UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 20202021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from    to    

Commission file number: 333-238326

Registrant’s telephone number, including area code (888) 420-6856

Securities registered pursuant to Section 12(b) of the Act: N/A

Securities registered pursuant to section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405

of the Securities Act.

Yes [  ] No [X]

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 [  ] No [X]

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.

Yes [X] No [  ]

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).

Yes [X] No [ ]

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.

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 ☐ No [X]

As of March 31, 2020,2022, 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 $3,905,850$8,265,639 based on the closing price per share (or $0.515)$0.521), of the registrant’s common stock as quoted by the OTC Markets Group Inc.OTCQB market.

At April 30, 2021,22, 2022, the date of this Report, there were 14,980,35415,864,950 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

FARMHOUSE, INC.

TABLE OF CONTENTS

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, 20202021 (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 the Company’sour 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 the Company’sour expectations, involve risks, uncertainties and other factors, some of which are beyond its control, which may cause the Company’sour 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, the Company willwe 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

On June 28, 2013, the Company waswe were incorporated as Somerset Transition Corporation under the Oklahoma General Corporation Act. The Company wasWe were formed to complete a Parent/Subsidiary formation (“Reorganization”) under Section 1088(g) of the Oklahoma Act. Upon completion of the Reorganization, the Companywe became successor issuer to Transnational Financial Network, Inc., which was originally incorporated in California in 1985 as Transnational Financial Corporation.

In September 2013, the Companywe formed Somerset Property, Inc. (“SPI”) as its wholly owned Maryland subsidiary to effect a redomestication into the state of Maryland. The CompanyWe merged with and into SPI pursuant to Articles of Merger filed with the Maryland Department of Assessments and Taxation on October 3, 2013 and with the Oklahoma Secretary of State on October 11, 2013.

October 11, 2013.

On July 18, 2017, the Companywe formed Revival, Inc. (“Revival”) as its wholly owned Nevada subsidiary to effect a redomestication into the state of Nevada. The CompanyWe merged with and into Revival, Inc. pursuant to Articles of Merger filed with the Nevada Secretary of State on July 21, 2017 and with the Maryland Department of Assessments and Taxation on August 14, 2017.

On June 27, 2019, the Companywe filed a Certificate of Amendment to the Articles of Incorporation with the State of Nevada and changed its name from Revival to Farmhouse, Inc to better reflect the Company’sour new business endeavors. On August 6, 2019, FINRA approved theour name change and itsour trading symbol was changed from TLVA to FMHS.

On August 13, 2019, the Companywe consummated an Agreement and Plan of Merger (the “Agreement”) with Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary. On this date, all of the issued and outstanding shares of common stock of Farmhouse Washington were exchanged for shares of common stock of the Company on a one share for one share basis (the “Acquisition”). Upon consummation of 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 assets and liabilities of

Prior to the Acquisition, in August 2017, Farmhouse Washington formed Farmhouse DTLA, Inc. (“DTLA”) in California as a wholly owned subsidiary. On April 8, 2021, DTLA was awarded a 49% equity interest in a Los Angeles based multi-licensed cannabis retail dispensary, grow, manufacturer and distributor called Los Angeles Farmers, Inc. (“LAFI”).

Corporate Overview

We are measured at their pre-combination carrying amountsa leading connection platform in the legal cannabis industry. We connect the industry through multiple divisions including the @420 brand and @420 Twitter, and the assetsWeedClub® Platform. Our @420 brand and liabilities of@420 Twitter serve as trusted, influential properties that enable the Company are accountedto connect, promote and advocate for at fair valuethe industry. These properties leverage the WeedClub® Platform to drive valuable connections that have generated over $50 million in funding for cannabis startups, supplier connections for retail dispensaries, and more.

We will continue to serve as required undera leading cannabis connection platform and branch its well-known brand into the purchase method of accounting under a reverse recapitalization.budding web3 and metaverse. Every company needs Friends in High Places® and our multiple divisions to provide exactly that.

Description of2021 Business Developments

TheIn July 2021, we successfully enforced our subsidiary’s, DTLA, contract rights in a multi-licensed cannabis retail dispensary, grow, manufacturer and distributor in Los Angeles. After four years of litigation, a Final Judgment was filed into the record in the Superior Court of California in the County of Los Angeles for case number BC681251 (the “DLTA Judgment”). See “Farmhouse Divisions” below.

In October 2021, we uplisted from the OTC Pink Sheets to the OTCQB Venture Marketplace and commenced trading under the symbol “FMHS.” This marked a milestone for the Company has developed by being recognized as a fully-reporting cannabis company and increasing its reach to more retail and private investors.

In November 2021, we began exploring potential acquisitions of cannabis companies to expand our physical footprint in the industry. Acquisitions would improve our ability to leverage our WeedClub® Platform and our @420 Twitter handle to connect with consumers.

In December 2021, we launched a Non-Fungible Token (NFT) division dedicated to connecting the metaverse with cannabis brands. As a leader in technology, we established this division to bring NFTs to cannabis brands to create a symbiotic relationship between two fast-growing industries. Our NFT division explores how cannabis brands can connect with the metaverse through NFTs. It is a natural expansion of our brand and bridges the gap between physical cannabis brands and digital assets. Our NFT division is currently investigating initiatives from creating NFTs with artists, launching an NFT project, and developing NFT IP licensing opportunities with cannabis brands.

Farmhouse Divisions

Our @420 brand and Twitter handle (with over 93,000 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.

The WeedClub® Platform” is a premier networking platform with over 5,000 cannabis professionals and is the backbone of the Company. WeedClub® Platform 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.

