Farmhouse, Inc 10-K for FY2023
Farmhouse, Inc. /Nv (FMHS)
About this 10-K
Farmhouse, Inc filed this 10-K on July 11, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $15.23K
- up 48.4% from $10.26K a year earlier
- Net loss
- $560.79K
- compared with a net loss of $442.78K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED
OR
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
FARMHOUSE, INC. |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
( |
Securities registered pursuant to Section 12(b) of the Act: N/A
None |
| N/A |
Title of each class to be so registered |
| Name of each exchange on which each class is to be registered |
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ]
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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically 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 twelve months (or for such shorter period that the registrant was required to submit and post such files).
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 | [ ] | [X] | |
Smaller reporting Company | Emerging growth company |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
As of June 30, 2024, the last business day of the registrant’s most recently completed quarter, the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $
As of July 10, 2024, the date of this Report, there were
FARMHOUSE, INC.
TABLE OF CONTENTS
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PART I | |||
Item 1 | Business |
| 4 |
Item 1A | Risk Factors |
| 11 |
Item IB | Unresolved Staff Comments |
| 11 |
Item 2 | Properties |
| 11 |
Item 3 | Legal Proceedings |
| 12 |
Item 4 | Mines and Safety Disclosures |
| 13 |
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PART II | |||
Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| 14 |
Item 6 | Selected Financial Data |
| 16 |
Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 16 |
Item 7A | Quantitative and Qualitative Disclosures About Market Risk |
| 23 |
Item 8 | Financial Statements and Supplementary Data |
| 23 |
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| 24 |
Item 9A | Controls and Procedures |
| 24 |
Item 9B | Other Information |
| 25 |
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PART III | |||
Item 10 | Directors, Executive Officers and Corporate Governance |
| 26 |
Item 11 | Executive Compensation |
| 32 |
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 35 |
Item 13 | Certain Relationships and Related Transactions, and Director Independence |
| 36 |
Item 14 | Principal Accounting Fees and Services |
| 37 |
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PART IV | |||
Item 15 | Exhibits, Financial Statement Schedules |
| 38 |
Item 16 | Form 10-K Summary |
| 38 |
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SIGNATURES |
| 39 | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information included in this Annual Report on Form 10-K for the year ended December 31, 2023 (this “Report”), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results, including, without limitation, statements related to the expected effects on its business from the coronavirus (“COVID-19”) pandemic. The Company generally uses the words “may,” “should,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “likely,” “estimate,” “potential,” “continue,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond its control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.
CERTAIN TERMS USED IN THIS REPORT
“We,” “us,” “our,” the “Registrant,” the “Company,” and “Farmhouse” are synonymous with Farmhouse, Inc., unless otherwise indicated. WeedClub®, Friends in High Places®, WeedClub Select® and @420® are registered Trademarks of the Company where used throughout this Report.
PART I
ITEM 1. BUSINESS.
Corporate History
The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. In September 2013, the Company was redomesticated in Maryland and changed its name to Somerset Property, Inc. In July 2017, the Company was redomesticated in Nevada and changed its name to Revival, Inc. In June 2019, the Company changed its name to Farmhouse, Inc. to reflect its new business endeavors.
In August 2019, the Company acquired Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary (the “Acquisition”). The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company. The consolidated financial statements also includes Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”).
Corporate Overview
We are a holding company with multiple divisions dedicated to connecting professionals and brands in the legal cannabis industry. We are built on two core competencies–trust and connection. Our divisions provide solutions that leverage our trusted brand and facilitate valuable connections across the cannabis industry. We connect the industry through multiple divisions including Farmhouse Vault, the @420 brand and @420 Twitter, and the WeedClub® Platform. Our @420 brand and @420 Twitter serve as trusted,
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influential properties that enable the Company to connect, promote and advocate for the industry. We will continue to serve as a leading boutique connection platform and branch its well-known brand into more IP licensing relationships continuously. Expanding Farmhouse Vault to license community-driven IP in the music industry is currently underway.
Farmhouse Divisions
Each division solves a unique problem within an industry navigating state-by-state regulations and an uncertain federal regulatory landscape. This environment has created a fragmented cannabis market that emphasizes the importance of a trusted facilitator to make value-added connections across the supply chain in our industry.
·@420. Our consumer-facing brand and Twitter handle (with over 100,000 followers) serve as an influential brand that connects us with the greater public. Our Twitter handle enables the NFT division to forge valuable connections in the space and work with established projects.
·WeedClub®. Weedclub is one of the first social networks for cannabis professionals with over 5,000 members, generating thousands of valuable connections. WeedClub is an established presence in the cannabis industry that people trust to make valuable connections. As we continue to expand our operations, WeedClub members benefit immensely from the added potential connections.
·Web3 division (“Vault”): Our newest division that connects cannabis brands with licensing opportunities with influential IP holders and communities to develop new brands that appeal to digitally-native consumers.
Current and Future Plan of Operations
The COVID-19 pandemic catalyzed a behavioral shift to digital connection and verifiable trust. This shift thrust blockchain technology and digital collectibles to the forefront as virtual groups transformed into supportive, thriving communities centered around digital collectible brands. The top brands generate immense value (intrinsic and financial) while building highly loyal, engaged communities.
As we transitioned our company online, we started researching and participating in this behavioral shift. Many established brands attempted to enter this space, but few understood the collaborative, accretive culture and failed to gain traction within the community. We positioned our web3 division to leverage our core competencies to drive value for the digital collectible community and our shareholders.
Our web3 (“Vault”) division connects cannabis companies to intellectual property (IP) licensing opportunities from digital collectible holders to launch digitally-native cannabis brands. Since our launch of our Vault division in December 2021, we have developed relationships with several digital collectible holders to seed our IP vault with blue-chip web3 brands. These brands include Bored Ape Yacht Club, Mutant Ape Yacht Club, Bored Ape Kennel Club, and CryptoPunks.
Our most notable licensed IP is Mutant Ape Yacht Club #30000, “Mega Robot”, one of twelve Mega Mutants, the rarest NFTs in the Bored Ape Yacht Club (BAYC) universe. Mega Mutants have sold for over $1,000,000 with the Mega Serum previously selling for $5.8 million.
In July 2022, we launched our first cannabis activation with Oro Blanco (BAYC #2186) and Urbana to debut a branded cannabis strain across three retail stores in San Francisco. The initial results generated encouraging monthly and quarterly sell-through rates and sales which informed our decision to further build out our Vault division.
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In order to understand web3 culture and the overall market, we developed an advisory board of web3-native experts. Our advisory board helps guide our strategy and decision-making across social media, community, art and branding, and product development. Each advisor has built a personal brand and is well-known across the community.
In August 2022, we began developing the concept for a Mega Robot cannabis line with Bronx Extracts. This brand builds on our key learnings from the Oro Blanco launch which highlighted the need for standout packaging paired with curated cannabis. This collaboration pairs the premium IP of Mega Robot with premium cannabis sourced and developed by Bronx Extracts to create a brand that appeals to everyday consumers.
In September 2023, following the successful launch of the Mega Robot brand in California, the company facilitated additional Mega Robot brand licenses. House of Kush developed cannabis products in Missouri, and Raw Genetics released branded seeds in the hemp category. The expansion will demonstrate the power of our cannabis network combined with our advisory board to launch a brand that appeals to all consumers, including digitally-native ones. Farmhouse Vault will develop and release new IP collaborations on an ongoing basis, such as its new collaboration with G. Love to network the music artist for the purpose of launching his cannabis branded products. The company leverages its ability to develop community-driven, IP branded products with its signed MOU with T-Pain to create a new subsidiary that should enter into the energy beverage industry.
Revenues
In accordance with ASC No. 606, Revenue Recognition, the Company recognizes revenue from product sales or services rendered when the following five revenue recognition criteria are met: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. During the years ended December 31, 2023 and 2022, the Company generated two types of revenue, including:
(1)Subscription fees. Subscription fees related to the WeedClub portal are received at the time of purchase. The Company’s performance obligation is to provide services over a fixed subscription period; accordingly, the Company recognizes revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date.
(2)License revenues. The Company generates revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license from the Company to use one of its licensed NFT’s for the purpose of creating, marketing, and selling branded cannabis and hemp products and accessories. The Company’s performance obligation is met upon granting the customer access to its licensed NFT’s. The company recognizes license revenues or royalties when the subsequent sale of the cannabis and hemp products and accessories by the licensee occurs. The amount of license revenue or royalties recognized is based on a percentage of the sales price of the licensee’s sales of its cannabis and hemp products and accessories. Fees are due the month after customer sales occur.
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Revenues generated during the years ended December 31, 2023 and 2022 were as follows:
| December 31, | ||||
| 2023 |
| 2022 | ||
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Subscription fees | $ | - |
| $ | 149 |
License revenues |
| 15,227 |
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| 10,112 |
| $ | 15,227 |
| $ | 10,261 |
The corresponding costs of revenues associated with license revenues were $6,930 and $3,806 for the years ended December 31, 2023 and 2022, respectively.
A new licensee accounted for 91.0% of license revenues for the year ended December 31, 2023. Two licensees represented 60.4% and 39.6% of license revenues for the year ended December 31, 2022.
