Farmhouse, Inc 10-Q for FY2025 Q1
Farmhouse, Inc. /Nv (FMHS)
About this 10-Q
Farmhouse, Inc filed this 10-Q on July 22, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $2261 a year earlier
- Net income
- $68.29K
- compared with a net loss of $116.07K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended: | |
or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from: _____________ to _____________ | |
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FARMHOUSE, INC.
(Exact name of registrant as specified in its charter)
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NEVADA ( | ||
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] |
| Accelerated filer [ ] |
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| Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),
The number of shares of the issuer’s Common Stock outstanding as of July 22, 2025 is
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. Although we believe our expectations are reasonable, we cannot guarantee future results. Except as required by law, we undertake no obligation to update any forward-looking statements.
CERTAIN TERMS USED IN THIS REPORT
Unless otherwise indicated, references to “we,” “us,” “our,” the “Registrant,” the “Company,” or “Farmhouse” refer to Farmhouse, Inc.
FARMHOUSE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
March 31, 2025
INDEX
PART I – FINANCIAL INFORMATION | 3 | |
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Item 1. | Interim condensed consolidated financial statements | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition |
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| and Results of Operations | 19 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 22 |
Item 4. | Controls and Procedures | 22 |
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PART II – OTHER INFORMATION | 22 | |
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Item 1. | Legal Proceedings | 22 |
Item 1A. | Risk Factors | 22 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
Item 3. | Defaults Upon Senior Securities | 23 |
Item 4. | Mine Safety Disclosures | 23 |
Item 5. | Other Information | 23 |
Item 6. | Exhibits | 23 |
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SIGNATURE | 24 | |
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CERTIFICATIONS |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSENSED CONSOLIDATED BALANCE SHEETS | |||||
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| March 31, |
| December 31, | ||
2025 |
| 2024 | |||
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ASSETS |
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Current assets: |
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Cash | $ |
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Prepaid expenses |
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Total current assets |
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Deposit on Investment |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable | $ |
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Accrued legal fees |
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Accrued payroll and payroll taxes |
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Accrued liabilities |
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Accrued interest payable |
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Convertible notes payable, in default |
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Notes payable, in default |
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Due to related parties, $4,500 in default |
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Total current liabilities |
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Long-term liabilities: |
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Convertible notes payable, long-term |
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Total long-term liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ deficit: |
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Preferred stock; $ |
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Common stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||
3
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
(unaudited) | |||||
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| For the three months ended March 31, | ||||
2025 |
| 2024 | |||
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REVENUES |
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Revenues | $ |
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Costs of revenues |
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Gross margin |
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OPERATING EXPENSES |
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General and administrative |
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Professional fees |
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Total operating expenses |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE): |
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Gain on extinguishment of debt |
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Interest expense |
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Total other income (expense) |
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NET INCOME (LOSS) | $ |
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BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | $ |
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BASIC AND DILUTED WEIGHTED AVERAGE |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||
4
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the three months ended March 31, 2025 | |||||||||||||
(unaudited) | |||||||||||||
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| Common Stock |
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Shares |
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| Deficit |
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Balance at December 31, 2024 | |
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Stock-based compensation on RSA's vested |
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Net income |
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Balance at March 31, 2025 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||||||||||
5
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the three months ended March 31, 2024 | |||||||||||||
(unaudited) | |||||||||||||
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| Common Stock |
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Shares |
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| Deficit |
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Balance at December 31, 2023 | |
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Stock-based compensation on RSA's vested |
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Net loss |
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Balance at March 31, 2024 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||||||||||
6
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
For the three months ended March 31, | |||||
(unaudited) | |||||
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) | $ |
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Adjustments to reconcile net income (loss) to net cash used by operating activities: |
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Gain on extinguishment of debt |
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Stock-based compensation on RSA's vested |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Accounts payable |
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Accrued legal fees |
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Accrued payroll and payroll taxes |
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Accrued liabilities |
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Accrued liabilities related party |
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Accrued interest payable |
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Accrued interest payable related party |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from borrowings of convertible notes payable |
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Borrowings from related party debt and short-term advances |
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Net cash provided by financing activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD | $ |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Interest paid | $ |
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Income taxes | $ |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Accounts payable exchanged for convertible note payable | $ |
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Accrued legal fees exchanged for convertible note payable | $ |
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Accrued liabilities exchanged for convertible note payable | $ |
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Note payable exchanged for convertible note payable | $ |
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Accrued interest exchanged for convertible note payable | $ |
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Repayment of related party short-term advances with credit card | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||
7
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
Farmhouse, Inc. (the “Company”) is a Nevada corporation focused on technology and brand development. The Company operates through its wholly owned subsidiaries, including Farmhouse Washington and Farmhouse DTLA, Inc., and holds a portfolio of intellectual property assets, including domains and assorted trademarks. It is currently focused on strategic acquisitions to leverage its public company platform and enhance shareholder value.