As discussed above, the DTLA Judgment awarded 49% of LAFI to DTLA. In addition to equity ownership, the DTLA Judgment awarded DTLA a share of any profits of this dispensary from November 2017 to the present and going forward along with accrued interest on those profits and the costs of bringing litigation. The DLTA Judgment also appointed a Monitor, to be supervised by the Arbitrator, to determine how much in past profits and interest DTLA is entitled to be awarded and that DTLA is treated fairly by LAFI on a going forward basis. Between July and December 2021, the Monitor undertook a detailed process to determine the value of the 49% of profits and proceeds from 2017 to the present that DTLA is entitled to, in addition to the 10% prejudgment interest. The Monitor’s report was completed in January 2022. Based on the information in the Monitor’s report, DTLA has requested that the Arbitrator issue an award of back profits and interest and order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. That request is under submission.

Although ownership percentages over 20% would typically be accounted for using the equity method, the Company is accounting for this investment as an investment in equity securities due to the Company not having significant influence over LAFI. The cost of this investment was

expensed during the fiscal year ended December 31, 2017 and, due to uncertainties surrounding the value of LAFI and determining any award of back profits and interest, as well as the pending litigation, no value has been reflected in our consolidated financial statements as of December 31, 2021. See further discussion under Part I, Item 3. Legal Proceedings in this report.

Current and Future Plan of Operations

Farmhouse is built on connection, brand and trust. These three pillars establish the foundation that drives value for our community across all our divisions. Through technology, we leverage these pillars to connect members to value-add products, services, capital, and consumers. Our commitment to developing cannabis-specific technology solutions has established us as a trusted connector in the industry.

As our industry continues to grow, it faces the same problems due to the lack of federal legalization. For many cannabis brands, the lack of federal legalization leads to increased cost of expansion, lack of access to many proven digital marketing channels and lack of access to capital and banking. We addressed these problems by being early movers by creating the WeedClub® Platform and establishing the @420 brand including our @420 Twitter handle with over 93,000 followers.

Over the past year, new technology centered around a decentralized future (web3) has emerged as a potentially more effective solution for all the core problems our industry faces. Decentralization and web3 eliminate the walled gardens created by the platform economy that cannabis companies lack access to due to the lack of federal legalization. Through web3, cannabis brands can connect directly with their consumers, build community and raise capital through new channels to better position themselves for potential federal legalization.

The key feature of this future is NFTs. What started out as simple digital JPEGs has rapidly evolved in the past year into curated collectible art and the digital proof of ownership that unlocks holder-specific value such as community, product and services discounts, and more.

Just as we were early movers when we created the WeedClub® Platform as a professional social network platform to the regulated cannabis industry, which allows its members to digitally network with cannabis industry stakeholders. WeedClub made its debut on August 22, 2014 at the Hempcon convention, held in San Francisco. At that time, Colorado and Washington had legalized marijuana, and the owners of medical dispensaries and related businesses at that convention were beginning to emerge from an underground existence forged by Prohibition, into a new reality of QuickBooks, Customer Relations, and Corporate Governance (albeit still as not-for-profit entities). The members needed assistance with all facets of business: staffing, procurement, branding, banking, distribution, legal and accounting services, business development and fundraising – all challenges that newly emerging, online technology could help to solve.

Vendors at the Hempcon conference were the first to validate the WeedClub social network. One by one they lined up at the booth telling the Company founders, Evan Horowitz and Michael Landau, about their challenges and needs. After signing up hundreds of members, Evan Horowitz and Michael Landau started networking one-on-one with these members to determine; what services they needed; how to provide these services; and how the newly-developed WeedClub platform could deliver these services. In short, WeedClub promoted itself as the professional network for the Cannabis Industry.

From inception, WeedClub was founded on connecting the cannabis industry. The Company developed the social network to provide a secure platform for safe and private communications

and discovery for cannabis professionals seeking to expand their businesses. Building on the success of the social networking platform, WeedClub expanded offerings that continued to foster trust and facilitate a genuine sense of community among its members.

In order to raise awareness and continue connecting the cannabis industry, WeedClub leveraged its Twitter handle, @420. Not only did it serve as a waywe launched our NFT division to connect with industry professionals, it reached thousands of individuals interested in the growing legal cannabis industry. Establishing a strong social media presence drove increased awareness and grew the WeedClub community.

In late 2014, The Company began hosting regularly scheduled events at Runway, a startup incubator and co-working facility based in the Twitter building. These events focused on connecting a specific part of the cannabis community, startups and investors. As the industry continued to grow, promising startups were requesting help connecting with investors. The Company created @420 pitch to address this market need. The success of this event has led to more than 100 startups pitching, greater than $50M in funding raised and over 10 fully funded startups and exits. In response to the COVID-19 pandemic, The Company pivotedbrands directly to a virtual pitch format in March that had over 150 online attendees.community of cannabis and cryptocurrency enthusiasts. The NFT division is an exploration on how we can connect these two similar, rapidly growing industries.

The successNFT division is the first step that allows us to leverage our existing foundation to solve the problems of the social networking platform, in-personour industry through web3 solutions. As we build this new crypto native, cannabis enthusiast community, we will drive brand awareness and online eventsaccess an entirely new demographic of members of our Farmhouse ecosystem. Not only will this provide new opportunities for cannabis brands to engage with us, it will also expand our reach to younger demographics that care about engaging in a more instantaneous and @420 Twitter handle has established The Company as a trust connector in the cannabis industry. Individuals, investors, and businesses come to The Company to connect with the greater cannabis industry and discover products and services that help scale their businesses.genuine way.

