Farmhouse, Inc 10-Q for FY2025 Q3
Farmhouse, Inc. /Nv (FMHS)
About this 10-Q
Farmhouse, Inc filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $110.97K
- compared with a net loss of $107.19K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended: | |
or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from: _____________ to _____________ | |
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FARMHOUSE, INC.
(Exact name of registrant as specified in its charter)
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NEVADA ( | ||
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] |
| Accelerated filer [ ] |
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| Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),
The number of shares of the issuer’s Common Stock outstanding as of November 13, 2025 is
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the nine months ended September 30, 2025 (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. Although we believe our expectations are reasonable, we cannot guarantee future results. Except as required by law, we undertake no obligation to update any forward-looking statements.
CERTAIN TERMS USED IN THIS REPORT
Unless otherwise indicated, references to “we,” “us,” “our,” the “Registrant,” the “Company,” or “Farmhouse” refer to Farmhouse, Inc.
FARMHOUSE, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
September 30, 2025
INDEX
PART I – FINANCIAL INFORMATION |
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Item 1. | Interim condensed consolidated financial statements | 5 |
Item 2. | Management’s Discussion and Analysis of Financial Condition | 23 |
| and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 27 |
Item 4. | Controls and Procedures | 28 |
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Part II – Other Information |
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Item 1. | Legal Proceedings | 28 |
Item 1A. | Risk Factors | 28 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 |
Item 3. | Defaults Upon Senior Securities | 29 |
Item 4. | Mine Safety Disclosures | 29 |
Item 5. | Other Information | 29 |
Item 6. | Exhibits | 29 |
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Signature | 30 | |
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Certifications |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSENSED CONSOLIDATED BALANCE SHEETS | |||||
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| September 30, |
| December 31, | ||
2025 |
| 2024 | |||
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ASSETS |
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Current assets: |
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Cash | $ | |
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Prepaid expenses |
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Total current assets |
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Deposit on Investment |
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Total assets | $ | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable | $ | |
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Accrued legal fees |
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Accrued payroll and payroll taxes |
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Accrued liabilities |
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Accrued interest payable |
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Convertible notes payable, in default |
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Notes payable, in default |
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Due to related parties, $4,500 in default |
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Total current liabilities |
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Long-term liabilities: |
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Convertible notes payable, long-term |
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Convertible notes payable to related party, long-term |
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Total long-term liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ deficit: |
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Preferred stock; $ |
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Common stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ | |
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The accompanying notes are an integral part of these condensed consolidated financial statements
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FARMHOUSE, INC. AND SUBSIDIARY | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||
(unaudited) | |||||||||||
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| For the three months ended September 30, |
| For the nine months ended September 30, | ||||||||
2025 |
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REVENUES |
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Revenues | $ | |
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Costs of revenues |
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Gross margin |
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OPERATING EXPENSES |
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General and administrative |
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Professional fees |
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Total operating expenses |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE): |
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Gain on extinguishment of debt |
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Interest expense |
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Total other income (expense) |
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NET LOSS | $ | ( |
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BASIC AND DILUTED NET LOSS | $ | ( |
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BASIC AND DILUTED WEIGHTED |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||||||||
6
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | |||||||||||||
For the nine months ended September 30, 2025 | |||||||||||||
(unaudited) | |||||||||||||
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Shares |
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Balance at December 31, 2024 | |
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Stock-based compensation on RSA's vested | |
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Net income | |
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Balance at March 31, 2025 | |
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Stock-based compensation on RSA's vested | |
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Net loss | |
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Balance at June 30, 2025 | |
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Restricted Stock Award | |
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Stock-based compensation on RSA's vested | |
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Net loss | |
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Balance at September 30, 2025 |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||||||||||
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CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT | ||||||||||||||
For the nine months ended September 30, 2024 | ||||||||||||||
(unaudited) | ||||||||||||||
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Shares |
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Balance at December 31, 2023 | |
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Stock-based compensation on RSA's vested | |
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Net loss | |
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Balance at March 31, 2024 | |
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Common stock sold for cash | |
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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 June 30, 2024 | |
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Common stock issued for Restricted | |
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Deposit on Investment | |
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Stock-based compensation on RSA's vested | |
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Net loss | |
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Balance at September 30, 2024 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements | ||||||||||||||
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FARMHOUSE, INC. AND SUBSIDIARY | |||||
CONSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
(unaudited) | |||||
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) | $ | ( |
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Adjustments to reconcile net income (loss) to net cash |
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Gain on extinguishment of debt |
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Stock-based compensation on RSA's vested |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Accounts payable |
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Accrued legal fees |
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Accrued payroll and payroll taxes |
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Accrued liabilities |
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Accrued liabilities related party |
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Accrued interest payable |
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Accrued interest payable related party |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock |
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Proceeds from borrowings on note payable |
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Proceeds from borrowings on note payable |
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Proceeds from issuance of convertible notes payable |
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Proceeds from issuance of convertible notes payable - related party |
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Proceeds from related party loans and advances |
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Repayment of related party loans and advances |
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Net cash provided by financing activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD | $ | |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW |
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Interest paid | $ | |
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Income taxes | $ | |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Accounts payable exchanged for convertible note payable | $ | |
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Accrued legal fees exchanged for convertible note payable | $ | |
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Accrued liabilities exchanged for convertible note payable | $ | |
| $ | |
Note payable exchanged for convertible note payable | $ | |
| $ | |
Accrued interest exchanged for convertible note payable | $ | |
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Repayment of related party short-term advances with credit card | $ | |
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Deposit on investment | $ | |
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The accompanying notes are an integral part of these condensed consolidated financial statements | |||||
9
FARMHOUSE, INC. AND SUBSIDIARIES
NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
Farmhouse, Inc. (the “Company”) was incorporated in the State of Nevada and is engaged in technology development and brand management activities. The Company operates through its wholly owned subsidiaries, including Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury, LLC, and holds a portfolio of intellectual property assets consisting primarily of internet domain names and trademarks. The Company’s current strategic focus is to identify and complete acquisitions that enhance long-term shareholder value and to reposition the Company toward opportunities in the digital asset and blockchain sectors.