Share Exchange Agreement with Thrown, LLC
On September 10, 2024, the Company entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Thrown is a beverage company and its initial product is Good Game by T-Pain, a nootropic esports beverage packaged in 2-ounce servings. Under the SEA, the Company will acquire all the membership interests of Thrown in exchange for 5,130,000 newly issued shares of common stock. As of the date of this report, the transaction has not closed, and discussions with Thrown management are ongoing. See Note 3.
Proposed Acquisition of Ledgewood Holdings, LLC
On June 9, 2025, the Company entered into a non-binding term sheet with Ledgewood Holdings, LLC (“Ledgewood”), a multi-unit franchise operator with approximately $31 million in trailing twelve-month revenue. The term sheet contemplates the acquisition of Ledgewood by the Company through the issuance of up to 31,000,000 shares of the Company’s common stock. The term sheet is non-binding and subject to the execution of definitive agreements, and accordingly, as of the date of this report, there can be no assurance that the transaction will be consummated on the terms proposed or at all.
Going Concern and Management Plans
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the three months ended March 31, 2025, the Company incurred a loss from operations of $
Management intends to address this uncertainty through continued financing from officer loans, third-party borrowings, and equity sales. While no assurance can be given, management believes these sources will provide sufficient liquidity to support operations in the near term.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s unaudited interim condensed consolidated financial statements. These accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) in the United States and have been consistently applied in the preparation of these unaudited interim condensed consolidated financial statements.
8
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as issued by the Financial Accounting Standards Board (“FASB”), and the rules of the SEC applicable to interim financial reporting. They do not include all of the information and footnotes required for complete annual financial statements and should be read in conjunction with the Company’s 2024 Form 10-K. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. References to the “ASC” refer to the Accounting Standards Codification established by FASB.
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Farmhouse Washington and DTLA, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Significant estimates include, but are not limited to, the valuation of convertible debt and stock-based compensation, deferred tax assets and associated valuation allowances, and fair value measurements. Actual results could differ materially from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash held in checking and savings accounts and highly liquid investments with original maturities of three months or less at the time of purchase. The Company had no cash equivalents as of March 31, 2025 or December 31, 2024.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurements, for assets and liabilities measured at fair value on a recurring or nonrecurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants. The three-tier hierarchy prioritizes inputs used in valuation techniques: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs). The Company’s financial instruments, including cash, accounts payable, and notes payable, are recorded at cost, which approximates fair value due to their short-term maturities.
9
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, by evaluating contracts under the five-step model: (1) identify the contract, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue as performance obligations are satisfied.
The Company generated no revenue for the three months ended March 31, 2025. In prior periods, the Company generated immaterial revenue from license fees under NFT licensing agreements. The Company’s performance obligation was met when the licensee was granted access to the NFTs. As discussed in Note 1, the Company does not expect to generate future revenue from these agreements.
Related Party Transactions
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Transactions with related parties are identified and evaluated for appropriate disclosure and accounting. See Note 6.
Commitments and Contingencies
The Company evaluates commitments and contingencies in accordance with ASC 450, Contingencies. Liabilities are accrued when the loss is probable and reasonably estimable. Legal costs are expensed as incurred. See Note 10.
Segment Reporting
In accordance with ASC 280, Segment Reporting, the Company operates in a single reportable segment. The Chief Financial Officer is the Chief Operating Decision Maker. The CODM reviews financial performance based on consolidated operating results, including revenue, gross profit, and net loss. No disaggregated operating results are regularly reviewed below the consolidated level, and no discrete segment-level information is maintained. To date the Company has generated all revenues from third parties located in the United States and all of the Company’s assets are located in the United States.