Industry background
The legalization of medical and recreational marijuana in many states has allowed the growing, processing, distribution, sale and consumption of marijuana products and derivatives. It has led to the need for continuity between the growers, distributors and even the end consumer on matters relating to the growing processes, business startup, state and federal regulations and other legal issues centered around the cannabis industry in general.
Customers
A significant portion of our targeted customer base will be comprised of cannabis producers, retailers, consultants and supply chain professionals. We have over 110,000 cannabis industry participants in its network. This includes over 100,000 followers across social media accounts (Twitter, Instagram, LinkedIn and Facebook), over 10,000 total registrants for live events and over 5,000 members on the WeedClub® Platform.
Customer Service
Through our WeedClub® Platform, visitors and members can contact the WeedClub team via a phone number, email or on various social media sites including Twitter, Facebook, LinkedIn and Instagram.
Product Development Strategy
Our product development strategy contemplates running parallel development tracks to simultaneously grow the Farmhouse Vault Platform and develop potential software and technology that addresses the needs of IP Holders, the overall cannabis industry, and additional industries that are available to expand our licensing business into. The continued growth of the Farmhouse Vault Platform will increase our potential customer base and allow us to replicate the same success seen at the start of WeedClub. By speaking with IP Holders and WeedClub members to discuss their current and future problems and needs, we will be able to develop solutions that address actual market needs with a present pool of potential early adopters. Platform growth at Farmhouse Vault will increase our ability to rapidly iterate on product development to effectively discover product market fit, while utilizing our existing supply chain connections.
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Marketing
We intend to implement marketing programs typical for end-user technology consumers, such as print, media, social networking, search engine optimization, as well as direct sales calls to specific clients and channel marketing within its existing social network in accordance with applicable law. Our primary marketing program will consist of media, networking, live events, partnerships, search engine optimization, and direct sales calls to existing members.
Technology
We operate our online network supporting systems on servers via the Heroku services platform. We also use third-party content distribution networks such as Buffer and Google Analytics for ad serving, optimization, web tracking services and content marketing to improve performance and provide instrumentation. All contracts are click-form based with these service providers.
Employees and Independent Contractors
As of July 10, 2024, we have three full-time employees, including our executive officers. We plan to hire additional employees and engage consultants on an as-needed basis. We also have relationships with several independent contractors who provide services to it on a regular basis.
Government Regulation of Cannabis
Cannabis (other than hemp and its derivatives) is currently a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (“CSA”) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (“DOJ”) defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine, even though these persons are in compliance with state law.
The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Currently, cannabis and cannabidiol (“CBD”) (if it has 0.3 percent THC or more) are classified as Schedule I drugs, which are viewed as highly addictive and having no medical value and is illegal to distribute and use. The United States Federal Drug Administration has not approved the sale of cannabis for any medical application but did approve the CBD-based drug epidiolex, in 2018. Doctors may not prescribe cannabis or CBD (0.3 percent THC or more) for medical use under federal law. In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis or CBD (0.3 percent THC or more) will not be denied services or other medications that are denied to those using illegal drugs. In December 2018, the federal Agriculture Improvement Act (also known as the Farm Bill of 2018) was approved, federally legalizing hemp and its derivatives, such as CBD that contain less than 0.3% THC.
Currently, forty-seven (47) States and the District of Columbia have laws legalizing cannabis and CBD in some form. In November 2016, California, Massachusetts, Maine and Nevada all passed measures legalizing the adult use of cannabis. California’s Prop. 64 measure allows adults age 21 and older to possess up to one ounce of cannabis and grow up to six plants in their homes. Other tax and licensing provisions of the law did not take effect until January 2018. In November 2020, Arizona, Montana, South
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Dakota and New Jersey all passed measures legalizing the adult use of cannabis, and Mississippi and South Dakota passed measures legalizing the medical use of cannabis. In March 2021, New York State passed a law to legalize adult use of cannabis.
Description of Property
Our executives and employee work remotely. Our mailing address is 548 Market Street, Suite 90355, San Francisco, CA 94104 and our phone number is (888) 420-6856.
We own a very effective and highly visible Twitter social media handle, @420. We also own the following domain names:
·coastweed.com
·dewby.com
·duby.org
·extract.com
·farmhouse.tv
·gettingbaked.com
·greatpot.com
·herbdate.com
·ifarmhouse.com
·localbud.com
·potsoda.com
·seed2.com
·seed2.sale
·sfbud.com
·sfpot.com
·superstrains.com
·tracelogic.com
·valuepot.com
·vaporsystem.com
·vapory.com
·weed.club
·weedclub.co
·weedclub.com
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We also own the following Registered Trademarks:
·WeedClub | 86367462 | 5173923 |
·Friends in High Places | 86367469 | 4820867 |
·Leaf/WC Outline | 86367473 | 4869207 |
·Two-Tone Green Leaf/WC | 86367482 | 4869208 |
·WeedClub Select | 87344382 | 5845956 |
·WeedClub Select Logo | 87344392 | 5776034 |
·@420 | 87519273 | 5964389 |
Emerging Growth Company
We are an emerging growth company (“EGC”), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act.”) The JOBS Act eases restrictions on the sale of securities and increases the number of stockholders a company must have before becoming subject to the reporting and disclosure rules of the Securities and Exchange Commission (the “SEC.”) We have not elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows it to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
More Information
We are required to file annual, quarterly, and current reports, proxy statements and other information with the SEC. These filings are not deemed to be incorporated by reference into this Form 10-K. You may read and copy any documents filed by us at the Public Reference Room of the SEC, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.
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 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Our executives and consultants work remotely. Our mailing address is 548 Market Street, Suite 90355, San Francisco, CA 94104 and our phone number is (888) 420-6856.
ITEM 3. LEGAL PROCEEDINGS.
We are a party to legal proceedings by our subsidiary, Farmhouse DTLA.
In August 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with a medical marijuana growing, and retail company that now goes by the name Los Angeles
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Farmers, Inc. (“LAFI”). In October 2017, DTLA commenced litigation in Los Angeles County Superior Court (Case #BC681251) against LAFI and David and Irina Vayntrub, who were the sole officers, directors, and members of LAFI, seeking to enforce its contract rights under the SCA. In January 2020, following more than a year of discovery, DTLA entered into a confidential settlement with the Vayntrubs, however, the case continued against LAFI. In April 2021, an Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DTLA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017, along with a share of any profits from November 2017. In January 2022, DTLA requested that the Arbitrator order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In April 2024, the sale of LAFI was completed by the receiver. As of July 10, 2024, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our shares of common stock are quoted on the OTCQB market under the symbol “FMHS.” The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTC Markets. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Quarter Ended |
| Low |
| High | ||
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September 30, 2024 (1) |
| $ | 0.12 |
| $ | 0.29 |
June 30, 2024 |
| $ | 0.08 |
| $ | 0.29 |
March 31, 2024 |
| $ | 0.05 |
| $ | 0.33 |
December 31, 2023 |
| $ | 0.03 |
| $ | 0.8 |
September 30, 2023 |
| $ | 0.04 |
| $ | 0.1 |
June 30, 2023 |
| $ | 0.04 |
| $ | 0.1 |
March 31, 2023 |
| $ | 0.08 |
| $ | 0.49 |
December 31, 2022 |
| $ | 0.14 |
| $ | 0.94 |
September 30, 2022 |
| $ | 0.15 |
| $ | 1.48 |
June 30, 2022 |
| $ | 0.52 |
| $ | 1.51 |
March 31, 2022 |
| $ | 0.52 |
| $ | 1.96 |
(1)Through July 10, 2024, the date of this Report.
Our common stock is considered a penny stock under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities were subject to first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the
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stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.
Holders of Common Stock
As of December 31, 2023, we had 17,325,950 shares of common stock issued and outstanding, held by 134 stockholders of record and approximately 215 stockholders in street name.
As of July 10, 2024, the date of this Report, we had 17,728,450 shares of common stock issued and outstanding, held by 134 stockholders of record and approximately 215 stockholders in street name.
Dividends and Share Repurchases
We have not paid any dividends to stockholders and do not intend to pay cash dividends on its common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors. Also, there are no restrictions which would limit our ability to pay dividends on our Common Stock.
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
A summary of the Company’s common stock transactions during the year ended December 31, 2023 is as follows:
·The Company granted Restricted Stock Awards of 250,000 shares of common stock under the Company’s 2021 Omnibus Incentive Plan to a Company director and a consultant.
As a result of these transactions, the Company has 17,325,950 shares of common stock outstanding as of December 31, 2023.
A summary of the Company’s common stock transactions during the year ended December 31, 2022 is as follows:
·The Company sold 69,900 shares of common stock for cash proceeds of $59,415.
·The Company issued 193,500 shares of common stock for services rendered. The Company recorded an expense of $189,582 during the year ended December 31, 2022 based on the closing price of the Company’s common stock on the OTCQB market.
·The Company granted Restricted Stock Awards of 1,118,000 shares of common stock under the Company’s 2021 Omnibus Incentive Plan to Company officers, directors, and consultants.
As a result of these transactions, the Company has 17,075,950 shares of common stock outstanding as of December 31, 2022.
Subsequent to December 31, 2023, the Company had the following common stock transactions:
·The Company granted Restricted Stock Awards of 340,000 shares of common stock under the Company’s 2021 Omnibus Incentive Plan to Company officers, directors, and consultants.