AsWe believe our entrance into web3 and NFTs adds a new layer to our current foundation and allows us to leverage what we have built to strengthen our ability to provide technological solutions that address the political landscapecore problems our industry continues to evolve with additional states and countries legalizing medical and/or recreational cannabis use, more people become interested in connecting with the cannabis industry. While these policy changes propel the overall industry forward, cannabis companies still suffer from a lack of acceptance from mainstream service providers of commonly used business tools. This lack of access has led to many promising cannabis companies to settle for low quality services that fail to properly address their needs and stifle their growth. Even as the industry progresses and potential federal legalization, the cannabis industry and mainstream services will need a trusted facilitator to connect them as they start to roll out their products to the cannabis industry.face. We believe we are

Management believes The Company is uniquely positioned to fill this industry need by scaling its commercial presence. The Company hasWe have established a strong brand based on connection through its social networking platform, @420 Twitter handle, and in-person and virtual events. In addition, Evan Horowitz and Michel Landau have over twenty years of experience in technology businesses which allows them to develop and offer solutions to streamline the connection between members and stakeholders within the newly emerging legal cannabis community.

Products and Services

Farmhouse uses the WeedClub platform to offer a yearly membership benefit program that grants access to exclusive offers from established products and services that businesses need such as shipping, legal, insurance and more. In addition to these benefits, the Company offers its own suite of consulting services to members. All services offered by WeedClub address the

common problem for its membership base and overall cannabis industry – connection with the products and services businesses need to grow.

The consulting services offered by WeedClub include analysis of cannabis debt opportunities, strategic connections and introductions, and working with future stakeholders who want to enter the cannabis industry and need evaluations of the cannabis industry and marketing and promotion services by industry experts.

Startups advising services include investor referrals and pitch coaching, branding and naming strategy, go to market strategy, executive and founder training and coaching, recruiting and professional service recommendations.

The marketing services offered by WeedClub allow companies to leverage the @420 Twitter handle to place approved social advertisements for specific cannabis products. These ads generate brand awareness, drive direct-to-consumer traffic to their websites, and increase revenues.

@420 pitch by WeedClub is a cannabis specific event where startups pitch their companies to a panel of tech and cannabis venture capitalists for investment. @420 pitch typically gathers over 100 attendees each event. Attendees include cannabis investors, industry professionals, and journalists. @420 pitch features up to ten cannabis startups that apply to pitch online or reach out directly to the WeedClub team. Startups are selected based on criteria including market traction, team composition, strength of technology and potential to rapidly scale their startup with investment.

The WeedClub Platform

Farmhouse has developed “The WeedClub Platform,” a platform provider to the regulated cannabis industry. Its core product is the WeedClub social network platform, which allows its members to digitally network with cannabis industry stakeholders. The platform offers private communication and discovery for cannabis professionals seeking to expand their businesses. WeedClub is intended to be a professional network for the Cannabis Industry. Additionally, for access to other portals that are for distribution or investor connections. Within the WeedClub network, users can do the following:

·Users can create a profile by selecting a username and setting their password. 

·Users have the ability to engage & message other Users on the Company’s network which permits them to follow other Users’ posts which are displayed on their activity feed. 

·Users have the ability to like, comment and report statuses from other Users.  

·Users have the ability to post pictures and videos. 

·Users have the ability to set their profile to public or private. By setting their profile to public, any member on WeedClub will be able to see the public profile’s posts and follow the account. Public profiles are also visible to anyone on the website regardless of being a member. When a profile is private, another User must request to follow such account and the account owner must grant permission before they can view  

any of the account’s posts.

·Accredited investors can engage & message startup companies for potential investment. Accredited investors must become a WeedClub member and upload the necessary bank statements or other documentation that is reviewed by the WeedClub team before gaining access to the investor portal.  

·Licensed businesses can post and/or discover wholesale products. Similar to accredited investors, businesses must upload its licensure documentation that is then verified by the WeedClub team by checking state databases.  

The Company also has a series of additional portals for each core service area, which include; networking, distribution, investment and news. The Company believes WeedClub will improve connectivity between enterprise cannabis professionals by adding more conventional social networking software and systems. WeedClub intends to offer its members group opportunities, wherein needs are met while advertising and consulting revenues are generated.

WeedClub.com

WeedClub.com is a professional network and platform designed specifically for the cannabis industry. An early version of WeedClub was introduced to the market in August 2014. The WeedClub Platform is open to all cannabis professionals and businesses for connection discovery. Consumers can also register and look for potential ways to start a career in the cannabis industry. Certain areas of The WeedClub Platform require additional vetting to ensure qualifications of those using these sub-portals. The additional vetting requires members to upload the necessary documentation that is then manually reviewed and approved or denied by the WeedClub team.

For growth stage companies and professionals looking to enter the cannabis industry, WeedClub offers the ability to gain new professional connections and visibility without sacrificing trust, safety and compliance concerns that are inherent to servicing an industry that did not exist legally until recently.

WeedClub Investor Portal

After registering as a WeedClub member, accredited investors can apply for access to the investor portal. To gain access, they must upload the necessary income documentation to prove accreditation. Documents are reviewed manually and the WeedClub team approves or denies access to the portal.

Within the portal, investors can view startups that are seeking investment, review documents and communicate with each startup. The portal provides investors with deal flow and an online platform to communicate and learn more about startups.