Net Income (Loss) per Common Share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share include the effect of potentially dilutive securities such as stock options and convertible instruments but are excluded when the effect would be anti-dilutive. As of March 31, 2025 and 2024 the Company had convertible notes outstanding, however, certain events that would trigger, or allow for, conversion had not yet occurred; therefore as of those dates the Company had no potentially dilutive securities.
Stock-Based Compensation
The Company accounts for stock-based awards in accordance with ASC 718, Compensation – Stock Compensation. Equity awards, including restricted stock awards (“RSAs”), are measured at fair value on the grant date and expensed over the requisite service period. The fair value of RSAs is based on the closing price of the Company’s common stock on the date of grant. Stock option valuation, when applicable, is based on the Black-Scholes option pricing model. See Note 9.
10
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Subsequent Events
The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events. The Company assesses events occurring after the balance sheet date but before the financial statements are issued to determine whether such events should be recognized in the financial statements or disclosed in the notes. See Note 11.
Recently Issued Accounting Pronouncements
The Company has evaluated all recently issued accounting pronouncements by the Financial Accounting Standards Board, including those not yet effective, and does not expect any of these standards to have a material impact on its unaudited interim condensed consolidated financial statements or related disclosures.
NOTE 3 – DEPOSIT ON INVESTMENT
As discussed in Note 1, the Company entered into a Share Exchange Agreement with Thrown, LLC and its members for a proposed acquisition of all membership interests of Thrown, a beverage company whose initial product is Good Game by T-Pain, a nootropic functional esports beverage. Pursuant to the SEA, the Company issued
Because the closing conditions had not been satisfied as of March 31, 2025, control of Thrown had not transferred under ASC 805. Therefore, the Company recorded the fair value of the shares issued as a Deposit for Investment. This deposit represents an advance made in anticipation of completing the acquisition. As of the date of this report, the transaction had not closed and discussions with Thrown management regarding closing conditions remain ongoing. If the transaction does not close, the shares will be treated as a break-up fee and charged to expense.
NOTE 4 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT
Convertible notes payable is comprised of a promissory note issued to an unrelated individual with a principal amount of $
11
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Interest expense related to the convertible note was $
NOTE 5 – NOTES PAYABLE
Notes payable is comprised of the following:
| March 31, 2025 |
| December 31, 2024 | ||
Loan agreement with an unaffiliated individual, | $ |
| $ | ||
Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Total Notes Payable | $ |
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(1)Note payable converted into a Series 2025 Note. See Note 7.
In 2021, the Company entered into a loan agreement with an unaffiliated individual (the “Lender”) for borrowings up to $75,000 and received a first advance of $
Except for the $50,000 note discussed in the paragraph above, each of the notes to unaffiliated individuals bear interest at the stated annual rate, calculated based on the actual number of days elapsed over a 365-day year. All notes are unsecured and provide for acceleration of payment upon the occurrence of customary events of default, including non-payment, insolvency, bankruptcy, or a change of control of the Company. The notes have not been registered under the Securities Act of 1933, as amended, and the holders have represented that they are acquiring the notes for investment purposes only and not with a view to distribution.
On March 31, 2025, two notes in the principal amounts of $11,667 and $5,500, together with accrued interest of $1,733 and $705, respectively, were converted into new Series 2025 10% Mandatorily Convertible Notes. See Note 7.
Interest expense on notes payable was $
12
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
NOTE 6 – DUE TO RELATED PARTIES
Due to related parties is comprised of the following:
March 31, 2025 |
| December 31, 2024 | |||
Loans from Company officers | $ |
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Accrued liability to contracted CFO |
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Note Payable to Officer, in default |
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Accrued interest on Note Payable to Officer |
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Total Due to Related Parties | $ |
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As of March 31, 2025 and December 31, 2024, loans from Company officers totaled $
The Company’s Chief Financial Officer is engaged under a consulting arrangement and is not a W-2 employee. The Company recognized $12,000 in compensation expense for the three months ended March 31, 2025. As of March 31, 2025 and December 31, 2024, accrued but unpaid fees totaled $
On August 12, 2024, the Company entered into an unsecured promissory note with the Company’s Chief Executive Officer in the principal amount of $
Interest expense related to the CEO note was $
13
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
NOTE 7 – CONVERTIBLE NOTES PAYABLE – LONG-TERM
Convertible notes payable – long-term is comprised of the following:
| March 31, 2025 |
| December 31, 2024 | ||
Series 2023 Notes |
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Note payable to unaffiliated individual, interest at | $ |
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Note payable to unaffiliated individual, interest at |
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Series 2025 Notes |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
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Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Total Convertible Notes Payable – Long-term | $ |
| $ | ||
See narrative below under The Series 2025 Notes related to these footnotes:
(1)Represents partial conversion of accrued liability.