Share Exchange Agreement with Thrown, LLC
On September 10, 2024, the Company entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Thrown is a beverage company and its initial product is Good Game by T-Pain, a nootropic esports beverage packaged in 2-ounce servings. Under the SEA, the Company will acquire all the membership interests of Thrown in exchange for 5,130,000 newly issued shares of common stock. As of the date of this report, the transaction has not closed, and discussions with Thrown management are ongoing. See Note 3.
Proposed Acquisition of Ledgewood Holdings, LLC
On June 9, 2025, the Company entered into a non-binding term sheet with Ledgewood Holdings, LLC (“Ledgewood”), a multi-unit franchise operator with approximately $31 million in trailing twelve-month revenue. The term sheet contemplated the acquisition of Ledgewood by the Company through the issuance of up to 31,000,000 shares of the Company’s common stock. The term sheet was non-binding and subject to the execution of definitive agreements.
In October 2025, following a review of the Company’s strategic priorities, the Board of Directors determined not to pursue the proposed acquisition in order to focus management and resources on the Company’s developing Digital Asset Treasury (“DAT”) business initiatives. As a result, discussions with Ledgewood have been discontinued, and the Company does not anticipate proceeding with a transaction under the June 9, 2025 term sheet.
Formation of Farmhouse Treasury LLC (“FT”) and Digital Asset Treasury Initiative
On September 19, 2025, the Company organized Farmhouse Treasury LLC, a wholly owned Nevada limited-liability company (“FT”), to pursue the Company’s DAT business initiative. FT was formed under the laws of the State of Nevada and is a manager-managed entity with the CEO and CTO serving as Managers and the Company as the sole Member.
FT was established to develop and oversee the Company’s digital asset strategy, including the management of treasury operations, custody solutions, and capital allocation in digital assets such as Bitcoin and Ethereum. This initiative is intended to position the Company to participate in the emerging digital asset market while implementing robust governance, reporting, and compliance controls consistent with public-company standards.
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FT will operate as a wholly owned subsidiary and will be consolidated in the Company’s financial statements. At formation, no capital was contributed and no digital assets were acquired. Accordingly, there was no immediate impact on the Company’s consolidated financial position or results of operations for the three and nine months ended September 30, 2025. The Company expects that future activity within FT may include the purchase and custody of digital assets to support its treasury management objectives.
Potential Crypto Treasury Strategy
In addition to pursuing strategic acquisitions such as those previously disclosed with Thrown, LLC, management continues to evaluate potential treasury and capital management strategies involving digital assets, including Bitcoin. Discussions with Ledgewood Holdings, LLC have been terminated, and no further obligations or negotiations remain outstanding.
The formation of FT (discussed previously) provides a dedicated vehicle to explore, structure, and, if appropriate, implement such digital asset initiatives under a controlled and transparent framework. FT has engaged in preliminary discussions with multiple parties, including cryptocurrency financing and investment platforms, regarding possible structures to implement such a strategy. These discussions remain exploratory in nature, and no binding agreements or definitive plans have been reached. There can be no assurance that any such strategy will be pursued or implemented, or that it will generate the anticipated benefits.
Going Concern and Management Plans
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2025, the Company incurred a loss from operations of $
Management intends to address this uncertainty through continued financing from officer loans, third-party borrowings, and equity sales. While no assurance can be given, management believes these sources will provide sufficient liquidity to support operations in the near term.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s unaudited interim condensed consolidated financial statements. These accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) in the United States and have been consistently applied in the preparation of these unaudited interim condensed consolidated financial statements.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as issued by the Financial Accounting Standards Board (“FASB”), and the rules of the SEC applicable to interim financial reporting. They do not include all of the information and footnotes required for complete annual financial statements and should be read in conjunction with the
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Company’s 2024 Form 10-K. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. References to the “ASC” refer to the Accounting Standards Codification established by FASB.