·The Company sold 62,500 shares of common stock for cash proceeds of $25,000.
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As a result of these transactions, the Company has 17,728,450 shares of common stock outstanding as of July 10, 2024, the date of these consolidated financial statements.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Our officers and board of directors did not purchase shares in the open market during the years ended December 31, 2023 and 2022.
Stock Option Grants
We have not granted any stock options.
Registration Rights
There are no registration rights as of July 10, 2024, the date of this Report.
Stock transfer agent
Our stock transfer agent is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093. Their phone number is (469) 633-0101 and their website is www.stctransfer.com.
ITEM 6. SELECTED FINANCIAL DATA.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. We use United States GAAP financial measures in the MD&A, unless otherwise noted. All the GAAP financial measures used by us in this report relate to the inclusion of financial information. This MD&A should be read in conjunction with the audited Financial Statements and notes thereto for the year ended December 31, 2023 and 2022 included under Item 8 in this Report. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. See the cautionary language at the beginning of this Report regarding forward-looking statements.
Corporate Overview
We are a holding company with multiple divisions dedicated to connecting professionals and brands in the legal cannabis industry. We are built on two core competencies–trust and connection. Our divisions provide solutions that leverage our trusted brand and facilitate valuable connections across the cannabis industry. We connect the industry through multiple divisions including the @420 brand and @420 Twitter, and the WeedClub® Platform. Our @420 brand and @420 Twitter serve as trusted, influential properties that enable the Company to connect, promote and advocate for the industry. We will continue to serve as a leading cannabis connection platform and branch its well-known brand into the budding web3 and metaverse.
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Liquidity and Capital Resources
Until such time we can raise additional capital or generate positive cash flow from operations, we will continue to be funded through short-term advances from the Company officers, borrowings under promissory notes and sales of restricted common stock under various offerings. We estimate we will need $2,500,000 in capital, after satisfying our debt obligations, to cover our ongoing expenses and to successfully market and expand our product offerings. This is only an estimate and may change as we receive feedback from customers and have a better feel of the demand and revenues from our new products. Both of these factors may change and we may not be able to raise the necessary capital and if we are able to, that it may not be at favorable rates. We intend to meet our cash requirements for the next 12 months equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.
For the years ended December 31, 2023 and 2022, we generated revenues of $15,227 and $10,261, respectively, and we reported net losses of $560,789 and $442,782, respectively. We had negative cash flow from operating activities of $83,454 and $270,895, respectively. As of December 31, 2023, we had an accumulated deficit of $6,305,488 and total shareholders’ deficit of $1,978,281.
Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financing. We anticipate that we will continue to report losses and negative cash flow. To date, we have financed our activities principally from the sale of common stock, loans and advances from Company officers, and loans from third parties. We intend on financing our future working capital needs from these sources until such time that funds provided by our operations are sufficient to fund our working capital requirements. We believe that the current cash on hand, loans and advances from Company officers, funds raised from the sale of our common stock, and funds from loans with third parties allows us sufficient capital for operations and to continue as a going concern.
Related party matters
The terms of any transaction determined to be with related parties are presented to the board of directors (other than any interested director) for approval and documented in the corporate minutes. Cash advances are commonly provided by our officers for operating expenses and direct payment of Company expenses. Company officers were owed $28,958 and $44,882 as of December 31, 2023 and 2022, respectively, and is comprised of cash advances provided to the Company for operating expenses and direct payment of Company expenses by Company officers. During the year ended December 31, 2023, Company officers made cash advances of $10,761 and were repaid $26,685 of which $3,315 were paid with the Company’s credit card and $23,370 were cash payments. During the year ended December 31, 2022, Company officers were repaid $113,309 of which $18,102 were paid with the Company’s credit card and $95,207 were cash payments. The cash advances are non-interest bearing and are unsecured.
Company officers own approximately 43.2% of the Company as of December 31, 2023. We have agreed to indemnify Company officers for certain events or occurrences arising as a result of the officer or director serving in such capacity. Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year.
Litigation developments
In August 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with a medical marijuana growing, and retail company that now goes by the name Los Angeles
14
Farmers, Inc. (“LAFI”). In October 2017, DTLA commenced litigation in Los Angeles County Superior Court (Case #BC681251) against LAFI and David and Irina Vayntrub, who were the sole officers, directors, and members of LAFI, seeking to enforce its contract rights under the SCA. In January 2020, following more than a year of discovery, DTLA entered into a confidential settlement with the Vayntrubs, however, the case continued against LAFI. In April 2021, an Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DTLA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017, along with a share of any profits from November 2017. In January 2022, DTLA requested that the Arbitrator order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In April 2024, the sale of LAFI was completed by the receiver. As of July 10, 2024, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.
Results of Operations
Year ended December 31, 2023 compared to the year ended December 31, 2022
For the years ended December 31, 2023 and 2022, we generated revenues of $15,227 and $10,261, respectively, an increase of approximately $5,000. We generated two types of revenue for the years ended December 31, 2023 and 2022, as follows:
| Years ended December 31, | ||||
| 2023 |
| 2022 | ||
|
|
|
|
|
|
Subscription fees | $ | - |
| $ | 149 |
License fees |
| 15,227 |
|
| 10,112 |
| $ | 15,227 |
| $ | 10,261 |
Subscription fees. We generated zero and $149 subscription fees related to the WeedClub portal for the years ended December 31, 2023 and 2022, respectively.
License revenues. We recognized license revenues of $15,227 and $10,112 for the years ended December 31, 2023 and 2022, respectively. The corresponding costs of revenues associated with license revenues was $6,930 and $3,806 for the years ended December 31, 2023 and 2022, respectively. We generate revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license to use one of its licensed NFT’s for the purpose of creating, marketing, and selling branded cannabis and hemp products and accessories. We recognize license revenues or royalties when the subsequent sale of the cannabis and hemp products and accessories by the licensee occurs. The amount of license revenue or royalties recognized is based on a percentage of the sales price of the licensee’s sales of its cannabis and hemp products and accessories.
For the years ended December 31, 2023 and 2022, general and administrative expenses were $336,092 and $403,372, respectively, a decrease of approximately $67,600. Contributing factors to this decrease were:
·Outside consulting fees decreased by approximately $42,300. We contracted with six advisors with experience in merger and acquisitions and to assist in expanding our NFT licensing reach to licensees and California dispensaries. Together their non-cash, stock-based fees were approximately $27,800 for the year ended December 31, 2023 compared to approximately $65,500 for the year ended December 31, 2022. In addition, consulting fees includes non-cash, stock-based fees to our independent director(s) for vesting of restricted stock award (“RSA”) of approximately $19,200 for the year ended December 31, 2023 compared to approximately
15
$23,800 for the year ended December 31, 2022.
·Labor-related expenses decreased by approximately $17,400, due to consultant who stopped working for the Company in May 2022. Labor-related expenses included recognizing approximately $38,000 in stock-based fees for the year ended December 31, 2023 compared to approximately $55,400 for the year ended December 31, 2022.
·Public company related costs, including OTC filing fees, press releases and transfer agent costs decreased by approximately $2,100, due primarily to fewer press releases disseminated in the current year.
·Overall other general and administrative expenses, including website development, dues and subscriptions, rent and office expenses and travel and entertainment decreased by approximately $5,800 for the current year period, generally due to spending constraints by management.
For the years ended December 31, 2023 and 2022, professional fees were $181,751 and $382,371, respectively, a decrease of approximately $200,600. Our professional fees the years ended December 31, 2023 and 2022 were comprised of the following:
| Years ended December 31, | ||||
| 2023 |
| 2022 | ||
|
|
|
|
|
|
Legal | $ | 4,992 |
| $ | 43,390 |
Accounting and audit |
| 163,359 |
|
| 218,471 |
Other professional fees |
| 13,400 |
|
| 120,510 |
| $ | 181,751 |
| $ | 382,371 |
Legal. Legal expenses decreased overall by approximately $38,400 for the year ended December 31, 2023 compared to the year ended December 31, 2022. Contributing factors to this decrease were:
·Legal fees to our corporate and securities counsel firms decreased by approximately $1,100.
·Legal fees to our patent and trademark counsel decreased by approximately $200.
·Fees incurred by Judicate West, Planet Depot and court reporting related to our litigation against LAFI decreased by approximately $37,100, due to winding down of the active litigation. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 in this Report.
Accounting and audit. Accounting and audit expenses decreased by approximately $55,100 for the year ended December 31, 2023 compared to the year ended December 31, 2022. Contributing factors to this increase were:
·Audit and accounting fees to our independent public accounting firm increased by approximately $1,500 related to our annual fiscal year audit and quarterly reviews.
·Accounting fees for our contracted CFO services decreased by approximately $57,500, which included approximately $70,000 in stock-based fees in the year ended December 31, 2023 compared to approximately $111,500 of stock-based fees recognized in the year ended December 31, 2022. The CFO monthly fees are $4,000, which is accrued and not paid.
·Accounting fees for our outside bookkeeping services increased by approximately $900.
Other professional fees. Other professional fees decreased by approximately $107,100 for the year ended December 31, 2023 compared to the year ended December 31, 2022 due to a decrease in fees to our contracted software engineers and developers of our software technology platforms. Professional fees included approximately $11,400 in stock-based fees in the year ended December 31, 2023 compared to approximately $114,500 of stock-based fees recognized in the year ended December 31, 2022.