(2)Represents conversion of existing promissory note.
(3)Represents conversion of accrued legal fees and finance charges.
(4)Represents conversion of existing accounts payable to individual.
The Series 2023 Notes
In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”), to fund Web3 product development activities as well as sales, marketing, and administrative expenses. The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert into shares of common stock at a conversion price equal to 75.8% of: (i) the closing price of the Company’s common stock on the tenth trading day for a Market Forced Conversion, or (ii) the offering price of the Company’s common stock for an Offering Forced Conversion.
14
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
The number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events. Assuming the Series 2023 Notes are not mandatorily converted as discussed above, maturity will be in the fiscal year ended December 31, 2026.
Interest expense related to the Series 2023 Notes was $
The Series 2025 Notes
For the three months ended March 31, 2025, the Company raised an additional $45,000 under the aforementioned offering. These new notes are designated as Series 2025 10% Mandatorily Convertible Notes (the “Series 2025 Notes”). The Series 2025 Notes are identical in all respects to the Series 2023 Notes except they convert at 50% of the offering price, or if the Company’s common stock trades at or above $1.00 per share ($0.50 per share for the March 18 Note) for ten consecutive trading days, in which case they convert at 50% of the closing price on the tenth day. Proceeds from the Series 2025 Notes are being used for general corporate purposes.
On February 24, 2025, the Company issued a Series 2025 Note in the principal amount of $10,000 to an individual investor.
On March 18, 2025, the Company issued a Series 2025 Note in the principal amount of $61,000 to an individual investor. The principal amount includes $26,000 of previously accrued liabilities for services rendered, which was exchanged in accordance with a liability conversion agreement executed on the same date. The remaining $35,000 represents new cash proceeds received by the Company. Upon execution of the Series 2025 Note, the previously recorded liability was extinguished and reclassified as part of the convertible debt obligation.
On April 25, 2025, the Board approved the exchange of certain outstanding liabilities into Series 2025 Notes, effective as of March 31, 2025. These include the following:
·A promissory note with a principal and accrued interest balance of $6,205, was exchanged for a new Series 2025 Note in the face amount of $6,200. The Company recorded a gain on extinguishment of debt of $5 for the three months ended March 31, 2025 upon the exchange.
·Outstanding accrued legal fees and finance charges totaling $424,930 were exchanged for a new Series 2025 Note in the face amount of $250,000. The Company recorded a gain on extinguishment of debt of $174,930 for the three months ended March 31, 2025 upon the exchange.
·An outstanding and overdue accounts payable of $8,270 and accrued interest of $230 was exchanged for a new Series 2025 Note in the face amount of $8,500.
·A promissory note with a principal balance of $11,667 and accrued interest balance of $1,733, was exchanged for a new Series 2025 Note in the face amount of $13,400.
15
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Interest expense related to the Series 2025 Notes was $234 and zero for the three months ended March 31, 2025 and 2024, respectively. Accrued interest was $234 as of March 31, 2025.
Subsequent to March 31, 2025, there were additional issuances of Series 2025 Notes. See Note 11.
NOTE 8 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue
As of March 31, 2025, the Company had not reserved any shares of common stock for future issuance. While the Company is required to reserve shares to satisfy potential conversions of its outstanding convertible note payable (see Note 4) and Series 2023 and Series 2025 Notes (see Note 8), those instruments were not convertible as of March 31, 2025. The number of shares issuable upon conversion is not currently determinable and will depend on future events, including pricing triggers specified in the respective agreements.
There were no common stock transactions during the three months ended March 31, 2025 and 2024.
NOTE 9 – STOCK-BASED COMPENSATION AND RESTRICTED STOCK AWARDS
In May 2021, the Board of Directors approved the Farmhouse, Inc. 2021 Omnibus Incentive Plan (“2021 OIP”), permitting the issuance of up to 3,000,000 shares of common stock through awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards, and cash-based awards. The 2021 OIP was ratified by stockholders holding a majority of the Company’s outstanding shares.