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury, LLC. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Significant estimates include, but are not limited to, the valuation of convertible debt and stock-based compensation, deferred tax assets and associated valuation allowances, and fair value measurements. Actual results could differ materially from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash held in checking and savings accounts and highly liquid investments with original maturities of nine months or less at the time of purchase. The Company had no cash equivalents as of September 30, 2025 or December 31, 2024.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurements, for assets and liabilities measured at fair value on a recurring or nonrecurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants. The three-tier hierarchy prioritizes inputs used in valuation techniques: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs). The Company’s financial instruments, including cash, accounts payable, and notes payable, are recorded at cost, which approximates fair value due to their short-term maturities.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, by evaluating contracts under the five-step model: (1) identify the contract, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue as performance obligations are satisfied.
The Company generated no revenue for the nine months ended September 30, 2025. In prior periods, the Company generated immaterial revenue from license fees under NFT licensing agreements. The Company’s performance obligation was met when the licensee was granted access to the NFTs. As discussed in Note 1, the Company does not expect to generate future
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revenue from these agreements.
Related Party Transactions
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Transactions with related parties are identified and evaluated for appropriate disclosure and accounting. See Note 6.
Commitments and Contingencies
The Company evaluates commitments and contingencies in accordance with ASC 450, Contingencies. Liabilities are accrued when the loss is probable and reasonably estimable. Legal costs are expensed as incurred. See Note 10.
Segment Reporting
In accordance with ASC 280, Segment Reporting, the Company operates in a single reportable segment. The Chief Financial Officer is the Chief Operating Decision Maker. The CODM reviews financial performance based on consolidated operating results, including revenue, gross profit, and net loss. No disaggregated operating results are regularly reviewed below the consolidated level, and no discrete segment-level information is maintained. To date the Company has generated all revenues from third parties located in the United States and all of the Company’s assets are located in the United States.
Net Income (Loss) per Common Share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share include the effect of potentially dilutive securities such as stock options and convertible instruments but are excluded when the effect would be anti-dilutive. As of September 30, 2025 and 2024 the Company had convertible notes outstanding, however, certain events that would trigger, or allow for, conversion had not yet occurred; therefore as of those dates the Company had no potentially dilutive securities.
Stock-Based Compensation
The Company accounts for stock-based awards in accordance with ASC 718, Compensation – Stock Compensation. Equity awards, including restricted stock awards (“RSAs”), are measured at fair value on the grant date and expensed over the requisite service period. The fair value of RSAs is based on the closing price of the Company’s common stock on the date of grant. Stock option valuation, when applicable, is based on the Black-Scholes option pricing model. See Note 9.
Subsequent Events
The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events. The Company assesses events occurring after the balance sheet date but before the financial statements are issued to determine whether such events should be recognized in the financial statements or disclosed in the notes. See Note 11.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
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Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this standard. The Company has also evaluated all other recently issued accounting pronouncements and does not expect any to have a material impact on its unaudited interim condensed consolidated financial statements or related disclosures.
NOTE 3 – DEPOSIT ON INVESTMENT
As discussed in Note 1, the Company entered into a Share Exchange Agreement with Thrown, LLC and its members for a proposed acquisition of all membership interests of Thrown, a beverage company whose initial product is Good Game by T-Pain, a nootropic functional esports beverage. Pursuant to the SEA, the Company issued
Because the closing conditions had not been satisfied as of September 30, 2025, control of Thrown had not transferred under ASC 805. Therefore, the Company recorded the fair value of the shares issued as a Deposit for Investment. This deposit represents an advance made in anticipation of completing the acquisition. As of the date of this report, the transaction had not closed and discussions with Thrown management regarding closing conditions remain ongoing. If the transaction does not close, the shares will be treated as a break-up fee and charged to expense.
NOTE 4 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT
Convertible notes payable is comprised of a promissory note issued to an unrelated individual with a principal amount of $
Interest expense related to the convertible note was $
14
NOTE 5 – NOTES PAYABLE
Notes payable is comprised of the following:
| September 30, 2025 |
| December 31, 2024 | ||
Loan agreement with an unaffiliated individual, interest at | $ |
| $ | ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Total Notes Payable | $ |
| $ | ||
(1)Note payable converted into a Series 2025 Note. See Note 7.
In 2021, the Company entered into a loan agreement with an unaffiliated individual (the “Lender”) for borrowings up to $75,000 and received a first advance of $
Except for the $50,000 note discussed in the paragraph above, each of the notes to unaffiliated individuals bear interest at the stated annual rate, calculated based on the actual number of days elapsed over a 365-day year. All notes are unsecured and provide for acceleration of payment upon the occurrence of customary events of default, including non-payment, insolvency, bankruptcy, or a change of control of the Company. The notes have not been registered under the Securities Act of 1933, as amended, and the holders have represented that they are acquiring the notes for investment purposes only and not with a view to distribution.