Revenues

The Company generatesWe generate five types of revenue: subscription fees consisting of membership dues; affiliate advertising from links within the web properties; ticket sales and sponsorships derived

from events; referral fees from strategic business introductions; and consulting fees. Each of the above segments is dependent on leads generated within the Farmhouse ecosystem. Subscription fees were billed based on the types of membership privileges that Members such as being able to communicate privately with dispensary owners and other licensed operators. Affiliate advertising revenue is derived from the placement of web links on WeedClub, @420 Twitter, e-mail and social media primarily. Live events by WeedClub and the @420 pitch by WeedClub, as well as community-building events such as mixers and topical panels, offer the Community unique sponsorship opportunities for signage, tables, and presentations. Sometimes Members require additional help to make professional connections and the Company chargeswe charge a flat-rate consulting fee in these special situations. Details regarding when each revenue stream is recognized are listed below:

(1)Subscription fees. Subscription fees related to the WeedClub portal are received at the time of purchase. The Company’sOur performance obligation is to provide services over a fixed subscription period,period; accordingly, the Company recognizeswe recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. 

(2)Affiliate advertising. Affiliate advertising revenues result from advertising campaigns and are generally multi-month arrangements. The Company’sOur performance obligation is met when the Company runswe run the agreed upon advertisements on its platform, accordingly, the Company recognizeswe recognize revenue ratably over the campaign period and deferred revenue is recorded for the portion of the campaign period subsequent to each reporting date. 

(3)Event Sales. The Company collectsWe collect payment up front for event ticket sales and sponsorships and records these payments as unearned revenue. The Company’sOur performance obligation is met at the time the event takes place,place; accordingly, the Company recognizeswe recognize revenue at the time the event takes place. 

(4)Referral fees. The Company generatesWe generate referral fees when a business transaction is consummated between the Company, as referee, and a potential target company. The CompanyOur performance obligation is met at the time such business transaction is consummated,; accordingly, the Companywe recognize revenue at that point. 

(5)Consulting and Other. The Company generatesWe generate fees to assist presenting companies with request consulting services in connection with their investment deck and presentation scripts. Such consulting fees are recognized as services are performed. 

We expect to generate revenue from the of non-fungible tokens (NFTs) on marketplaces such as OpenSea and will recognize revenue at the time the event takes place.

Revenues generated for the years ended December 31, 20202021 and 20192020 were as follows:

NoThe corresponding costs of revenues associated with affiliate advertising revenues was incurred$8,000 and zero for the years ended December 31, 2021 and 2020, and 2019.respectively.

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 the Company’sour targeted customer base will be comprised of cannabis producers, retailers, consultants and supply chain professionals. The Company hasWe have over 110,000 cannabis industry participants in the WeedClubits 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.WeedClub® Platform.

Customer Service

Through the WeedClub platform, Farmhouse offers customer service. Visitorsour WeedClub® Platform, visitors and members can contact the WeedClub team via a phone number, email or send mail directly to Farmhouse. Visitors and members also have the ability to contact customer service on various social media sites including Twitter, Facebook, LinkedIn and Instagram.

Product Development Strategy

Farmhouse plans onOur product development strategy contemplates running parallel development tracks to simultaneously grow the WeedClub platformWeedClub® Platform and develop potential software and technology that addresses the needs of WeedClub members and the overall cannabis industry. The continued growth of the WeedClub platformWeedClub® Platform will increase the Company’sour potential customer base and allow itus to replicate the same success seen at the start of WeedClub. By speaking with WeedClub members to discuss their current and future problems and needs, the Companywe will be able to develop solutions that

address actual market needs with a present pool of potential early adopters. Platform growth at WeedClub will increase the Company’sour ability to test software and possible blockchain solutions, and to rapidly iterate on product development to effectively discover product market fit.

Marketing

The Company intendsWe 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. WeedClub’sOur primary marketing program will consist of media, networking, live events, partnerships, search engine optimization, and direct sales calls to existing members.

Competition

LinkedIn, AngelList, WomenGrow and MJBizCon are competitors. LinkedIn competes on the same networking, news and advertising platforms as found in WeedClub. While LinkedIn does not specifically target the cannabis niche, it is the largest and most well-known business to business networking company. AngelList provides a similar service as the WeedClub investor portal. Like LinkedIn, AngelList does not cater specifically to the cannabis industry, but cannabis startups and investors currently participate on the platform. WomenGrow and MJBizCon both offer cannabis specific events that compete with the WeedClub @420 pitch. WomenGrow also functions as a live events organization which is similar to WeedClub events. Each of these competitors compete on a specific part of WeedClub, but do not function as a hub like WeedClubthe WeedClub® Platform does. WeedClub providesWe provide all the services as these competitors except WeedClub members have access to each of these services through WeedClub.the WeedClub® Platform. Members do not have to use multiple, separate platforms to access these benefits and services.

Technology

The Company operates itsWe operate our online network supporting systems on servers via the Heroku services platform. The CompanyWe also usesuse 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

The Company is a team composed of experienced industry professionals led by founders Evan Horowitz, Chief Executive Officer and director, Michael Landau, Chief Technology Officer, and Secretary and director, Brian Clark, Senior Engineer, and Alex Quen, Senior Operations Specialist. Lanny Lang joined the Company on February 8, 2021 as Chief Financial Officer. As the team grows and the demand for the platform scales, the Company anticipates new team members joining to accelerate product development, research, and development.

Cannabis Market Growth and Current TrendsIndependent Contractors

The Cole MemoAs of April 22, 2022, 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.

On August 29, 2013, United States Deputy Attorney General James Cole issued the Cole Memo to United States attorneys guiding them to prioritize enforcement of Federal law away from the cannabis industry operating as permitted under certain state laws, so long as:

·Cannabis is not being distributed to minors and dispensaries are not located around schools or public buildings, 

·The proceeds from sales are not going to gangs, cartels, or criminal enterprises, 

·Cannabis grown in states where it is legal are not being diverted to other states, 

·Cannabis-related businesses are not being used as a cover for sales of other illegal drugs or illegal activity, 

·There is not any violence or use of firearms in the cultivation and sale of marijuana, 

·There is strict enforcement of drugged-driving laws and adequate prevention of adverse health consequences; and 

·Cannabis not grown, used, or possessed on Federal properties. 

