company
in all of Pegasus' assets on the $ 575,000 loan, subordinate to other security interests as to the same collateral. The Company
received $ 500,000 from the Note after applying the Original Issue Discount (OID), $ 30,000 of which was used to pay commission
to a broker as placement agent, $ 30,000 was paid to the lender for its legal fees and $ 5,000 for a due diligence fee paid to
the lender. The balance was tendered to the Company to lend to Pegasus under a Loan and Security Agreement as described below.

 Consummation
of the Merger was subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, Pegasus, or both of various
conditions. For Pegasus, these conditions include, without limitation, (i) an agreeable plan to spin out the existing Company cannabis
assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian
Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv)
financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock
with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without
limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC
lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in
the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and
the transactions contemplated; and (iv) certain other customary conditions.

 The
Merger Agreement contains certain termination rights including the right of the parties to mutually agree upon termination, and by each
of the Company and Pegasus unilaterally if the other party has committed a violation of the covenants, representations and warranties
in the Merger Agreement.

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

 On
December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company that the Agreement and Plan
of Merger has been terminated.

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

 NOTE
8 – COMMITMENTS AND CONTINGENCIES

 Office
Lease

 On
October 16, 2019, the Company signed a lease agreement that expires on thirty days' notice. Rent expense was approximately
$ 5,912 and $ 10,591 for the years ended December 31, 2023 and 2022, respectively.

 Executive
Employment Agreement

 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; (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual
salary of $ 120,000; (iii) David Thielen as Chief Investment Officer (CIO) of the Company with an annual salary of $ 120,000. All are eligible
for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years
and can't be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause
before one-year of service and eight (8) weeks after one-year of service. These agreements were suspended during the three months ended
March 31, 2023.

 NOTE
9 – INCOME TAXES

 At
December 31, 2023, the cumulative net operating loss carry-forward from continuing operations is approximately $ 26,000,000 and will expire
beginning in the year 2030.

 The
cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December
31, 2023 and December 31, 2022:

 SCHEDULE OF DEFERRED TAX ASSETS

 Deferred
 tax attributable to:

 2023

 2022

 Net
 Operating loss carry over

 $
 5,460,764

 $
 5,376,927

 Valuation
 allowance

 5,460,764

 5,376,927

 Net
 deferred tax assets

 $
 -

 $
 -

 Due
to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21 %.

 F- 12

 NOTE
10 – STOCKHOLDERS' EQUITY

 The
Company is authorized to issue an aggregate of 200,000,000 shares of common stock with a par value of $ 0.0001. The Company is also
authorized to issue 10,000,000 shares of "blank check" preferred stock with a par value of $ 0.0001.

 Preferred
Stock

 The
board of directors of the Company has designated, out of the 10,000,000
 shares of preferred stock authorized, the following
series of preferred stock: 4,000,000 shares of Series A Preferred Stock, 66,667 shares of Series B Preferred Stock, 2,000,000
shares of Series C Preferred Stock, 40,000 shares of Series D Preferred Stock and 10,000 shares of Series E Preferred Stock.

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

 There
were 10,000 shares of Series E Preferred Stock authorized and 0 outstanding as of December 31, 2023 and 2022. There are no
other series of preferred stock outstanding as of December 31, 2023 and 2022.

Stock

the year ended December 31, 2023, the Company issued the following shares of common stock:

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

 The
 Company issued 250,000 shares of common stock under a consulting agreement with a 1 year term. The shares were valued at $ 14,250,
 the fair value at the issuance date. Of this amount, $ 9,487 was recognized during the year ended December 31, 2023.

 The
 Company issued a total of 6,243,000 shares of common stock as commitment fees under borrowing agreements. The Company recognized
 $ 382,077 in expenses, the fair value of the common stock on the issuance dates.

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

 The
 Company issued a total of 3,282,219 shares of common stock as to convert a convertible note of $ 200,000 and accrued interest
 of $ 42,228.

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

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

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

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

 NOTE
11 – SUBSEQUENT EVENTS

 In
accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023, to the date
these financial statements were issued and has determined that the following subsequent events:

 Change
in Control

 Effective
March 14, 2024, Geoffrey Selzer, the Company's former Chief Executive Officer and Director, and Jim Morrison, the Company's
current President and Director, entered into a Securities Purchase Agreement (the "Control Agreement"), pursuant to which
Mr. Selzer sold all 2,000,000 outstanding shares of the Company's Series C Preferred Stock to Mr. Morrison for $ 10.00 in cash.
Mr. Morrison now possesses voting control of the Company.