On March 31, 2025, two notes in the principal amounts of $
Interest expense on notes payable was $
15
NOTE 6 – DUE TO RELATED PARTIES
Due to related parties is comprised of the following:
September 30, 2025 |
| December 31, 2024 | |||
Loans from Company officers | $ |
| $ | ||
Accrued liability to contracted CFO |
|
|
| ||
Note Payable to Officer, in default |
|
|
| ||
Accrued interest on related party notes |
|
|
| ||
Total due to related parties – current |
|
|
| ||
|
|
|
|
|
|
Convertible note payable to related party – long term (see Note 7) |
|
|
| ||
Total due to related parties – long-term |
|
|
| ||
Total due to related parties | $ |
| $ | ||
As of September 30, 2025 and December 31, 2024, loans from Company officers totaled $
The Company’s Chief Financial Officer is engaged under a consulting arrangement and is not a W-2 employee. The Company recognized $
On August 12, 2024, the Company entered into an unsecured promissory note with the Company’s Chief Executive Officer in the principal amount of $
On April 18, 2025, the Company issued a Series 2025 Note, as described in Note 7, for $
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a related party transaction but was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis.
Interest expense on this note was $
NOTE 7 – CONVERTIBLE NOTES PAYABLE – LONG-TERM
Convertible notes payable – long-term is comprised of the following:
| September 30, 2025 |
| December 31, 2024 | ||
Series 2023 Notes |
|
|
|
|
|
Note payable to unaffiliated individual, interest at | $ |
| $ | ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Series 2025 Notes |
|
|
|
| - |
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Note payable to unaffiliated individual, interest at |
|
|
| ||
Total Convertible Notes Payable – Long-term | $ |
| $ | ||
17
The Series 2023 Notes
In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”), to fund Web3 product development activities as well as sales, marketing, and administrative expenses. The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert into shares of common stock at a conversion price equal to 75.8% of: (i) the closing price of the Company’s common stock on the tenth trading day for a Market Forced Conversion, or (ii) the offering price of the Company’s common stock for an Offering Forced Conversion.
The number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events. Assuming the Series 2023 Notes are not mandatorily converted as discussed above, maturity will be in the fiscal year ended December 31, 2026.
Interest expense related to the Series 2023 Notes was $
The Series 2025 Notes
For the nine months ended September 30, 2025, the Company raised additional funding under the aforementioned offering. These new notes are designated as Series 2025 10% Mandatorily Convertible Notes (the “Series 2025 Notes”). The Series 2025 Notes are identical in all respects to the Series 2023 Notes except they convert at 50% of the offering price, or if the Company’s common stock trades at or above $1.00 per share ($0.50 per share for the March 18 Note) for ten consecutive trading days, in which case they convert at 50% of the closing price on the tenth day. Proceeds from the Series 2025 Notes are being used for general corporate purposes.
On March 18, 2025, the Company issued a Series 2025 Note in the principal amount of $
On April 25, 2025, the Board approved the exchange of certain outstanding liabilities into Series 2025 Notes, effective as of March 31, 2025. These include the following:
·A promissory note with a principal and accrued interest balance of $6,205, was exchanged for a new Series 2025 Note in the face amount of $
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·Outstanding accrued legal fees and finance charges totaling $424,930 were exchanged for a new Series 2025 Note in the face amount of $
·An outstanding and overdue accounts payable of $
·A promissory note with a principal balance of $11,667 and accrued interest balance of $1,733, was exchanged for a new Series 2025 Note in the face amount of $
The following Series 2025 Notes were issued for cash during the nine months ended September 30, 2025
·$
·$
·$
·$
·$
·$
Interest expense related to the Series 2025 Notes was $
NOTE 8 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue
As of September 30, 2025, the Company had not reserved any shares of common stock for future issuance. While the Company is required to reserve shares to satisfy potential conversions of its outstanding convertible note payable (see Note 4) and Series 2023 and Series 2025 Notes (see Note 8), those instruments were not convertible as of September 30, 2025. The number of shares issuable upon conversion is not currently determinable and will depend on future events, including pricing triggers specified in the respective agreements.
Common stock transactions for the nine months ended September 30, 2025 were as follows:
·On July 16, 2025, the Board granted an RSA of
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As a result of this issuance, the Company had
Common stock transactions for the nine months ended September 30, 2024 were as follows:
·On May 17, 2024, the Board granted RSAs totaling
·On May 28, 2024, the Company issued
·On September 6, 2024, the Board granted an RSA of
·On July 6, 2024, the Company issued
As a result of this issuance, the Company had
NOTE 9 – STOCK-BASED COMPENSATION AND RESTRICTED STOCK AWARDS
In May 2021, the Board of Directors approved the Farmhouse, Inc. 2021 Omnibus Incentive Plan (“2021 OIP”), permitting the issuance of up to 3,000,000 shares of common stock through awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards, and cash-based awards. The 2021 OIP was ratified by stockholders holding a majority of the Company’s outstanding shares.