16
Other (income) and expenses for the years ended December 31, 2023 and 2022 were as follows:
| Years ended December 31, | ||||
| 2023 |
| 2022 | ||
|
|
|
|
|
|
Gain on sale of domain name | $ | - |
| $ | (165,000) |
Investment income |
| - |
|
| (225,000) |
Interest expense |
| 51,243 |
|
| 53,150 |
| $ | 51,243 |
| $ | 336,850 |
Gain on sale of domain name. During the year ended December 31, 2022, we sold our domain name “blunt.com” to an unaffiliated party for $165,000, which was recorded as other income.
Investment income. During the year ended December 31, 2022, we executed a Litigation Funding Agreement with Legalist, whereby Legalist provided $225,000 of funding, which was recorded as investment income.
Interest expense. Interest expense decreased by approximately $1,900 for the year ended December 31, 2023 compared to the year ended December 31, 2022, due to one loan payoff in the current year.
Overall, for the year ended December 31, 2023, we reported a net loss of $560,789 compared to a net loss of $442,782 for the year ended December 31, 2022.
Non-GAAP Adjusted Net Loss
The following table reflects the reconciliation of net loss to Adjusted Net Loss for the year ended December 31, 2023 and 2022. This is a non-GAAP measurement of earnings and considers the stock-related compensation expense for services rendered by consultants and professionals for the comparable years. Management considers this non-GAAP measurement of earnings important to investors and other interested parties to evaluate our performance on a comparable basis.
| Years ended December 31, | ||||
| 2023 |
| 2022 | ||
|
|
|
|
|
|
Net loss as reported | $ | 560,789 |
| $ | 442,782 |
Less: Stock-based fees |
| (166,424) |
|
| (370,694) |
Adjusted Net Loss | $ | 394,365 |
| $ | 72,088 |
Adjusted Net Loss should only be viewed in conjunction with our reported financial results or other financial information prepared in accordance with accounting principles generally accepted in the United States, or “GAAP.”
17
Cash Flows
The following table summarizes the sources and uses of cash for the years ended December 31, 2023 and 2022, respectively:
| Years ended December 31, | ||||
| 2023 |
| 2022 | ||
|
|
|
|
|
|
Net cash used in operating activities | $ | (83,454) |
| $ | (270,895) |
Net cash provided by (used in) investing activities |
| - |
|
| 390,000 |
Net cash provided by (used in) financing activities |
| 21,391 |
|
| (60,822) |
Net increase (decrease) in cash and cash equivalents | $ | (62,063) |
| $ | 58,283 |
Year ended December 31, 2023. Operating activities used $83,454 of cash, primarily resulting from our net loss for the year ended December 31, 2023 of $560,789 offset by non-cash stock-based fees issued for services rendered by consultants and professionals of $166,424 and increases in accounts payable, accrued legal fees, accrued payroll and other accrued liabilities. There were no investing activities for the year ended December 31, 2023. Financing activities provided net cash of $21,391 from borrowings on notes payable of $34,000 and from related parties of $10,761. These were offset by repayment of related party debt and short-term advances of $23,370.
Year ended December 31, 2022. Operating activities used $270,895 of cash, primarily resulting from our net loss for the year ended December 31, 2023 of $442,782, investment income of $225,000, a gain on the sale of a domain name of $165,000, and a decrease in accrued legal fees offset by non-cash stock-based fees issued for services rendered by consultants and professionals of $370,694 and increases in accrued payroll and other accrued liabilities. Investing activities provided $390,000 of cash for the year ended December 31, 2023 resulting from proceeds of $165,000 from the sale of a domain name and a Litigation Funding Agreement with Legalist, whereby Legalist provided $225,000 of funding which is effectively proceeds from the Company’s investment in LAFI. Financing activities consisted of $59,415 in proceeds from the sale of common stock and $7,620 of borrowings on notes payable. These were offset by repayment of related party debt and short-term advances of $127,857.
Contractual Obligations
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.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents were $0 and $62,063 as of December 31, 2023 and 2022, respectively.
18
Critical Accounting Policies and Estimates
Reference is made to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included under Item 8 in this Report.
Recently Adopted Accounting Pronouncements
Reference is made to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included under Item 8 in this Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
FARMHOUSE, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Financial Statements
Consolidated Balance SheetsF-3
Consolidated Statements of OperationsF-4
Consolidated Statements of Changes in Stockholders' Equity (Deficit) F-5
Consolidated Statements of Cash FlowsF-6
Notes to the Consolidated Financial StatementsF-7
F-1
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Farmhouse, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Farmhouse, Inc. as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2023, 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 Farmhouse, Inc. as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that 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 entity’s management. Our responsibility is to express an opinion on these 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 Farmhouse, Inc. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Farmhouse, Inc. 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 entity'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
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors 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. We determined that there are no critical audit matters.
/s/
We have served as Farmhouse, Inc.’s auditor since 2018.
July 10, 2024
F-2
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSOLIDATED BALANCE SHEETS | |||||
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| December 31, | ||||
2023 |
| 2022 | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ |
| $ | ||
Accounts receivable |
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Prepaid expenses |
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Total current assets |
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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 | $ |
| $ | ||
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 |
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Notes payable |
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Due to related parties |
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Total current liabilities |
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Long-term liabilities: |
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Convertible notes payable, long-terms |
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Total long-term liabilities |
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Total liabilities |
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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 consolidated financial statements | |||||
F-3
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
For the years ended December 31, | |||||
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2023 |
| 2022 | |||
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REVENUES |
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Net revenues | $ |
| $ | ||
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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Depreciation and amortization |
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Impairment of intangible assets |
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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 sale of domain name |
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Investment income |
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Interest expense |
| ( |
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Total other income (expense) |
| ( |
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NET LOSS BEFORE INCOME TAXES |
| ( |
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| ( |
Income tax expense |
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NET LOSS | $ | ( |
| $ | ( |
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BASIC AND DILUTED NET LOSS PER SHARE | $ | ( |
| $ | ( |
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BASIC AND DILUTED WEIGHTED AVERAGE NUMBER |
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The accompanying notes are an integral part of these consolidated financial statements | |||||
F-4
FARMHOUSE, INC. AND SUBSIDIARY | |||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the years ended December 31, 2023 and 2022 | |||||||||||||
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| Common Stock |
| Accumulated |
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Shares |
| Par Value |
| Paid-in Capital |
| Deficit |
| Total | |||||
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Balance at December 31, 2021 |
| $ |
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Common stock sold |
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Common stock issued for Restricted |
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Stock-based compensation on RSA's vested |
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Common stock issued for services |
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Net loss |
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Balance at December 31, 2022 |
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Common stock issued for Restricted |
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Stock-based compensation on RSA's vested |
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Net loss |
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Balance at December 31, 2023 |
| $ |
| $ | |
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The accompanying notes are an integral part of these consolidated financial statements | |||||||||||||
F-5
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
For the years ended December 31, | |||||
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2023 |
| 2022 | |||
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss | $ | ( |
| $ | ( |
Adjustments to reconcile net income (loss) to net cash |
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Depreciation and amortization |
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Stock issued for services |
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Stock-based compensation on RSA's vested |
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Impairment of intangible assets |
| |
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Investment income |
| |
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| ( |
Gain on sale of domain name |
| |
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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 interest payable |
| |
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Net cash used in operating activities |
| ( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from the sale of domain name |
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Settlement from equity security investment |
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Net cash provided by (used in) investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from sale of common stock |
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Proceeds from borrowings on Note Payable |
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Proceeds from borrowings of convertible notes payable, long-term |
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Proceeds from related party debt and short-term advances |
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Repayment of borrowings on Note Payable |
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| ( |
Repayment of related party debt and short-term advances |
| ( |
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| ( |
Net cash provided by (used in) 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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NONCASH INVESTING AND FINANCING ACTIVITIES |
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Repayment of related party short-term advances with credit card |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW |
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Interest | $ | |
| $ | |
Income taxes | $ | |
| $ | |
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The accompanying notes are an integral part of these consolidated financial statements | |||||
F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023 and 2022
NOTE 1 – ORGANIZATION AND OPERATIONS
Organization
The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. In September 2013, the Company was redomesticated in Maryland and changed its name to Somerset Property, Inc. In July 2017, the Company was redomesticated in Nevada and changed its name to Revival, Inc. In June 2019, the Company changed its name to Farmhouse, Inc. to reflect its new business endeavors.
In August 2019, the Company acquired Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary (the “Acquisition”). The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company. The consolidated financial statements also includes Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”). DTLA is party to certain litigation. See Note 9.
Current Operations
The Company is a technology company with multiple cannabis related divisions and IP, including the WeedClub® Platform, the @420 Twitter handle and a Web3 division. The WeedClub® Platform is a cannabis social network platform that enables industry professionals to connect, discover products and services and scale their businesses. Within the WeedClub® Platform, members utilize an increasing set of technology-based tools for discovering professional connections and information. The Company’s @420 Twitter handle serves as a public platform to engage with cannabis enthusiasts. The Company’s Web3 division, launched in December 2021, facilitates licensing opportunities between established cannabis brands and influential digital collectible holders to launch digital collectible branded products and accessories.