The Cole Memo was a guide for United States attorneys and did not alter in any way the Department of Justice’s authority to enforce Federal law, including Federal laws relating to cannabis, regardless of state law. As described below, as a result of the issuance of the Sessions Memo, the Company had implemented standard operating procedures and policies to ensure that it was operating in compliance with the Cole Memo. The Company can provide assurance that its actions, were, are or will be in compliance with the Cole Memo, the Sessions Memo or any other laws or regulations that currently exist or may be amended or adopted in the future.

Pursuant to the Company’s currently existing Terms and Conditions:

·Users access to the site is considered accessible to all industry participants worldwide; however, to access certain areas of the platform there may be additional license and other business verifications. 

·Users must be of age to consume cannabis in their particular state (18 or 21 years old, depending on the state). 

·Users may only post content that is in compliance with their state’s laws. 

·Users may not solicit or distribute cannabis through Farmhouse unless they are licensed. 

The Company has implemented an aggressive content and account review program to ensure compliance with its Terms and Conditions. Users have the ability to report any status or account that is in violation of the Company’s Terms and Conditions and encourage Users to do so as any illegal content jeopardizes the network for all Users. A Farmhouse employee reviews reported content as soon as possible and either approves it as in compliance within the Company’s Terms and Conditions or permanently deletes it and bans the User’s account.

The Company’s business plan includes allowing licensed cannabis manufacturers, distributors and other stakeholders to advertise on its network, which the Company believes could be deemed to be aiding and abetting illegal activities, a violation of Federal law. The Company continues to evaluate the effects of the Sessions Memo; however, it cannot provide assurance that the Company was, is or will be in compliance with the Cole Memo, the Sessions Memo or any other laws or regulations.

The Sessions Memo

On January 4, 2018, Attorney General Jefferson B. Sessions, III issued a memo on federal

marijuana enforcement policy announcing a return to the rule of law and the rescission of previous nationwide guidance by the Department of Justice (including, but not limited to, the Cole Memo). In the memorandum, Attorney General Jefferson Sessions directs all U.S. attorneys to enforce the laws enacted by Congress and to follow well established principles when pursuing prosecutions related to marijuana activities. These principles include weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community. The effect of this memo is to shift federal policy from a hands-off approach adopted by the Obama administration to permitting federal prosecutors across the country to determine how to prioritize resources to regulate marijuana possession, distribution and cultivation in states where marijuana use is legal.

While the Company does not directly harvest or distribute cannabis today, it still may be deemed to be violating federal law or aiding and abetting the violation of Federal law and may be irreparably harmed by a change in enforcement by the federal or state governments.

Guidance to Banks Relating to the Marijuana Industry

On February 14, 2014, the Department of Justice and the Department of Treasury issued guidance to banks about how to serve the marijuana industry without running afoul of federal regulations. Prior to such guidance, dispensaries were forced to operate on a cash basis, presenting significant security and accounting issues. Although banks have remained reluctant to work with marijuana businesses because of federal prohibition laws, this guidance was a major step in legitimizing and accepting the cannabis industry on a national level. In addition, the adoption of the Rohrabacher Farr Amendment (as discussed below) indicates some level of support in Congress for medicinal cannabis, even if its actual effect is still undetermined.

For additional information concerning the Cole Memo, the Sessions Memo, the Rohrabacher-Farr Amendment and regulatory conditions, see the section entitled “Business – Government Regulation.”

Current States with Laws Permitting the Medical or Adult Use of Cannabis

Recreational marijuana is regulated in ten states and the District of Columbia and medical marijuana is regulated in 35 states (including Puerto Rico). The states which have enacted such laws are listed below:

The medical use of cannabis is legalized (with a doctor’s recommendation) in 33 states, four out of five permanently inhabited U.S. territories, and the District of Columbia.

Fourteen other states have laws that limit THC content, for the purpose of allowing access to products that are rich in cannabidiol (CBD), a non-psychoactive component of cannabis. 

The recreational use of cannabis is legalized in 11 states (Alaska, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Nevada, Oregon, Vermont, and Washington), the District of Columbia, the Northern Mariana Islands, and Guam. Another 16 states and the U.S. Virgin

Islands have decriminalized.

Public Support for Regulation of Cannabis Increasing

A Quinnipiac poll conducted in February 2017 found that 93% of the American people supported regulating the medicinal use of cannabis, 59% supported regulating the adult-use of cannabis and 71% of Americans were opposed to federal government interference with state marijuana programs. These statistics continue the trend over the past decade toward public support for cannabis. In addition, a November 2019 Pew Research Poll shows 2/3 of Americans support recreational marijuana legalization and around 9 of 10 favor legalization for recreational or medial purposes.

Market Conditions That Could Limit the Company’s Business

Cannabis (other than hemp and its derivatives) is currently a Schedule I controlled substance under Federal law,the Controlled Substances Act (21 U.S.C. § 811) (“CSA”) and as such, there are several factors that could limitis, therefore, illegal under federal law. Even in those states in which the Company’s business operations including, but not limited to:

·The Federal government and many private employers prohibit drug use of any kind, including cannabis even where ithas been legalized pursuant to state law, its use, possession or cultivation remains a violation of federal law. A Schedule I controlled

substance is permissibledefined as one that has no currently accepted medical use in the United States, a lack of safety for use under state law. Random drug screeningsmedical supervision and a high potential enforcement of such employment provisions may significantly reduce the size of the potential cannabis market. 

·Enforcement of Federal law prohibiting cannabis occurs randomly and without notice. This could scare many potential investors away from cannabis-related investments and makes it difficult to make accurate market predictions.  