Stock Options
Options granted under the 2021 OIP may be either incentive stock options, as defined by Section 422 of the Internal Revenue Code, or nonqualified stock options. The exercise price of options must not be less than 100% of the fair market value of the Company’s common stock on the date of grant (110% for holders of more than 10% of the voting stock). Options become exercisable as determined by the Board of Directors and expire no later than ten years from the date of grant (five years for optionees owning more than 10% of voting stock).
No stock options or other equity instruments were granted during the periods presented.
Restricted Stock Awards (“RSA”)
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, recognizing expense based on the grant-date fair value of awards over the requisite service period. All awards were in the form of RSAs granted under the 2021 OIP. RSAs are issued at fair market value on the grant date and typically vest in monthly or quarterly installments, subject to continued service. Stock-based compensation for RSAs is recognized on a straight-line basis over the vesting period.
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The following table summarizes RSA activity for the periods presented:
| Number of RSAs |
| Weighted Average Grant Date Fair Value | ||
Balance as of January 1, 2025 |
|
| $ | ||
Awarded |
|
| $ | ||
Vested |
|
| $ | ||
Forfeited |
| - |
| $ | - |
Balance as of September 30, 2025 |
|
| $ | ||
On July 16, 2025, the Board granted an RSA of
Stock-based compensation expense was $
NOTE 10 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in legal proceedings, claims, or regulatory matters. Management evaluates potential liabilities in consultation with legal counsel and currently does not believe that any existing matters will have a material adverse effect on its financial position or results of operations. The Company also has indemnification agreements with its officers and directors that provide for uncapped indemnity, although the Company believes the likelihood of material payments is remote.
NOTE 11 – SUBSEQUENT EVENTS
As of the date of this report, there were no subsequent events requiring adjustment or additional disclosure in the consolidated financial statements, except as noted below or disclosed elsewhere herein.
Series 2025 Notes
As discussed in Note 7, the Company authorized the issuance of new Series 2025 Notes under its existing Convertible Promissory Note Offering. Subsequent to September 30, 2025, the Company issued a $10,000 Series 2025 Note to an unrelated individual investor.
GHS Equity Financing Agreement
On November 4, 2025, the Company entered into an Equity Financing Agreement with GHS Investments LLC, a Nevada limited liability company (“GHS”), providing the Company with an equity line of credit of up to $20.0 million over a 24-month term following the effective date of a
21
registration statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) (the “GHS Agreement”).
Under the GHS Agreement, and subject to the effectiveness of a registration statement on Form S-1 (the “S-1”), the Company may, from time to time at its discretion, deliver Put Notices directing GHS to purchase shares of the Company’s common stock for aggregate gross proceeds not to exceed the $20.0 million commitment. Each individual draw (“Put”) may range from $10,000 to $500,000 and may not exceed 200% of the average daily trading dollar volume for the ten (10) trading days preceding the Put Notice Date. A minimum of 10 trading days must elapse between successive Puts, and GHS’s ownership may not exceed 4.99% of the Company’s outstanding common shares at any time.
The purchase price for each Put will equal the lower of (i) 95% of the lowest VWAP during the five-day pricing period following delivery of a Put Notice or (ii) 100% of the lowest intraday trading price during that same period. Settlement occurs on the trading day immediately following the pricing period, at which time GHS wires funds to the Company’s designated account, net of clearing fees (not to exceed 3%).
In connection with the execution of the Agreement, the Company issued to GHS 500,000 restricted shares of common stock as Commitment Shares, representing an equity incentive earned upon issuance. The Commitment Shares will be included for resale in the S-1 to be filed with the SEC. The Company also agreed to deposit $10,000 with GHS’s legal counsel at the first closing to offset transaction costs.
The GHS Agreement will terminate upon the earlier of (i) the aggregate purchase of $20.0 million in common stock, or (ii) the passage of twenty-four (24) months from execution. Either party may suspend or terminate the Agreement upon customary events of default, including trading suspension, registration lapse, insolvency, or material breach.
The Company expects to use proceeds from future equity draws, if any, for general working capital and strategic initiatives. No funds had been drawn under the facility as of the date these financial statements were issued.
New Convertible Note Financing
On November 7, 2025, the Company entered into a Convertible Promissory Note (the “Note”) with a private accredited investor for gross proceeds of $50,000. The Note carries a 10% original issue discount, resulting in a principal balance of $55,555, bears interest at 15% per annum, and matures 10 months from the issuance date. The Note is unsecured and is convertible, at the election of the investor beginning 180 days after issuance, into shares of the Company’s common stock at a conversion price equal to 75% of the 20-day volume-weighted average price, but not less than $0.15 per share.