Options granted under the 2021 OIP may be either incentive stock options, as defined by Section 422 of the Internal Revenue Code, or nonqualified stock options. The exercise price of options must not be less than 100% of the fair market value of the Company’s common stock on the date of grant (110% for holders of more than 10% of the voting stock). Options become exercisable as determined by the Board of Directors and expire no later than ten years from the date of grant (five years for optionees owning more than 10% of voting stock).
Restricted stock awards are issued at fair market value on the grant date and typically vest in monthly or quarterly installments, subject to continued service. Stock-based compensation for RSAs is recognized on a straight-line basis over the vesting period.
16
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Restricted Stock Awards
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, recognizing expense based on the grant-date fair value of awards over the requisite service period. All awards were in the form of Restricted Stock Awards granted under the 2021 Omnibus Incentive Plan. RSAs are valued based on the closing price of the Company’s common stock on the OTCQB market on the date of grant, and expense is recognized as the shares vest. No stock options or other equity instruments were granted during the periods presented.
The following table summarizes RSA activity for the periods presented:
| Number of RSAs |
| Weighted Average Grant Date Fair Value | ||
Balance as of January 1, 2025 |
|
| $ | ||
Awarded |
|
| $ | ||
Vested |
|
| $ | ||
Forfeited |
| - |
| $ | - |
Balance as of March 31, 2025 |
|
| $ | ||
Stock-based compensation expense recognized was $3,145 for the three months ended March 31, 2025. As of March 31, 2025, the Company had $13,635 of unrecognized compensation expense related to non-vested RSAs, which is expected to be recognized over a weighted-average remaining period of approximately 1.18 years. Estimated expense recognition is $9,435 for the remainder of 2025 and $4,200 in 2026.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in legal proceedings, claims, or regulatory matters. Management evaluates potential liabilities in consultation with legal counsel and currently does not believe that any existing matters will have a material adverse effect on its financial position or results of operations. The Company also has indemnification agreements with its officers and directors that provide for uncapped indemnity, although the Company believes the likelihood of material payments is remote.
17
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
NOTE 11 – SUBSEQUENT EVENTS
As of the date of this report, there were no subsequent events requiring adjustment or disclosure, except as noted below or disclosed elsewhere in these consolidated financial statements.
The Series 2025 Notes
As discussed in Note 7, the Company authorized new Series 2025 Notes under a previous Convertible Promissory Note Offering. The following Series 2025 Notes have been issued under this offering subsequent to March 31, 2025:
·$25,000 issued to an unrelated individual on April 16, 2025.
·$25,000 issued to the spouse of a Company director on April 18, 2025. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis.
·$12,500 issued to an unrelated individual on April 21, 2025.
·$12,500 issued to an unrelated individual on April 28, 2025.
·$10,000 issued to an unrelated individual on June 23, 2025.
Proposed Acquisition of Ledgewood Holdings, LLC
As discussed in Note 1, on June 9, 2025, the Company entered into a non-binding term sheet with Ledgewood Holdings, LLC (“Ledgewood”), a multi-unit franchise operator with approximately $31 million in trailing twelve-month revenue. The term sheet contemplates the acquisition of Ledgewood by the Company through the issuance of up to 31,000,000 shares of the Company’s common stock. The term sheet is non-binding and subject to the execution of definitive agreements, and accordingly, as of the date of this report, there can be no assurance that the transaction will be consummated on the terms proposed or at all.
Restricted Stock Award Issuances
On July 16, 2025, the Board of Directors of the Company approved the issuance of a Restricted Stock Award (“RSA”) under the Company’s 2021 Omnibus Incentive Plan to Lang Financial Services, Inc. (“LFSI”), an entity controlled by the Company’s Chief Financial Officer. The RSA consists of 400,000 shares of the Company’s common stock and was granted in recognition of the CFO’s continued service and increased responsibilities related to audit preparation, SEC filings, and support for proposed merger and acquisition transactions. The shares are subject to the terms and conditions of the Company’s 2021 OIP and the applicable RSA agreement.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these forward-looking statements due to various factors in our Form 10-K and other filings with the Securities and Exchange Commission.
Overview
We are a Nevada corporation focused on technology and brand development. We operate through our wholly owned subsidiaries, including Farmhouse Washington and Farmhouse DTLA, Inc. We hold a portfolio of intellectual property assets, including domains and assorted trademarks. We are currently focused on strategic acquisitions to leverage our public company platform and enhance shareholder value.