Subsequent to December 31, 2023, the Company executed a non-binding Memorandum of Understanding for a proposed acquisition of all membership interests of Thrown, LLC, a joint venture beverage firm led by T-Pain, the Grammy Award-winning artist, professional gamer, and entrepreneur. Thrown’s premier product, T-Pain’s GamerShot, is a zero-crash, focus-enhancing functional esports beverage, featuring a proprietary Nootropic Energy Blend and conveniently packaged in 2-ounce servings. See Note 14.
Going Concern and Management Plans
The accompanying consolidated financial statements have been presented on the basis that the Company is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2023, the Company had a net loss from operations of $
The Company has financed its activities principally from the sale of its common stock, loans and advances from Company officers, and loans from third parties. The Company intends to finance its future working capital needs from these sources until such time that funds provided by operations are sufficient
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to fund working capital requirements. Management believes that loans and advances from Company officers, funds raised from the sale of its common stock, and funds raised from loans with third parties allow the Company sufficient capital for operations and to continue as a going concern.
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 consolidated financial statements. These accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) and have been consistently applied in the preparation of these consolidated financial statements.
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Farmhouse Washington and DTLA (together the “Company”). All inter-company balances have been eliminated in consolidation.
Financial Statement Reclassification
Certain amounts from the prior year’s financial statements have been reclassified in these consolidated financial statements to conform to the current year’s classifications.
Cash and Cash Equivalents
Cash and cash equivalents as of December 31, 2023 and 2022 included cash in banks. The Company considers all highly liquid instruments with maturity dates within 90 days at the time of issuance to be cash equivalents.
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP 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 of these consolidated financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable as of December 31, 2023. The Company places its cash with high credit quality financial institutions.
Accounts Receivable
Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. No allowance for doubtful accounts was considered necessary as of December 31, 2023 and 2022.
One customer accounted for the entire accounts receivable balance as of December 31, 2023.
F-8
Fair Value of Financial Instruments
The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of their fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
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 considered to be active or financial instruments without quoted market prices, but for which all significant inputs are observable, either directly or indirectly, or
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses, convertible notes payable, notes payable, and amounts due to related parties. The carrying amounts of these financial instruments are stated at cost which approximates fair value.
Revenue Recognition
In accordance with ASC No. 606, Revenue Recognition, the Company recognizes revenue from product sales or services rendered when the following five revenue recognition criteria are met: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. During the years ended December 31, 2023 and 2022, the Company generated two types of revenue, including:
(1)Subscription fees. Subscription fees related to the WeedClub portal are received at the time of purchase. The Company’s performance obligation is to provide services over a fixed subscription period; accordingly, the Company recognizes revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date.
(2)License revenues. The Company generates revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license from the Company to use one of its licensed NFT’s for the purpose of creating, marketing, and selling branded cannabis and hemp products and accessories. The Company’s performance obligation is met upon granting the customer access to its licensed NFT’s. The company recognizes license revenues or royalties when the subsequent sale of the cannabis and hemp products and accessories by the licensee occurs. The amount of license revenue or royalties recognized is based on a percentage of the sales price of the licensee’s sales of its cannabis and hemp products and accessories. Fees are due the month after customer sales occur.
F-9
Revenues generated during the years ended December 31, 2023 and 2022 were as follows:
| December 31, | ||||
2023 |
| 2022 | |||
|
|
|
|
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Subscription fees | $ |
| $ | ||
License revenues |
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| ||
$ |
| $ | |||
The corresponding costs of revenues associated with license revenues were $
Commitment and Contingencies
The Company follows ASC No. 450, Contingencies, paragraph 20 to report accounting for contingencies. Certain conditions may exist as of the date that these consolidated financial statements are issued, which may result in a loss, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon the information available at this time, that any matters exist that will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Net Income (Loss) per Common Share
Net income (loss) per common share is computed pursuant to ASC No. 260, Earnings per Share. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock for the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that we incorporated as of the beginning of the first period presented.
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All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. The Company’s convertible note payable for $
Income Tax Provision
The Company accounts for income taxes under ASC No. 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in these consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect during the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheet, as well as tax credit carrybacks and carryforwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheet and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all periods presented. If actual taxable income by tax authority varies from estimates, additional allowances or reversals of reserves may be necessary.
Related Parties
The Company follows ASC No. 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. This guidance requires that transactions with related parties that would have influence on decision making be disclosed so that readers of these consolidated financial statements can evaluate their significance.
Recently Issued Accounting Pronouncements
There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company.
NOTE 3 – CONVERTIBLE NOTES PAYABLE
Convertible note payable is comprised of a sole promissory note in the amount of $
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December 31, 2023 and 2022. Accrued interest on the convertible note payable was $
NOTE 4 – NOTES PAYABLE
In 2021, the Company entered into a loan agreement, not to exceed $75,000. with an unaffiliate individual (“Lender”) and borrowed $
Subsequent to December 31, 2023, the Company entered into promissory notes with two unrelated parties each for $5,000, for cash proceeds of $10,000. In addition, the Company entered into a promissory note with an unrelated party for $11,677 for a payment made by the party directly to a company vendor. See Note 14.
NOTE 5 – CONVERTIBLE NOTES PAYABLE – LONG-TERM
On May 31, 2023, the Board authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”) to fund its Web3 product development activities and for sales, marketing, and administrative expenses. For the year ended December 31, 2023, the Company raised $
The Series 2023 Notes are mandatorily convertible 30 calendar days after the first to occur: (i) the Company’s common stock has a closing price of greater than $1.00 for ten consecutive days (the “Market Forced Conversion”), or (ii) the Company closes on an offering of its common stock for no less than $1,000,000 (“Offering Forced Conversion”). The Series 2023 Notes shall be automatically converted 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.
The conversion price shall equal the sum of the principal amount of the Series 2023 Notes, plus the accrued and unpaid interest on such notes, plus default interest, if any, on the notes. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events.
F-12
Assuming the Series 2023 Notes are not mandatorily converted by Market Forced Conversion or Offering Forced Conversion, as discussed above, the Series 2023 Notes will mature as follows:
For the fiscal year ended December 31, |
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2024 | $ | |
2025 |
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2026 |
| |
2027 |
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Total | $ |
NOTE 6 – DUE TO RELATED PARTIES
Due to Related Parties totaled $
NOTE 7 – STOCKHOLDERS’ DEFICIT
Authorized Capital
The Company’s authorized capital consists of
Common stock transactions
A summary of the Company’s common stock transactions during the year ended December 31, 2023 is as follows:
·The Company granted Restricted Stock Awards of
As a result of these transactions, the Company has
A summary of the Company’s common stock transactions during the year ended December 31, 2022 is as follows:
·The Company sold
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·The Company issued
·The Company granted Restricted Stock Awards of
As a result of these transactions, the Company has
Subsequent to December 31, 2023, the Company granted additional Restricted Stock Awards of under the Company’s 2021 Omnibus Incentive Plan. See Note 14.
Shares Reserved
The Company is required to reserve and keep available its authorized but unissued shares of common stock an amount sufficient to affect shares that could be issued in connection the conversion of the convertible notes. See Note 3 and Note 5. These notes are convertible at a conversion price that the noteholder and the Company agree upon, therefore the number of shares it is convertible into is not determinable. Accordingly, no shares of common stock are reserved for future issuance as of December 31, 2023 and 2022.
NOTE 8 – STOCK-BASED COMPENSATION
2022 Omnibus Incentive Plan
On May 12, 2022, the Board and majority shareholders approved the Farmhouse, Inc. Omnibus Incentive Plan (the “2022 OIP”). The 2022 OIP permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards and Cash-Based Awards. The maximum number of shares of common stock that may be issued pursuant to Awards under the 2022 OIP is 3,000,000. Stockholders holding a majority of the Company’s common stock outstanding signed a consent authorizing the 2022 OIP.
Any options to be granted under the 2022 OIP may be either “incentive stock options,” as defined in Section 422A of the Internal Revenue Code, or “non-statutory stock options,” subject to Section 83 of the Internal Revenue Code, at the discretion of the Board and as reflected in the terms of the written option agreement. The option price shall not be less than 100% of the fair market value of the optioned common stock on the date the option is granted. The option price shall not be less than 110% of the fair market value of the optioned common stock for an optionee holding at the time of grant, more than 10% of the total combined voting power of all classes of stock of the Company. Options become exercisable based on the discretion of the Board of the Company and must be exercised within ten years from the date of grant (five years from date of grant for Company employees and directors).
Any restricted stock awards to be granted under the 2022 OIP are issued and measured at fair market value on the date of grant and become vested in various monthly or quarterly installments from the date of grant, subject to the recipient remaining in the Company’s service on specified vesting dates. Vesting of restricted stock awards is based solely on time vesting. Stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. Forfeitures are recognized as they occur.