In connection with the financing, the Company issued 100,000 shares of its common stock to the investor as additional consideration. The shares were issued upon funding and are fully earned and not subject to future performance conditions.
The Company has the right to prepay the Note at 110% of outstanding principal and accrued interest if repaid within 180 days of issuance, or 120% thereafter. In the event of a change of control prior to maturity, the Note becomes immediately due at 120% of the outstanding balance unless the investor elects to convert.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these forward-looking statements due to various factors described in our Form 10-K and other filings with the Securities and Exchange Commission.
Overview
We are a Nevada corporation engaged in technology development and brand management activities. We operate through our wholly owned subsidiaries, including Farmhouse Washington, Farmhouse DTLA, Inc., and Farmhouse Treasury, LLC, and hold a portfolio of intellectual property assets consisting primarily of internet domain names and trademarks. Our current strategic focus is to identify and complete acquisitions that enhance long-term shareholder value and to reposition the Company toward opportunities in the digital asset and blockchain sectors.
Share Exchange Agreement with Thrown, LLC
On September 10, 2024, we entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Thrown is a beverage company whose initial product, Good Game by T-Pain, is a nootropic esports beverage sold in 2-ounce servings.
As of the date of this report, the transaction has not closed, and discussions with Thrown management are ongoing. We continue to evaluate the commercial prospects of the Thrown brand relative to other strategic priorities.
Proposed Acquisition of Ledgewood Holdings, LLC
On June 9, 2025, we entered into a non-binding term sheet with Ledgewood Holdings, LLC (“Ledgewood”), a multi-unit franchise operator generating approximately $31 million in trailing twelve-month revenue. The term sheet contemplated an acquisition of Ledgewood through the issuance of up to 31,000,000 shares of our common stock.
Because the term sheet was non-binding and subject to negotiation of definitive agreements, no binding obligations were created.
In October 2025, after further review, we decided not to pursue the proposed acquisition so that we could focus our resources on the development of our Digital Asset Treasury (“DAT”) business initiative. As a result, discussions with Ledgewood have been discontinued, and we do not expect to proceed with a transaction under the June 9, 2025 term sheet.
Formation of Farmhouse Treasury LLC (“FT”) and Digital Asset Treasury Initiative
On September 19, 2025, we organized Farmhouse Treasury LLC, as a wholly owned Nevada limited liability company (“FT”), to pursue a DAT business initiative. FT was formed under the laws of the State of Nevada and is a manager-managed entity with the CEO and CTO serving as
23
Managers and the Company as the sole Member.
FT was established to develop and oversee our digital asset strategy, including the management of treasury operations, custody solutions, and capital allocation in digital assets such as Bitcoin and Ethereum. This initiative is intended to position us to participate in the emerging digital asset market while implementing robust governance, reporting, and compliance controls consistent with public-company standards.
FT will operate as a wholly owned subsidiary and will be consolidated in our financial statements. At formation, no capital was contributed and no digital assets were acquired. Accordingly, there was no immediate impact on our consolidated financial position or results of operations for the three and nine months ended September 30, 2025. We expect that future activity within FT may include the purchase and custody of digital assets to support its treasury management objectives.
Potential Crypto Treasury Strategy
In addition to evaluating potential strategic acquisitions, such as the previously disclosed Thrown transaction, we are also exploring digital asset and treasury management opportunities. With the termination of discussions with Ledgewood Holdings, our near-term focus is on the development of a structured and transparent framework for potential digital asset participation through Farmhouse Treasury LLC.
We have engaged in preliminary discussions with several counterparties, including digital asset financing and investment platforms, to assess potential structures and risk management approaches. These discussions remain exploratory, and no binding agreements or definitive plans have been reached. There can be no assurance that any such strategy will be implemented or, if implemented, that it will achieve the intended results.
GHS Equity Financing Agreement
On November 4, 2025, we entered into an Equity Financing Agreement with GHS Investments LLC providing an equity line of credit of up to $20.0 million over a 24-month term following the effectiveness of a Form S-1 registration statement. The facility allows the Company, at its discretion, to sell registered shares of common stock to GHS at a price equal to the lower of 95% of the lowest VWAP or 100% of the lowest intraday trading price during a five-day pricing period. Proceeds, if drawn, are expected to support working capital and strategic growth initiatives; no funds had been drawn under the facility as of the date of this report. Refer to Note 11 – Subsequent Events to the condensed consolidated financial statements for additional information regarding this agreement.
Financing Activity
On November 7, 2025, we completed a $50,000 financing through the issuance of a 10-month unsecured Convertible Promissory Note to a private accredited investor. The Note carries a 10% original issue discount (resulting in a face amount of $55,555) and bears interest at 15% per annum. Beginning 180 days after issuance, the investor has the right, but not the obligation, to convert the outstanding balance into shares of common stock at 75% of the 20-day VWAP, subject to a floor of $0.15 per share. In connection with the funding, we also issued 100,000 shares of common stock to the investor as additional consideration. We can prepay the Note at
24
110% of outstanding principal and interest if repaid within 180 days of issuance, or 120% thereafter. Refer to Note 11 – Subsequent Events to the condensed consolidated financial statements for additional information regarding this agreement.