Share Exchange Agreement with Thrown, LLC
On September 10, 2024, we entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Thrown is a beverage company and its initial product is Good Game by T-Pain, a nootropic esports beverage packaged in 2-ounce servings. Under the SEA, the Company will acquire all the membership interests of Thrown in exchange for 5,130,000 newly issued shares of common stock. As of the date of this report, the transaction has not closed, and discussions with Thrown management are ongoing.
Proposed Acquisition of Ledgewood Holdings, LLC
On June 9, 2025, we entered into a non-binding term sheet with Ledgewood Holdings, LLC (“Ledgewood”), a multi-unit franchise operator with approximately $31 million in trailing twelve-month revenue. The term sheet contemplates the acquisition of Ledgewood through the issuance of up to 31,000,000 shares of our common stock. The term sheet is non-binding and subject to the execution of definitive agreements. As of the date of this report, there can be no assurance that the transaction will be consummated on the terms proposed or at all.
Results of Operations
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024.
Revenue. Revenue for the three months ended March 31, 2025 was zero, compared to $2,261 in revenues for the same period in 2024, which were generated from license fees under NFT licensing agreements. We do not expect to generate future revenue from these agreements.
19
Operating Expenses. Total operating expenses for the three months ended March 31, 2025, were $90,794, compared to $104,103 for the same period in 2024, as shown below.
For the three months ended March 31, | 2025 |
| 2024 | ||
|
|
|
|
|
|
Accounting and professional fees | $ | 23,684 |
| $ | 29,923 |
Wages and benefits |
| 46,036 |
|
| 55,536 |
Consulting fees |
| 625 |
|
| 1,625 |
Public company related and filing fees |
| 6,164 |
|
| 4,825 |
Other general and administrative expenses |
| 14,285 |
|
| 12,194 |
| $ | 90,794 |
| $ | 104,103 |
The decrease in accounting and professional fees and wages and consulting categories was primarily due to higher stock-based compensation costs recognized in the three months ended March 31, 2024 as compared to the three months ended March 31, 2025. The increase in public company and filing fees and other general and administrative expenses was due to the general increase in costs and inflation under the normal course of business.
Gain on Extinguishment of Debt. On March 31, 2025, accrued legal fees and finance charges totaling $424,930 were converted into a new Series 2025 Note in the face amount of $250,000. We recorded a gain on extinguishment of debt of $174,930 upon the conversion.
Interest Expense. Interest expense increased slightly for the three months ended March 31, 2025, compared to the same period in 2024, due to new borrowings.
Net Income/Loss. Net income for the three months ended March 31, 2025, was $68,288, compared to a net loss of $116,071 for the same period in 2024. The gain on extinguishment of debt of $174,935 attributed to the net income for the three months ended March 31, 2025. Additionally, there was reduced stock-based compensation costs during the three months ended March 31, 2025, as mentioned above.
Liquidity and Capital Resources
Cash Flow and Working Capital
We had $19,317 and $413 in cash as of March 31, 2025 and December 31, 2024, respectively. Our working capital deficit was $ 1,914,212 as of March 31, 2025, compared to $2,334,745 as of December 31, 2024. We continue to experience limited access to capital and expect that additional financing will be necessary to fund our operations. Market conditions for microcap companies remain challenging, making it difficult to secure favorable terms. Our history of operating losses and our working capital deficit raise substantial doubt about our ability to continue as a going concern. Although we are actively seeking to obtain additional capital, there can be no assurance that such financing will be available on acceptable terms, or at all.
20
Cash Flow from Financing Activities
We have historically funded our operations primarily through related party advances, private placements, and the issuance of debt. For the three months ended March 31, 2025, we raised an additional $45,000 with the following funding transactions:
·On February 24, 2025, we issued a Series 2025 Note in the principal amount of $10,000 to an individual investor.
·On March 18, 2025, we issued a Series 2025 Note in the principal amount of $61,000 to an individual investor. The principal amount includes $26,000 of previously accrued liabilities for services rendered, which was exchanged in accordance with a liability conversion agreement executed on the same date. The remaining $35,000 represents new cash proceeds.
Reference is made to Notes 7 to the interim condensed consolidated financial statements included under Item 1 of this Report for additional information.