·On January 4, 2018, thefor abuse. The U.S. Department of Justice issued the Sessions Memo announcing a return to the rule of law and the rescission of previous guidance documents. The Sessions Memo rescinded the Cole Memo. Although there is no guarantee that additional states will pass measures to regulate cannabis use under state law, the Sessions Memo may further deter states from passing such measures. Furthermore, irrespective of the Sessions Memo, in many measures, like in Florida where a state constitutional amendment pertaining to cannabis has been proposed, but requires 60% approval to pass. Changes to the Sessions Memo and in voters’ attitudes and turnout have the potential to slow or stop the cannabis regulation movement and potentially reverse recent cannabis regulation victories. 

·There has been some resistance and negativity as a result of recent cannabis regulation at the state level, especially as it relates to drugged driving. The slack of clearly defined and enforced laws at the state level has the potential to sway public opinion against marijuana regulation; and 

·In the event that the Federal government does not enforce the Federal law prohibiting cannabis, state laws regarding the regulation of cannabis are being challenged through lawsuits. Lawsuits have been brought by private groups and local law enforcement officials. If these lawsuits are successful, state laws permitting cannabis sales may be overturned which will significantly reduce the size of the potential cannabis market and have a material adverse effect on the Company’s business. 

Please see “Government Regulation” below for additional information.

Government Regulation

Marijuana is categorized as a(“DOJ”) defines Schedule I controlled substance bysubstances as “the most dangerous drugs of all the Drug Enforcement Agencydrug 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 thea $50 million fine, even though these persons are in compliance with state law.

The United States Department of Justicefederal 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 grow, possessdistribute and consume underuse. The United States Federal law. However, many states have passed state laws that permit doctors to recommendDrug Administration has not approved the sale of cannabis for medical-useany 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 several of those statesits derivatives, such as CBD that contain less than 0.3% THC.

Currently, forty-seven (47) States and the District of Columbia have enacted laws that regulatelegalizing cannabis and CBD in some form. In November 2016, California, Massachusetts, Maine and Nevada all passed measures legalizing the adult-useadult use of cannabis. California’s Prop. 64 measure allows adults age 21 and older to possess up to one ounce of cannabis for any reason. Because doctors are prohibited from prescribing a Schedule I controlled substance, the passage of a state medical marijuana does not necessarily guarantee the implementation of a regulated, commercial system through which patients can purchase cannabis products. This has created an unpredictable business-environment for dispensaries and collectives that operate under certain state laws butgrow up to six plants in violation of Federal law.

Rohrabacher-Farr Amendment

On December 16, 2014, H.R. 83 - Consolidatedtheir homes. Other tax and Further Continuing Appropriations Act, 2015 was enacted and included a provision known as the “Rohrabacher-Farr Amendment” which states:

“Nonelicensing provisions of the funds made available in this Act to the Department of Justice may be used, with respect to the States of Alaska,law did not take effect until January 2018. In November 2020, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii, Illinois, Iowa, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Hampshire,South Dakota and New Jersey New Mexico, Oregon, Rhode Island, South Carolina, Tennessee, Utah, Vermont, Washington, and Wisconsin, to prevent such States from implementing their own State laws that authorizeall passed measures legalizing the adult use distribution, possession, or cultivation of medical marijuana.”

The Rohrabacher-Farr Amendment would appear to protect the right of the states to determine their own laws on medical cannabis use; however, the actual effects of the amendment are still unclear. The Rohrabacher-Farr Amendment did not remove the federal ban on medical cannabis, and cannabis remains regulated asMississippi and South Dakota passed measures legalizing the medical use of cannabis. In March 2021, New York State passed a Schedule I controlled substance. Further, the United States Departmentlaw to legalize adult use of Justice has interpreted the Rohrabacher-Farr Amendment as only preventing federal action that prevents states from creating and implementing cannabis laws - not against the individuals or businesses that actually carry out cannabis laws – and has continued to sporadically initiate enforcement actions against individuals or businesses participating in the cannabis industry despite such participation being regulated under state law. Whether this interpretation is appropriate is still being litigated, and, while an initial district court decision has not supported the Department of Justice’s interpretation, such decision is currently under appellate review. In addition, no matter what the interpretation is adopted by the courts, there is no question that the Rohrabacher-Farr Amendment does not protect any party not in full compliance with state medicinal cannabis laws.

Additional Government Regulations

The Company is subject to general business regulations and laws as well as Federal and state regulations and laws specifically governing the Internet and e-commerce. These regulations and laws cover among others, sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. Any noncompliance with the foregoing laws and regulations may harm the Company’s business and results of operations.cannabis.

Description of Property

The Company operates out of Runway Innovation Hub, a co-working space for startups thatOur executives and employee work remotely. Our mailing address is housed in the Twitter building at 1355548 Market Street, Suite 488,90355, San Francisco, CA 94103. Runway Innovation Hub94104 and our phone number is a 30,000 square foot space that houses over 60 startups and provides access to dedicated corporate meeting rooms, multiple event spaces, networking opportunities, and mentoring.(888) 420-6856.

@420 Twitter

The Company ownsWe own a very effective and highly visible Twitter social media handle, @420.