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Restricted Stock Awards
A summary of the Company’s non-vested restricted stock awards as of December 31, 2023 and 2022 and changes for the years then ended is presented below:
| Restricted Stock Awards |
| Weighted Average Grant Date Fair Value | ||
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Non-vested restricted stock awards, Dec. 31, 2021 |
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| $ | ||
Awarded |
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Vested |
| ( |
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| ( |
Forfeited |
| - |
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Non-vested restricted stock awards, Dec. 31, 2022 |
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Awarded |
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Vested |
| ( |
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| ( |
Forfeited |
| - |
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| - |
Non-vested restricted stock awards, Dec. 31, 2023 |
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| $ | ||
During the year ended December 31, 2023, the Board granted RSAs under the 2021 OIP of
RSA shares are measured at fair market value on the date of grant and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. For the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of $
As of December 31, 2023, there was $
For the fiscal year ended December 31, |
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2024 | $ | |
2025 |
| |
2026 |
| |
2027 |
| |
Total | $ |
NOTE 9 – LITIGATION
In August 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with a medical marijuana growing, and retail company that now goes by the name Los Angeles Farmers, Inc. (“LAFI”). In October 2017, DTLA commenced litigation in Los Angeles County Superior
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Court (Case #BC681251) against LAFI and David and Irina Vayntrub, who were the sole officers, directors, and members of LAFI, seeking to enforce its contract rights under the SCA. In January 2020, following more than a year of discovery, DTLA entered into a confidential settlement with the Vayntrubs, however, the case continued against LAFI. In April 2021, an Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DTLA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017, along with a share of any profits from November 2017. In January 2022, DTLA requested that the Arbitrator order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In April 2024, the sale of LAFI was completed by the receiver. As of July 10, 2024, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.
NOTE 10 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company used an effective tax rate of 21% when calculating the deferred tax assets and liabilities and income tax provision below.
Net deferred tax assets consist of the following components as of December 31, 2023 and 2022:
2023 |
| 2022 | |||
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Deferred tax assets: |
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Net operating loss carryforward | $ |
| $ | ||
Accrued payroll |
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Accumulated depreciation |
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Valuation allowance |
| ( |
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| ( |
$ |
| $ | |||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2023 and 2022 due to the following:
2023 |
| 2022 | |||
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Book income (loss) | $ | ( |
| $ | ( |
Depreciation |
| ( |
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| ( |
Meals and entertainment |
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Other non-deductible expenses |
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Payroll Expense |
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Excess book gain on disposal over tax |
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| ( | |
Valuation allowance |
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$ |
| $ | |||
As of December 31, 2023, the Company has federal and state net operating loss carryforwards of
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approximately $
The Company has not filed its corporate tax returns since the fiscal year ending 2018. As a result of the significant losses incurred since inception, the Company has accumulated a substantial net operating loss (“NOL”) carryforward. While this NOL can be used to offset future taxable income, the failure to file tax returns timely presents potential risks and exposures, including: penalties and interest for the late filing of tax returns and the late payment of any taxes owed, and a risk that the Company may lose the benefit of its NOL carryforwards if tax authorities disallow the unfiled years or if the NOLs expire before they can be utilized.
NOTE 11 – RELATED PARTIES
As discussed in Note 7, cash advances are provided to the Company for operating expenses by Company officers, who are owed $
NOTE 12 – COMMITMENTS AND CONTINGENCIES
In the normal course of its business, the Company may be subject to certain contractual obligations and litigation. In management’s opinion, upon consultation with legal counsel, there are no contractual obligations or current litigation that will materially affect the Company’s consolidated financial position or results of operations.
Lease Commitment
The Company leased desk space in an incubator in San Francisco, CA at the rate of $
Indemnification Agreements
The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacities. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company believes the estimated fair value of these indemnification agreements is minimal and no liability has been recorded as of December 31, 2023 and 2022.
NOTE 13 – OTHER INCOME / (EXPENSE)
Gain on Sale of Domain Name
During the year ended December 31, 2022, the Company received an unsolicited offer for $
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domain names. Accordingly, this sale is recorded as other income during the year ended December 31, 2022.
Investment Income
During the year ended December 31, 2022, the Company executed a Litigation Funding Agreement with Legalist Fund III, LP (“Legalist”), whereby Legalist will provide certain funding, in advance of any collection, in connection with certain claims that the Company has against LAFI. See Note 9. The terms of the Litigation Funding Agreement provide for committed funds of $325,000 with a first tranche of $225,000 and the second tranche of $100,000 (“Funder Costs Amount”). The Company received the first tranche of $
Pursuant to the Litigation Funding Agreement, if the proceeds from the LAFI litigation are insufficient to pay in full both the Funder Costs Amount and Funder Recovery Amount, then such proceeds shall be applied exclusively and entirely to Legalist, after which no further amount will be owed to Legalist. If no proceeds are ever received from the LAFI litigation, then Legalist loses their investment. The Company has determined that the money received from Legalist is not a loan and is effectively proceeds from their investment in LAFI which the Company is accounting for as an investment in equity securities with no value due to uncertainties surrounding the value of LAFI. Accordingly, the Company has recorded this as investment income for the year ended December 31, 2022.
NOTE 14 – SUBSEQUENT EVENTS
As of July 10, 2024, the date of these consolidated financial statements, the following events were required to be disclosed in the accompanying consolidated financial statements as of and for the year ended December 31, 2023.
Memorandum of Understanding
On May 17, 2024, the Company executed a non-binding Memorandum of Understanding (“MOU”) which establishes the framework for a proposed acquisition of all membership interests of Thrown, LLC (“Thrown”). Thrown, operating under the brand Nappy Boy Dranks, is a joint venture beverage firm led by T-Pain, the Grammy Award-winning artist, professional gamer, and entrepreneur (“T-Pain”). Thrown’s premier product, T-Pain’s GamerShot, is a zero-crash, focus-enhancing functional esports beverage, featuring a proprietary Nootropic Energy Blend and conveniently packaged in 2-ounce servings.
The MOU provides for consideration to Throw of a) equity deposit of $75,000 in Company shares, subject to lockup and specific return conditions, b) cash compensation contingent on the Company raising $5-$10 million in equity financing, c) equity compensation involving issuance of 5,130,000 shares to Thrown, d) expense reimbursement up to $100,000 for organizational and operating expenses, e) license payment of $50,000 to Nappy Boy Dranks, LLC, and f) additional shares based on sales milestones to be negotiated.
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While the MOU outlines the parties’ intent to negotiate in good faith a definitive agreement while highlighting certain binding terms regarding exclusivity and confidentiality, it does not guarantee that the transaction will be completed. The parties are committed to negotiating in good faith and working towards a definitive agreement, but there are many variables and conditions that must be met for the transaction to close successfully. Therefore, there is no assurance that the MOU will result in a final agreement or that the transaction will be consummated.
Notes Payable
On April 26, 2024, the Company entered into promissory notes with two unrelated parties each for $5,000, for cash proceeds of $10,000. These notes bear interest at 20% per annum and are unsecured. All unpaid principal, along with any accrued interest, is due on October 26, 2024. On July 2, 2024, the Company entered into a promissory note with an unrelated party for $11,677 for a payment made by the party directly to a company vendor. This note bears interest at 12% per annum, is unsecured and is due on January 2, 2025. Failure to meet the payment terms or any other default condition on these notes could result in financial consequences, including acceleration of the notes’ due date and additional legal costs. Management is aware of the risks associated with this high-interest liability and is committed to meeting all obligations under the terms of the notes.
Restricted Stock Awards
On May 17, 2024, the Board granted Restricted Stock Awards (“RSAs”) totaling 340,000 shares of common stock under the 2021 OIP to advisors that the Board determined to be critical to closing the aforementioned MOU, including 100,000 RSA shares to the Company’s contracted CFO, LFSI, and 240,000 RSA shares to the newly engaged Company legal counsel. The RSA shares to LFSI vest 50,000 shares on June 30, 2024 and 25,000 shares over each of the following two fiscal quarters. The RSA shares to the newly engaged Company legal counsel vest 10,000 shares monthly starting on June 30, 2024 and continuing until May 31, 2026. RSA shares are measured at fair market value based on the closing price of the Company’s common stock on the OTCQB market on the date of grant ($0.084 per share on May 17, 2024). Stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.
Common stock transactions
In May 2024, the Company issued 62,500 shares of common stock to an unrelated third party in connection with a Subscription Agreement priced at $0.40 per share for cash proceeds of $25,000. As a result of this issuance and the aforementioned RSA shares, the Company has 17,728,450 shares of common stock outstanding as of July 10, 2024, the date of these consolidated financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and our chief financial officer to allow for timely decisions regarding required disclosure.
As of December 31, 2023, the end of the year covered by this Report, we carried out an evaluation, under the supervision of Mr. Horowitz, Chief Executive Officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. We concluded that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses identified below.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management assessed the internal control over financial reporting using the criteria in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Based on the evaluation under the framework in COSO, management concluded that our internal controls over financial reporting was ineffective as of December 31, 2023 based on such criteria. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect its internal controls and that may be considered material weaknesses. A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
As of December 31, 2023, management identified the following material weaknesses:
·Lack of a defined internal control structure and control environment. We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place. We have no control activities set up, including those over the AR/revenue process, the AP/purchasing process, the treasury process, the income tax process, or the equity process. We also have no controls over the entering of journal entries or the financial reporting close process.
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·We lack the necessary accounting resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience. We also lack the resources to properly account for complex debt and equity transactions and are unable to analyze such transactions timely or in sufficient detail. Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.
The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. To address these material weaknesses, and subject to the receipt of additional financing or cash flows, we intend to undertake remediation measures to address the material weaknesses described in this Report, including implementing procedures pursuant to which it can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Our internal control over financial reporting is designed 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.