We expect to require additional financing to support our ongoing operations and strategic growth initiatives. These conditions raise substantial doubt about our ability to continue as a going concern, which is dependent upon obtaining sufficient capital to fund operations and achieve profitability. Management is evaluating various financing alternatives, including potential equity or debt offerings and strategic partnerships. If we are unable to obtain additional financing, we may be required to further curtail or cease operations.
Subsequent Event Financing
Subsequent to March 31, 2025, we raised an additional $85,000 with the following funding transactions
·$25,000 issued to an unrelated individual on April 16, 2025.
·$25,000 issued to the spouse of a Company director on April 18, 2025. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis.
·$12,500 issued to an unrelated individual on April 21, 2025.
·$12,500 issued to an unrelated individual on April 28, 2025.
·$10,000 issued to an unrelated individual on June 23, 2025.
Proceeds are being used for general corporate purposes, including working capital and operational expenses. Reference is made to Note 11 to the interim condensed consolidated financial statements included under Item 1 of this Report for additional information. These financings are not expected to materially change our financial condition.
Significant Estimates and Assumptions
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates are based on historical experience, current conditions, and other reasonable factors. Actual results could differ materially from these estimates. We review these estimates and assumptions regularly and update them as new information becomes available.
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision of our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our officers concluded that our disclosure controls and procedures were not effective as of that date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness
Our controls and procedures are designed to provide reasonable, not absolute, assurance of achieving their objectives. Because of inherent limitations, no control system can prevent all errors or fraud.
PART II – OTHER INFORMATION
None.
ITEM 1. LEGAL PROCEEDINGS
As of the date of this report, there were no material pending legal proceedings against us, and we do not believe the outcome of any current claims or legal proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
22
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
As of March 31, 2025, we were in default under the following promissory notes:
·a $45,000 convertible note issued to an unrelated individual which matured in July 2018.
·a $50,000 loan with an unrelated individual in 2021 which matured in December 2021.
·a $5,000 note issued to an unrelated individual which matured in October 2024.
·a $5,000 note issued to an unrelated individual which matured in October 2024.
·a $4,500 related party note issued to our Chief Executive Officer which matured on February 12, 2025.
·a $8,400 note issued to GSB Holdings, LLC which matured on March 30, 2025.
These defaults may impact our ability to obtain future financing and could result in potential legal action by noteholders. Reference is made to Notes 4, 5, and 6 to the interim condensed consolidated financial statements included under Item 1 of this Report for additional information.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
None.
ITEM 6.EXHIBITS
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:
Exhibit Number |
|
Description |
|
|
|
31.1 |
| |
|
|
|
31.2 |
| |
|
|
|
32.1 |
| |
|
|
|
* Filed herewith.
23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, City of San Francisco, State of California, on July 22, 2025.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
Pursuant to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities and on the dates indicated.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
|
|
By: | /s/ Lanny R. Lang |
| LANNY R. LANG |
| Chief Financial Officer, Chief Accounting Officer |
| (Principal Financial and Accounting Officer) |
|
|
By: | /s/ Michael Landau |
| MICHAEL LANDAU |
| Chief Technology Officer, Treasurer, Director |
|
|
By: | /s/ Leslie Katz |
| LESLIE KATZ |
| Director |
24
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Evan Horowitz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| Farmhouse, Inc. | |
|
|
|
|
Date: July 22, 2025 |
| By: | /s/ Evan Horowitz |
|
|
| EVAN HOROWITZ |
|
|
| Chief Executive Officer, Director |
|
|
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Lanny R. Lang, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| Farmhouse, Inc. | |
|
|
|
|
Date: July 22, 2025 |
| By: | /s/ Lanny R. Lang |
|
|
| LANNY R. LANG |
|
|
| Chief Financial Officer, |
|
|
| (Principal Financial and Accounting Officer) |
EXHIBIT 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
The undersigned, Chief Executive Officer and Chief Financial Officer of Farmhouse, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Farmhouse, Inc. as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Farmhouse, Inc.
| Farmhouse, Inc. | |
|
|
|
|
|
|
Date: July 22, 2025 | By: | /s/ Evan Horowitz |
|
| EVAN HOROWITZ |
|
| Chief Executive Officer, Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: July 22, 2025 | By: | /s/ Lanny R. Lang |
|
| LANNY R. LANG |
|
| Chief Financial Officer, Chief Accounting Officer |
|
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Farmhouse, Inc. and will be retained by Farmhouse, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.