 EMGE
Acquisition Transaction

 On
February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the "Exchange Agreement"), with Emergent
Health Corp., a Wyoming corporation (EMGE), and the holders (the "EMGE Preferred Shareholders") of Series Class A Preferred
Stock and the Series C Convertible Non-Voting Preferred Stock (collectively, the "EMGE Equity Interests").

 On
March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders
exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company's to-be-designated Series
F Convertible Preferred Stock that shall convert into 93 % of the common stock of the Company on a fully-diluted basis (the "Series
F Preferred Stock"), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are
to be issued upon the Company's filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the
Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange
Agreement resigned and appointed four new members of the Company's Board of Directors.

 F- 13

 Conveyance
Agreement

 On
March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary
(the "Conveyance Agreement") with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability
company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC
are referred to as the "Subsidiary"), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the
Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary,
Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified
us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the
sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the
sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

 New
Business Plan

 Following
the consummation of the EMGE-related transactions, the Company's Board of Directors determined that the Company would adopt the
business plan of EMGE, which is summarized in the following paragraph.

 The
Company now engages in the discovery, development and marketing of products designed to better mankind. The Company believes it is positioning
itself as a leader in the field of Regenerative Medicine defined by the National Institute of Health using nutritionally designed products.
Intended products are to be marketed under third-party label exemptions. The Company is focusing its current efforts on marketing licensed
patent-pending natural stem cell mobilizing agents capable of enhancing each individual's ability to mobilize their own adult stem
cells from their bone marrow. Also, the Company is licensed under a patent-pending application to market a dual acting all natural diet
aid designed to help control hunger through normal body signals to the brain and stomach. Products are being developed for consumer and
professional markets. Research and development activities center on exploring other areas, such as Secretogues, that can naturally enhance
a person's own growth hormone production and similar all natural bioactive formulations to enhance human performance safely, ethically,
legally and utilizing known body mechanisms without the use of drugs.

Notes – Third Parties

 AJB
Capital Investments, LLC. In March 2024, the Company obtained a loan from AJB Capital Investments, LLC ("AJB") which
netted the Company $ 252,000 in proceeds. In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the
"AJB Note"), with OID of $ 28,000, bearing interest at 12 % per annum, with principal and interest payable on September 4,
2024. The Company has the right to repay the AJB Note at any time. Should the Company be in default, which shall not have been cured,
the AJB Note is convertible into shares of the Company's common stock at a conversion price that shall equal the volume weighted
average trading price (a) during the previous 20 trading-day period ending on the date of issuance of the AJB Note or (b) during the
previous 20 trading-day period ending on the relevant conversion date, whichever is lower.

 The
AJB Note is secured by all assets of the Company.

 In
addition, the Company issued to AJB a pre-funded common stock purchase warrant (the "AJB Warrant") to purchase 3,428,571
shares of our common stock, with a nominal exercise price of $.00001 per share. The AJB Warrant may be exercised on a cashless basis.

 Ray
Vollintine. In March 2024, the Company obtained a loan from Ray Vollintine ("Vollintine") which netted the
Company $ 250,000
in proceeds. In consideration of such loan, the Company issued a $ 280,000
face amount promissory note (the "Vollintine Note"), with OID of $ 30,000,
bearing interest at 12 %
per annum, with principal and interest payable on September 29, 2024. The Company has the right to repay the Vollintine Note at any
time. The
Vollintine Note is convertible at any time and from time to time into shares of the Company's common stock at a conversion
price that shall equal to $.035 per share; provided, however, that, upon an event of default, the conversion price shall be the lower of (a)
$.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of
the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is
lower.

 The
Vollintine Note is unsecured.

 In
addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the "Vollintine Warrant") to purchase
 7,200,000 shares of our common stock, with a nominal exercise price of $.00001 per share. The Vollintine Warrant may be exercised on
a cashless basis, As further consideration for Vollintine's purchasing the Vollintine Note, the Company entered into a make-whole
agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine's sales of the common
stock underlying the Vollintine Warrant.

 F- 14