Results of Operations
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024.
Revenue. Revenue for the nine months ended September 30, 2025 was zero, compared to $4,154 in revenues for the same period in 2024, which were generated from license fees under NFT licensing agreements. We do not expect to generate future revenue from these agreements.
Operating Expenses. Total operating expenses for the nine months ended September 30, 2025, were $303,011, compared to $323,736 for the same period in 2024, as shown below.
For the nine months ended September 30, | 2025 |
| 2024 | ||
|
|
|
|
|
|
Accounting and professional fees | $ | 104,994 |
| $ | 104,262 |
Wages and benefits |
| 138,108 |
|
| 157,108 |
Public company related and filing fees |
| 19,305 |
|
| 23,302 |
Other general and administrative expenses |
| 40,604 |
|
| 39,064 |
| $ | 303,011 |
| $ | 323,736 |
Accounting and professional fees were consistent in both nine-month periods. The decrease in wages and benefits was attributable to higher stock-based compensation expense recognized during the nine months ended September 30, 2024, compared to the same period in 2025. Public company and filing fees decreased due to lower EDGAR filing and transfer agent costs in 2025 relative to 2024. Other general and administrative expenses remained stable between the periods.
Gain on Extinguishment of Debt. On March 31, 2025, accrued legal fees and finance charges totaling $424,930 were converted into a new Series 2025 Note in the face amount of $250,000. Accordingly, we recorded a gain on extinguishment of debt of $174,930 for the nine months ended September 30, 2025.
Interest Expense. Interest expense for the nine months ended September 30, 2025 was $46,778 compared to interest expense of $40,927 for the same period in 2024. The increase was due to new borrowings.
Net Loss. Net loss for the nine months ended September 30, 2025, was $174,854, compared to a net loss of $362,383 for the same period in 2024. The gain on extinguishment of debt of $174,935 attributed to the change for the nine months ended September 30, 2025. Additionally, there was reduced stock-based compensation costs during the nine months ended September 30, 2025, as mentioned above.
25
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024.
Revenue. No revenues were generated for the three months ended September 30, 2025 and 2024.
Operating Expenses. Total operating expenses for the three months ended September 30, 2025, were $94,659, compared to $92,824 for the same period in 2024, as shown below.
For the three months ended September 30, | 2025 |
| 2024 | ||
|
|
|
|
|
|
Accounting and professional fees | $ | 27,646 |
| $ | 25,220 |
Wages and benefits |
| 46,036 |
|
| 46,036 |
Public company related and filing fees |
| 7,420 |
|
| 9,239 |
Other general and administrative expenses |
| 13,557 |
|
| 12,329 |
| $ | 94,659 |
| $ | 92,824 |
Accounting and professional fees increased slightly during the three months ended September 30, 2025, compared to the same period in 2024 due to higher stock-based compensation expense in the three months ended September 30, 2025. Wages and benefits is unchanged during the three months ended September 30, 2025 compared to the same period in 2024. Public company and filing fees decreased due to lower EDGAR filing and transfer agent costs in 2025 relative to 2024. Other general and administrative expenses remained stable between the periods.
Interest Expense. Interest expense for the three months ended September 30, 2025 was $16,309 compared to $14,369 for the same period in 2024. The increase was due to new borrowings.
Net Loss. Net loss for the three months ended September 30, 2025, was $110,968, compared to a net loss of $107,193 for the same period in 2024.
Liquidity and Capital Resources
Cash Flow and Working Capital
We had $3,896 and $413 in cash as of September 30, 2025 and December 31, 2024, respectively. Our working capital deficit was $2,046,584 as of September 30, 2025, compared to $2,334,745 as of December 31, 2024. We continue to experience limited access to capital and expect that additional financing will be necessary to fund our operations. Market conditions for microcap companies remain challenging, making it difficult to secure favorable terms. Our history of operating losses and our working capital deficit raise substantial doubt about our ability to continue as a going concern. Although we are actively seeking to obtain additional capital, there can be no assurance that such financing will be available on acceptable terms, or at all.
Cash Flow from Financing Activities
Historically, we have funded our operations through a combination of related party advances, private placements, and debt issuances. During the nine months ended September 30, 2025, we raised $145,000 from the sale of Series 2025 Notes through the following transactions:
·$10,000 issued to an unrelated individual on February 24, 2025
·$35,000 issued to an unrelated individual on March 18 2025 (1)
26
·$25,000 issued to an unrelated individual on April 16, 2025
·$25,000 issued to the spouse of a Company director on April 18, 2025. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis
·$12,500 issued to an unrelated individual on April 21, 2025
·$12,500 issued to an unrelated individual on April 28, 2025
·$10,000 issued to an unrelated individual on June 23, 2025
·$15,000 issued to an unrelated individual on August 15, 2025
(1)On March 18, 2025, we issued a Series 2025 Note in the principal amount of $61,000 to an individual investor. Of this amount, $26,000 represented the conversion of previously accrued liabilities pursuant to a liability conversion agreement executed on the same date. The remaining $35,000 constituted new cash proceeds.