Auditor’s Report on Internal Control Over Financial Reporting
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit it to provide only management’s report in this Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during the fourth quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our current executive officers and directors and additional information concerning them are as follows:
Name |
Position Held with Company |
Age | Date First Elected or Appointed |
|
|
|
|
Evan Horowitz | Chief Executive Officer and Director | 52 | January 28, 2014 |
Michael Landau | Chief Technical Officer, Secretary, Treasurer and Director | 52 | January 28, 2014 |
Leslie Katz | Director | 62 | October 13, 2023 |
Lanny R. Lang | Chief Financial Officer | 66 | February 8, 2021 |
Our directors are appointed for a one-year term holding office until the next annual general meeting of its shareholders or until removed from office in accordance with its bylaws. Our officers are appointed by the board of directors and hold office until removed by the board. All officers and directors listed above will remain in the office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Our board of directors appoints officers annually and each executive officer serves at the discretion of our board of directors.
None of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940.
Director and Officer Biographical Information
Evan Horowitz – Chief Executive Officer and Director
Evan Horowitz, 52, is the Co-Founder and has been the Chief Executive Officer and Director since the Company's inception in January 2014. Mr. Horowitz’s primary responsibilities include the management and execution of our business development, market strategies, social media and brand development. Prior to Farmhouse, he was Co-Founder and Chief Executive Officer of multiple technology businesses primarily in the affiliate networking, advertising and domaining channels. As Co-Inventor on two prior-issued and subsequently monetized technology patents, he has firsthand intellectual property expertise related to branding, marketing, startups, defense and growth. Mr. Horowitz attended The University of California, Berkeley from 1990-1995 and studied Mass Communications.
Michael Landau – Chief Technical Officer, Secretary, Treasurer and Director
Michael Landau, 52, is the Co-Founder, Chief Technical Officer, Secretary, Treasurer and Director since the Company’s inception in January 2014. Mr. Landau is responsible for the online operations and development of our technology platforms. Prior to Farmhouse, he was the Co-Founder and Chief Technical Officer of Essociate Inc., an affiliate marketing, mobile development and domain name marketplace company. He has more than 20 years of experience developing web and mobile applications. Mr. Landau obtained an BS Degree in Economics and Computer Science from The University of California, Berkeley, 1994, and a J.D. from University of California, Hastings College of the Law, 1998. He is a member of the California Bar Association.
27
Leslie Katz – Director
Leslie R. Katz, 62, joined the Farmhouse board of directors in October 2023 as an independent director. Ms. Katz is an experienced attorney, former elected official, and former technology company executive, specializing in blockchain & FinTech, as well as corporate, cybersecurity, and the developing areas of generative AI and Web3 law. Ms. Katz's law career is extensive and includes Partner at Practus, LLP (July 2022 to current), an innovative virtual law firm that leverages cloud-based technologies, Partner with Clark Hill Law (September 2019 to July 2022) focusing in blockchain, emerging technologies, regulatory and government affairs, Partner with CKR Law, LLC. (November 2018 to September 2019), and Shareholder with Greenberg Traurig, LLC (August 2015 to November 2018) focusing on government law and policy, energy, telecommunications, healthcare, and clean technology. Prior to her law career, Ms. Katz was Port Commissioner for the Port of San Franscisco from March 2011 to May 2018, and was Member and Past Chair of the Democratic County Central Committee from June 2000 to June 2016. Ms. Katz obtained an B.S. Degree in Psychology from the University of California, Berkeley, 1983, and a J.D. from University of California Law School, San Francisco, 1986. She is a member of the California Bar Association.
Lanny R. Lang – Chief Financial Officer
Lanny R. Lang, 66, was named Chief Financial Officer pursuant to a management contract with Lang Financial Services, Inc. (“LFSI”). Mr. Lang has over 35 years of CFO-related restructuring, financial consulting, reverse merger, capital structuring, financial process and SEC financial reporting experience. He has been the principal of LFSI, a private management and accounting consulting firm, since 1993. From July 2017 to June 2018, he was the CFO of ORhub, Inc. – OTC: ORHB. From 1995 and July 2017, he was the CFO, Secretary and a director of Aztore Capital Corp. and its predecessor, Aztore Holdings, Inc. Pursuant to Advisory Agreement with LFSI, Mr. Lang is also currently the CFO of House of Jane Inc. – OTC:HOJI since February 2019. Since May 2022, Mr. Lang is also the CFO and Secretary of 3Win Corp. 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, 1980.
During the years ended December 31, 2023 and 2022, there were no formal meetings of our board of directors. The directors authorize material action by written consent executed contemporaneously with the action.
We currently do not have a nominating, compensation, audit committee, or committees performing similar functions, nor is there a written nominating, compensation, or audit committee charter. Currently, the entire board of directors is performing the functions of such committees. In lieu of an Audit Committee, our board of directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of our financial statements and other services provided by our independent registered public accounting firm. The board of directors, the Chief Executive Officer, and the Chief Financial Officer review our internal accounting controls, practices, and policies.
28
Qualifications of Candidates for Election to the Board
Our directors take a critical role in guiding our strategic direction and considering the composition of the board of directors. Since 2014, we have had no turnover on the board of directors (one independent member was added in August 2020). As such, we do not have a separate nominating committee. When board of director candidates are considered, they will be evaluated based upon (i) their ability to qualify as independent directors; (ii) their broad-based business and professional skills and experiences; (iii) their experience serving as management or on the board of directors of companies similar to our; (iv) their concern for the long-term interests of the shareholders; and (v) their financial literacy and personal integrity in judgment. To date, we have not taken specific diversity considerations into account when nominating or considering board of director candidates and we have no policy in this regard. In addition, board of director candidates must have time available to devote to Board activities. Accordingly, our board of directors will seek to attract and retain highly qualified directors who have sufficient time to attend to their duties and responsibilities. See “Process for Identifying and Evaluating Candidates for Election to the Board” below for further discussion of how our board of directors operates in connection with nominations.
Board Leadership Structure and Role in Risk Oversight
Mr. Horowitz has served as Chairman, member of our board of directors, Chief Executive Officer and President since January 2014. The board of directors believes it is important to select its Chairman and President in the manner it considers in our best interests and its stockholders at any given point in time. The board of directors believes that the most effective leadership structure for us is for Mr. Horowitz to serve as both as our Chairman and President because a single position reduces the need to hire and compensate additional personnel. Moreover, the board of directors recognizes that, given Mr. Horowitz’s familiarity with our day-to-day operations and his long-standing experience with us, it is valuable to have him lead board discussions. Our board of directors as a group fulfill the role of reviewing all proposed transactions that involve potential conflicts of interest and proposing matters for consideration or action by management. Our board of directors and management view this level of independent director involvement as adequate given the nature of our business. In particular, due to the limited size of our operations and headcount and the well-defined nature of our business and operating results, that we have not required more formal and extensive interaction, and the board of directors has not considered it necessary to date.
With respect to the board of directors’ role in the risk oversight of the Company, the board of directors has set forth which transactions may require the prior approval of the board of directors (or an independent portion thereof) and which transactions may proceed with management authorization and without any such board of directors’ prior approval.
Process for Identifying and Evaluating Candidates for Election to the Board
We have no separate nominating committee, however, our management reviews the qualifications and backgrounds of the board of directors, as well as the overall composition of the Board, and recommends to the full board of directors the persons to be nominated for election. In the case of incumbent directors, the board of directors reviews such directors’ overall service, including the number of meetings attended, level of participation, quality of performance, and whether the director continues to meet the applicable independence standards. In the case of any new director candidates, the questions of independence and financial expertise are important to determine what roles can be performed by the candidate, and the board of directors determines whether the candidate meets the applicable independence standards and the level of the candidate’s financial expertise. Any new candidates would be interviewed by the management and, if appropriate, then by all members of the board of directors. The full board of directors will approve the final
29
nominations. The Chairman of the board of directors, acting on behalf of the full board of directors, will extend the formal invitation to become a nominee of our board of directors.
Significant Employees
We have no significant employees other than their officers and directors.
Audit Committee Financial Expert
Our board of directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. We intend to establish an Audit Committee in the future and identify an individual to serve as an independent director and as the audit committee financial expert.
Involvement in Certain Legal Proceedings
None of our executive officers and directors have been involved in or a party to any of the following events or actions during the past ten years:
(1)Any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer either at or within two years prior to the time of such filing;
(2)Any conviction in a criminal proceeding or being subject to 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, such person 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 advisor, 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 the subject of 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 activity described in paragraph (3)(i) above, 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 the SEC to have violated a Federal or State securities law, and the judgment 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
30
civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;
(7)Being the subject of, 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; (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 the subject of, 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.
Potential Conflicts of Interest
We are not aware of any conflicts of interest with any of its directors and officers.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have a board of directors comprised of a majority of “Independent Directors.” Currently, our board of directors has one independent director, Leslie Katz, within the definition of independence provided by the OTC Markets Group Inc.
Code of Ethics
We have not adopted a formal Code of Ethics, but we intend to adopt a formal Code of Ethics in the future.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide the Company with copies of those filings. Based solely on the review of the copies of such forms received by the Company, or written representations from certain reporting persons, during the year ended December 31, 2023, the filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied.
Family Relationships
There are no family relationships among our officers and directors.
31
ITEM 11. EXECUTIVE COMPENSATION.