Domain names:

The Company owns We also own the following domain names:

·blunt.com 

·coastweed.com 

·coldsunlight.com 

·dewby.com 

·duby.org 

·extract.com 

·farmhouse.tv 

·flexscanner.com 

·gettingbaked.com 

·greatpot.com 

·herbdate.com 

·herbmatch.com 

·ifarmhouse.com 

·jahtube.com 

·localbud.com 

·potsoda.com 

·rosinedibles.com 

·seed2.com 

·seed2.sale 

·sfbud.com 

·sfpot.com 

·superstrains.com 

·tracelogic.com 

·valuepot.com 

·valueweed.com 

·vaporsystem.com 

·vapory.com 

·weed.club 

·weedclub.co 

·weedclub.com 

·weedclub.shop 

·weedclub.site 

·weedclub.tv 

·weedclubinc.com 

·weedclubselect.com 

·weeddate.com 

Trademarks:

The Company ownsWe also own the following Registered Trademarks:

Emerging Growth Company

The Company isWe 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.”) The Company hasWe 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.

The Company qualifiesWe 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.

The Company operates out of Runway Innovation Hub, a co-working space for startups thatOur executives and employee work remotely. Our mailing address is housed in the Twitter building at 1355548 Market Street, Suite 488,90355, San Francisco, CA 94103. Runway Innovation Hub94104 and our phone number is a 30,000 square foot space that houses over 60 startups and provides access to dedicated corporate meeting rooms, multiple event spaces, networking opportunities, and mentoring.(888) 420-6856.

ITEM 3. LEGAL PROCEEDINGS.

The Company isWe are a party to legal proceedings by the Company’sour subsidiary, Farmhouse DTLA.

In August 2017, the Company’sour subsidiary, Farmhouse DTLA Inc. (“DTLA”)DTLA. entered into a Strategic Consulting Agreement (the “SCA”) with Absolute Herbal Pain Solutions, Inc., a medical marijuana growing and retail company based in Los Angeles that now goes by the name Los Angeles Farmers, Inc. (“LAFI”). The SCA provided for DTLA to invest substantial sums of money into LAFI and also to provide management services for LAFI going forward. In exchange, LAFI agreed to provide DTLA with a share in any future profits and a 49% equity stake in LAFI. Following the SCA, in excess of $700,000 was spent by DTLA to stabilize LAFI’s finances and pay critical bills. In addition,

DTLA brought in an outside management company with expertise in running grow and retail operations. Subsequent to DTLA providing funding and management resources to LAFI, DTLA and its management team were locked out of the LAFI facility in late October 2017.

On October 25, 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. On March 27, 2018, the litigation was stayed so that the parties could pursue the claims by way of arbitration at Judicate West. In January 2021,2020, following more than a year of discovery, DTLA entered into a confidential settlement with the Vayntrubs, however, the case continued against LAFI.

In late February 2021, a four-day arbitration hearing was held at Judicate West.

On April 8, 2021, the JudgeArbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI.LAFI (the “DLTA Judgment”). The judgment awardsDLTA Judgment awarded 49% of LAFI to DTLA as of the change of control in November 2017, along with a share of any profits from November 2017 to the present and going forward, accrued interest on those profits, and costs of bringing the litigation. The judgmentDLTA Judgment also appointsappointed a monitor,Monitor, to be supervised by the Judge,Arbitrator, to determine how much in past profits and interest DTLA is entitled to be awarded and that DTLA is treated fairly by LAFI on a going forward basis.

Following the issuance of DTLA Judgment, DTLA filed a motion for reimbursement of costs in the amount of $22,382. No impactobjection was filed by LAFI and on June 1, 2021, the amount was confirmed by the Los Angeles County Superior Court as a Judgment. In July 2021, DTLA received reimbursement costs in the amount of $22,382, which is recorded as other income for the year ended December 31, 2021.

Between July and December 2021, the Monitor undertook a detailed process to determine the value of the 49% of profits and proceeds from 2017 to the present that DTLA is entitled to, in addition to the 10% prejudgment interest. The Monitor’s report was completed in January 2022. Based on the information in the Monitor’s report, DTLA has requested that the Arbitrator issue an award of back profits and interest and order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. That request is under submission.

Although ownership percentages over 20% would typically be accounted for using the equity method, the Company is accounting for this investment as an investment in equity securities due to the Company not having significant influence over LAFI. The cost of this judgementinvestment was expensed during the fiscal year ended December 31, 2017 and, due to uncertainties surrounding the value of LAFI and determining any award of back profits and interest, as well as the pending litigation, no value has been reflected in the accompanying

our consolidated financial statements since the amountas of the judgement has not been determined.  The Company is also reviewing the accounting treatment going forward.December 31, 2021.

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.

The Company’sOur shares of common stock are quoted on the OTC Markets, Pink Tier,OTCQB market under the symbol “FMHS.” The following table shows the reported high and low closing bid prices per share for the Company’sour common stock based on information provided by the OTC Markets. The over-the-counter market quotations set forth for the Company’sour common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

(1)Through April 30,22, 2021, the date of this Report. 

The Company’s Common StockOur common stock is considered a penny stock under rules promulgated by the Securities and Exchange Commission.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 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, 2020, the Company2021, we had 14,855,79215,694,550 shares of common stock issued and outstanding, held by 127134 stockholders of record and approximately 210215 stockholders in street name.

As of April 30, 2021,22, 2022, the date of this Report, the Companywe had 14,980,35415,864,950 shares of common stock issued and outstanding, held by 128134 stockholders of record and approximately 210215 stockholders in street name.

Dividends and Share Repurchases

The Company hasWe have not paid any dividends to stockholders and does 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 the Board.our board of directors. Also, there are no restrictions, which would limit the Company’sour ability to pay dividends on common stock.our Common Stock.

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

Common Stock OfferingA summary of common stock transactions for the year ended December 31, 2021 is as follows:

In April 2021, the Board authorized an offering of up to 1,000,000·We sold 246,236 shares of restricted common stock at $0.51 per share (the “Offering Price”), providingfor proceeds of up$127,500.  

