8-K
FARMHOUSE, INC. /NV (FMHS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2021
______________________
FARMHOUSE, INC.
(Exact name of Registrant as specified in its charter)
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| Nevada | 333-238326 | 46-3321759 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 1355 Market Street, Suite 488, San Francisco, CA | 94103 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 420-6856
______________________
Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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 §13(a) of the Exchange Act. ☐
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Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Kevin Asher tendered his resignation as Chief Financial Officer of the registrant effective as of January 1, 2021. Mr. Asher’s resignation indicated no outstanding issues with the Corporation or disagreements with any matters of corporate and/or accounting practices or disclosures.
On February 8, 2021, the board of directors elected Lanny R. Lang, 62, to the position of Chief Financial Officer of the registrant pursuant to a management contract with Lang Financial Services, Inc. (“LFSI”). Mr. Lang has over 30 years of CFO-related restructuring, financial consulting, reverse merger, capital structuring, financial process and SEC financial reporting experience. Mr. Lang has been the principal of LFSI since 1993, a private management and accounting consulting firm. Since February 2019, Mr. Lang is the named CFO and Secretary of House of Jane Inc., a public company (OTC: HOJI). From July 2016 to June 2018, Mr. Lang was the named CFO of ORhub, Inc., a public company (OTC: ORHB). From 1995 to July 2017, Mr. Lang was the CFO, Secretary and a director of Aztoré Capital Corp. and prior to that, of Aztoré Holdings, Inc. Mr. Lang started his career with Price Waterhouse (now PWC) in Minneapolis, Minnesota and obtained a BA Degree in Accounting from the University of Northern Iowa.
Under the terms of the management contract with LFSI, Mr. Lang’s compensation is $3,000 per month. In addition, LFSI was issued 30,000 shares of restricted common stock of the registrant, valued at $.51 per share, the closing price of the registrant’s common stock on the OTC Pink market. There are no arrangements or understanding between any of the officers and any other person pursuant to which any officer was elected to the position described above. There are no family relationships between any of the officers and any of the registrant’s directors or executive officers, and the registrant has not entered into any transactions with any of the officers requiring disclosure under Item 404(a) of Regulation S-K,
A press release announcing the foregoing is attached to this report as Exhibit 99.1.
**Item 9.01.**Financial Statements and Exhibits.
The following exhibit is furnished as part of this Current Report on Form 8-K.
**Exhibit No.**Description of Document
99.1Press Release issued by Farmhouse, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By:/s/ Evan Horowitz
EVAN HOROWITZ
Chief Executive Officer, Director
March 30, 2021
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EXHIBIT 99.1
FARMHOUSE INC. NAMES NEW CHIEF FINANCIAL OFFICER
Press Release: OTC DISCLOSURE & NEWS SERVICE
SAN FRANCISCO, Calif., March 30 , 2020 – Farmhouse, Inc. (OTC:FMHS) (the “Company”), a company focused on leveraging technology to connect the regulated cannabis industry, today announces that Mr. Lanny R. Lang, 62, has been appointed as the Chief Financial Officer, effective February 8, 2021.
“I am pleased to be working with Lanny as our new Chief Financial Officer,” said Chief Executive Officer Evan Horowitz. “Lanny brings over 30 years of CFO-related public company executive expertise to the Company. We look forward to utilizing his experience as we accelerate our going-to-market strategies and advance our plans to uplist to the OTCQB. At this time, we would like to thank Kevin Asher for his service as our former Chief Financial Officer.”
Since 1993, Mr. Lang has been the principal of Lang Financial Services, Inc., a private management and accounting consulting firm, providing restructuring, reverse merger, capital structuring, financial process and SEC financial reporting services to early stage and emerging growth companies. Since February 2019, Mr. Lang is the CFO and Secretary of House of Jane Inc., a public company (OTC: HOJI). From July 2016 to June 2018, Mr. Lang was the CFO of ORhub, Inc., a public company (OTC: ORHB). From 1995 to July 2017, Mr. Lang was the CFO, Secretary and a director of Aztoré Capital Corp. and prior to that, of Aztoré Holdings, Inc. Mr. Lang started his career with Price Waterhouse (now PWC) in Minneapolis, Minnesota upon graduating with a BA Degree in Accounting from the University of Northern Iowa.
About Farmhouse, Inc.
The Company has built a foundation through strategic acquisition of premium cannabis related domains and trademarks. These include blunt.com, extract.com and a successful trademark of @420. This foundation will enable the Company to continue connecting and providing transparency in the regulated cannabis industry. The Company’s core product is WeedClub®, a social network platform that allows its members to digitally network with actual vetted cannabis industry stakeholders. The WeedClub® platform serves the professional cannabis and hemp industries, such as licensed growers, dispensers, laboratories, distributors, investors,
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accountants, lawyers, consultants, and others. Since being founded in 2014, the WeedClub® platform has grown to over 5,000 members.
Forward Looking Statements
The Company cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on the Company's current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in its business, including, without limitation: the fitness of the product for a particular application or market, the expectations of future revenue growth may not be realized, timing of orders and deliveries, ongoing demand for its software products and related services, the impact of global pandemics (including COVID-19) on the demand for its products and services; and other risks described in its prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1 and any subsequent filings with the SEC. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Contact Information
For all inquiries:
help@farmhouse.tv
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