The following table summarizes all compensation recorded by the Company in the past two years ending December 31, 2023 for our principal executive officer or other individual serving in a similar capacity, and the two most highly compensated executive officers, other than the principal executive officer, who were serving as corporate officers as of December 31, 2023. For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation | All Other Compensation | Total |
|
|
|
|
|
|
|
|
|
|
Evan Horowitz, CEO (1) | 12/31/23 | $85,000 | $0 | $19,000 | $0 | $0 | $0 | $0 | $104,000 |
12/31/22 | $85,000 | $0 | $9,500 | $0 | $0 | $0 | $0 | $94,500 | |
Michael Landau, CTO (2) | 12/31/23 | $85,000 | $0 | $19,000 | $0 | $0 | $0 | $0 | $104,000 |
12/31/22 | $85,000 | $0 | $9,500 | $0 | $0 | $0 | $0 | $94,500 | |
Lanny R. Lang, CFO (3) | 12/31/23 | $0 | $0 | $70,000 | $0 | $0 | $0 | $48,000 | $175,500 |
12/31/22 | $0 | $0 | $111,500 | $0 | $0 | $0 | $64,000 | $175,500 |
(1)Mr. Horowitz, our CEO, accrues a salary of $85,000, which is unpaid for the years ended December 31, 2023 and 2022. The amount shown as Stock Award is stock-based compensation expense on RSA shares vested during the periods presented.
(2)Mr. Landau, our CTO, accrues a salary of $85,000, which is unpaid for the years ended December 31, 2023 and 2022. The amount shown as Stock Award is stock-based compensation expense on RSA shares vested during the periods presented.
(3)Mr. Lang, our CFO (contracted through Lang Financial Services, Inc.) is paid on a contract basis and is not a W-2 employee. The amount shown as Stock Award is stock-based compensation expense on RSA shares vested during the periods presented.
32
Outstanding Equity Awards at Year End
The following table summarizes the outstanding equity awards held by each named executive officer as of July 10, 2024, the date of this Report:
|
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have not Vested (#) |
Market Value Of Shares Or Units Of Stock That have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($) |
Evan Horowitz, CEO | - | - | - | - | - | - | - | - | - |
Michael Landau, CTO | - | - | - | - | - | - | - | - | - |
Lanny R. Lang, CFO | - | - | - | - | - | - | - | - | - |
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.
33
Resignation, Retirement, Other Termination, or Change in Control Arrangements
We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to its directors or executive officers at, following, or in connection with the resignation, retirement or other termination of the directors or executive officers, or a change in control or a change in the directors’ or executive officers’ responsibilities following a change in control.
Director Compensation
The following table sets forth for each director, certain information concerning their compensation for the year ended December 31, 2023.
|
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualifited Deferred Compensation Earnings ($) |
All other Compensation ($) |
Total ($) |
|
|
|
|
|
|
|
|
Evan Horowitz | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Michael Landau | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Scott Bostick (1) | $0 | $14,250 | $0 | $0 | $0 | $0 | $14,250 |
Lelie Katz (2) | $0 | $5,000 | $0 | $0 | $0 | $0 | $5,000 |
(1)Scott Bostick resigned as a director on October 13, 2023. Mr. Bostick stated that his resignation is not due to any disagreements in accounting policies or procedures or conflicts with the management.
(2)Leslie Katz was named a director on October 13, 2023. The Board granted RSAs under the 2021 OIP of 200,000 shares of common stock to Mr. Katz. The RSA shares vest 100,000 shares on December 31, 2023 and 12,500 shares over each of the following eight fiscal quarters through December 31, 2025.
We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control or a change in a named executive officer’s responsibility following a change in control.
34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth, as of July 10, 2024 certain information concerning the beneficial ownership of the Company’s capital stock by:
·each stockholder known by the Company to own beneficially 5% or more of any class of its outstanding stock;
·each director;
·each named executive officer;
·all of the Company’s executive officers and directors as a group; and \
·each person, or group of affiliated persons, who is known by the Company to beneficially own more than 5% of any class of its outstanding stock.
As of December 31, 2023, the Company had authorized 295,000,000 shares of common stock, par value $0.0001, of which there were 17,325,950 shares of common stock outstanding. As of July 10, 2024, there were 17,728,450 shares of common stock outstanding.
Beneficial ownership is as follows as of July 10, 2024:
Name of Beneficial Owner |
Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) |
Percentage of Class (2) |
|
|
|
|
Evan Horowitz, CEO and Director (3) | 548 Market Street, Suite 90355 San Francisco, CA 94104 | 3,739,272 | 21.45% |
|
|
|
|
Michael Landau, CTO and Director (3) | 548 Market Street, Suite 90355 San Francisco, CA 94104 | 3,739,272 | 21.45% |
|
|
|
|
Leslie Katz, Director (4) | 548 Market Street, Suite 90355 San Francisco, CA 94104 | 137,500 | 0.79% |
|
|
|
|
Lanny R. Lang, CFO (5) | 548 Market Street, Suite 90355 San Francisco, CA 94104 | 526,964 | 3.02% |
|
|
|
|
Executive Officers and Directors as a Group (4 Person) |
| 8,143,008 | 46.62% |
(1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the Company’s common stock. Except as otherwise noted, the Company believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of its common stock beneficially owned by them, subject to community property laws, where applicable.
(2)Shares of common stock underlying options, warrants, restricted stock awards, or notes currently exercisable or convertible or exercisable within 60 days of July 10, 2024 are considered outstanding and
35
beneficially owned by the person holding such securities for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.
(3)Shares and percentages include 3,539,275 shares owned and 200,000 vested shares of common stock issued pursuant to an RSA Award under the Company’s 2022 OIP.
(4)Shares and percentages include 137,500 vested shares of common stock issued pursuant to an RSA Award under the Company’s 2022 OIP. Excludes 62,500 shares of common stock which are subject to future vesting.
(5)Shares and percentages include 51,694 shares owned by Lang Financial Services, Inc. and 475,000 vested shares of common stock issued pursuant to an RSA Award under the Company’s 2022 OIP. Excludes 25,000 shares of common stock which are subject to future vesting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
As set out below, as of December 31, 2023, there have been no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the total assets at year-end for the last two completed years, and in which any of the following persons had or will have a direct or indirect material interest: any director or executive officer of the Company; any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; any promoters and control persons; and any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.
Cash advances are provided by our officers for operating expenses and direct payment of Company expenses. During the year ended December 31, 2023, Company officers made cash advances of $10,761 and were repaid $26,685. During the year ended December 31, 2022, Company officers were repaid $113,309. The cash advances are non-interest bearing and are unsecured. Company officers own approximately 43.2% of the Company as of December 31, 2023. We have agreed to indemnify Company officers for certain events or occurrences arising as a result of the officer or director serving in such capacity.
Review, Approval, and Ratification of Transactions with Related Persons
We follow ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. When and if the Company contemplates entering into a transaction in which any executive officer, director, nominee, or any family member of the foregoing would have a direct or indirect interest, regardless of the amount involved, the terms of such transaction are presented to the board of directors (other than any interested director, if possible) for approval and documented in the corporate minutes.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have a board of directors comprised of a majority of “Independent Directors.” Currently, the board of directors has one independent director, Scott Bostick, within the definition of independence provided in the Marketplace Rules of The NASDAQ Stock Market.
36
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit and Accounting Fees
Below is the aggregate amount of fees billed for professional services rendered by Mac Accounting Group & CPAs, LLP, our independent registered public accounting firm, with respect to the years ended December 31, 2023 and 2022.
|
| December 31, | ||||
|
| 2023 |
| 2022 | ||
|
|
|
|
|
|
|
Audit fees |
| $ | 32,500 |
| $ | 31,500 |
Audit-related fees |
|
| - |
|
| - |
Tax fees |
|
| - |
|
| - |
All other fees |
|
| - |
|
| - |
Total fees |
| $ | 32,500 |
| $ | 31,500 |
Pre-Approval Policies and Procedures
Currently, we do not have a separately designed Audit Committee. Instead, the entire board of directors performs those functions. Accordingly, the board of directors was responsible for pre-approving all services provided by MAC Accounting Group & CPAs, LLP. The above fees were reviewed and approved by the board of directors.
37
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a) Financial Statements
1. The Company’s financial statements are listed in the index under Item 8 of this document; and
2.All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b) Exhibits required by Item 601 of Regulation S-K.
*Filed herewith.
ITEM 16. FORM 10–K SUMMARY.
None
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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 10, 2024.
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 |
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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 Form 10-K for Farmhouse, Inc. for the year ended December 31, 2023;
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 10, 2024 |
| 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 Form 10-K for Farmhouse, Inc. for the year ended December 31, 2023;
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 10, 2024 |
| By: | /s/ Lanny R. Lang |
|
| LANNY R. LANG | |
|
| Chief Financial Officer, Chief Accounting 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 Annual Report on Form 10-K of Farmhouse, Inc. for years ended December 31, 2023 and 2022, 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 Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Farmhouse, Inc.
Farmhouse, Inc.
Date: July 10, 2024 |
| By: | /s/ Evan Horowitz |
|
| EVAN HOROWITZ | |
|
| Chief Executive Officer, Director | |
|
| (Principal Executive Officer) | |
|
|
|
|
|
|
|
|
Date: July 10, 2024 |
| 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.