Proceeds are being used for general corporate purposes, including working capital and operational expenses. These financings are not expected to materially change our financial condition. Additional details regarding these transactions are provided in Note 7 to the interim condensed consolidated financial statements under Item 1 of this Report.
We anticipate the need for additional financing to support our operations and strategic initiatives. These circumstances raise substantial doubt about our ability to continue as a going concern, which depends on our ability to raise sufficient capital and ultimately achieve profitability. Management is actively exploring financing alternatives, including equity and debt offerings and potential strategic partnerships. In the absence of additional capital, we may be required to reduce or discontinue operations.
Subsequent Financing Activity
On October 20, 2025, the Company issued a $10,000 Series 2025 Note to an unrelated individual investor.
On November 7, 2025, we completed a $50,000 financing through the issuance of a 10-month unsecured Convertible Promissory Note to a private accredited investor. This capital was raised to support general working capital requirements and strategic initiatives.
Significant Estimates and Assumptions
The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates are based on historical experience, current conditions, and other reasonable factors. Actual results could differ materially from these estimates. We review these estimates and assumptions regularly and update them as new information becomes available.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision of our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our officers concluded that our disclosure controls and procedures were not effective as of that date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the nine months ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness
Our controls and procedures are designed to provide reasonable, not absolute, assurance of achieving their objectives. Because of inherent limitations, no control system can prevent all errors or fraud.
PART II – OTHER INFORMATION
None.
ITEM 1. LEGAL PROCEEDINGS
As of the date of this report, there were no material pending legal proceedings against us.
ITEM 1A. RISK FACTORS
We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
As of September 30, 2025, we were in default under the following promissory notes:
·a $45,000 convertible note issued to an unrelated individual which matured in July 2018.
·a $50,000 loan with an unrelated individual in 2021 which matured in December 2021.
·a $5,000 note issued to an unrelated individual which matured in October 2024.
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·a $5,000 note issued to an unrelated individual which matured in October 2024.
·a $4,500 related party note issued to our Chief Executive Officer which matured on February 12, 2025.
·a $8,400 note issued to GSB Holdings, LLC which matured on March 30, 2025.
These defaults may impact our ability to obtain future financing and could result in potential legal action by noteholders. Reference is made to Notes 4, 5, and 6 to the interim condensed consolidated financial statements included under Item 1 of this Report for additional information.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
None.
ITEM 6.EXHIBITS
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:
Exhibit Number |
|
Description |
|
|
|
31.1 |
| |
|
|
|
31.2 |
| |
|
|
|
32.1 |
| |
|
|
|
* Filed herewith.
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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 November 14, 2025.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
Pursuant to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities and on the dates indicated.
By: | /s/ Evan Horowitz |
| EVAN HOROWITZ |
| Chief Executive Officer, Director |
|
|
By: | /s/ Lanny R. Lang |
| LANNY R. LANG |
| Chief Financial Officer, Chief Accounting Officer |
| (Principal Financial and Accounting Officer) |
|
|
By: | /s/ Michael Landau |
| MICHAEL LANDAU |
| Chief Technology Officer, Treasurer, Director |
|
|
By: | /s/ Leslie Katz |
| LESLIE KATZ |
| Director |
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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 Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| Farmhouse, Inc. | |
|
|
|
|
Date: November 14, 2025 |
| By: | /s/ Evan Horowitz |
|
|
| EVAN HOROWITZ |
|
|
| Chief Executive Officer, Director |
|
|
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Lanny R. Lang, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for Farmhouse, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| Farmhouse, Inc. | |
|
|
|
|
Date: November 14, 2025 |
| By: | /s/ Lanny R. Lang |
|
|
| LANNY R. LANG |
|
|
| Chief Financial Officer, |
|
|
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Chief Executive Officer and Chief Financial Officer of Farmhouse, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Farmhouse, Inc. as of June 30, 2025 and for the six months ended June 30, 2025 and 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Farmhouse, Inc.
| Farmhouse, Inc. | |
|
|
|
|
|
|
Date: November 14, 2025 | By: | /s/ Evan Horowitz |
|
| EVAN HOROWITZ |
|
| Chief Executive Officer, Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: November 14, 2025 | By: | /s/ Lanny R. Lang |
|
| LANNY R. LANG |
|
| Chief Financial Officer, Chief Accounting Officer |
|
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Farmhouse, Inc. and will be retained by Farmhouse, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.