·We issued 39,844 shares of common stock for anti-dilution protection to $510,000 (the “Offering”).  The Offering will be offered and sold only tofive investors that qualify as “accredited investors” as that term is defined in Regulation D. The Offering terminates on June 30, 2021, unless extended by the Board.  In addition, the Board approved a one-time, limited “anti-dilution protection” to certain investors who in the last 12 months, have invested at a per share price higher than the Offering Price provided such investors make a new minimum investment underin the Offering.

Common Stock Issued

A summary of the Company’s common stock transactions through April 30, 2021, the date of this Report, is as follows:last 12 months.  

·The Company sold 49,020We granted a Restricted Stock Award of 200,000 shares of common stock under the Offering for proceeds of $25,000 and issued 17,255 shares of common stock for anti-dilution protection under the Offering.our 2021 Omnibus Incentive Plan to a Company officer.  

·The CompanyWe issued 30,000 shares of common stock pursuant toin settlement of $30,000 of liabilities and recognized a Services Agreement whereby Lanny R. Lang was elected and named CFOgain on extinguishment of debt in connection with this settlement, which is recorded as other income for the Company. The shares of common stock were valued at $15,300, based on the closing price of the Company’s common stock on the OTC Pink market.year ended December 31, 2021. 

·The CompanyWe issued 28,287322,678 shares of common stock for services rendered. The sharesWe recorded an expense of common stock were valued at $14,426,$345,768 for the year ended December 31, 2021 based on the closing price of the Company’sour common stock on the OTC PinkOTCQB market. 

As a result of these transactions, the Company has 14,980,354we have 15,694,550 shares of common stock outstanding as of April 30, 2021, the date of this Report.December 31, 2021.

A summary of the Company’sour common stock transactions for the year ended December 31, 2020 is as follows:

·The CompanyWe sold 76,667 shares of common stock for cash proceeds of $57,500.  

·The CompanyWe issued 125,000 shares of common stock for the acquisition of the domain blunt.com. The shares of common stock were valued at $125,000, based on the closing price of the Company’sour common stock on the OTC PinkOTCQB market. The intangible asset was fully impaired as of December 31, 2020.  

·The CompanyWe issued 156,282 shares of common stock for services rendered. The shares of common stock were valued at various prices, based on the closing price of the Company’sour common stock on  

the OTC PinkOTCQB market, and resulted in an expense of $165,068 recorded as general and administrative expense for the year ended December 31, 2020.

As a result of this transaction, the Company hasthese transactions, we have 14,855,792 shares of common stock outstanding as of December 31, 2020.

A summary of the Company’sour common stock transactions for the year endedsubsequent to December 31, 20192021 is as follows:

·The CompanyWe issued 19,201100,500 shares of common stock for the conversion of $10,001 in principal and $800 in accrued interest.services rendered during January to March 2022. The shares of common stock were valued at an agreed upon price of $.5625 per share and$69,412, based on the closing priceprices of the Company’sour common stock on the OTC PinkOTCQB market was $.465, resulting in a gain on extinguishmentthe dates of debt of $1,872 for the year ended December 31, 2019.issuance. 

·The CompanyWe sold 76,54369,900 shares of common stock for cash proceeds of $117,002. Of this amount, $2,001 was recorded as a subscription receivable as funds were not received as of December 31, 2019. 

·The Company issued 187,500 shares of common stock for the acquisition of the domain extract.com. The shares of common stock were valued at $300,000, based on the closing price of the Company’s common stock on the OTC Pink market. 

·The Company issued 55,326 shares of common stock for services rendered. The shares of common stock were valued at various prices, based on the closing price of the Company’s common stock on the OTC Pink market, and resulted in an expense of $74,847 for the year ended December 31, 2019. 

·The Company issued 3,059,422 shares of common stock in connection with the reverse acquisition transaction.$59,415.  

As a result of this transaction, the Company has 14,497,843these transactions, we have 15,864,950 shares of common stock outstanding as of December 31, 2019.April 22, 2022, the date of this Report as of the issuance date of these financial statements.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company’s OfficersOur officers and Directorsboard of directors did not purchase shares in the open market during the years ended December 31, 20202021 and 2019.2020.

Stock Option Grants

The Company hasWe have not granted any stock options.

Registration Rights

There are no registration rights as of April 30,22, 2021, the date of this Report.

Stock transfer agent

The Company’sOur stock transfer agent is Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84141. Their phone number is (801) 274-1088 and their website is http://www.actionstocktransfer.com.

ITEM 6. SELECTED FINANCIAL DATA.

As a “smaller reporting company,” the Company iswe 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.

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, 20202021 and 20192020 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.

Potential Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world, including the United States. Our business operations, which commenced during this pandemic, continue to be operational and, to date, we have not seen any significant direct negative impact of COVID-19 to our newly commenced business. However, the COVID-19 pandemic continues to impact economic conditions, which could impact the short-term and long-term demand from our customers and, therefore, has the potential to negatively impact our results of operations, cash flows, and financial position in the future. Management is actively monitoring this situation and any impact on our financial condition, liquidity, and results of operations. However, we are not presently able to estimate the effects of the COVID-19 pandemic on our future results of operations, financial condition, or liquidity for the remainder of fiscal year 2021 and beyond.

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, 20202021 and 2019,2020, we generated revenues of $16,691$12,243 and $41,344,$16,691, respectively, and we reported net losses of $1,045,479$975,579 and $563,072,$1,045,479, respectively. We had negative cash flow from operating activities of $101,554$210,232 and $387,734,$101,554, respectively. As of December 31, 2020,2021, we had an accumulated deficit of $4,326,338$5,301,917 and atotal shareholders’ deficit of $1,135,712.$1,571,243.

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 financings. 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 and loans from Company officers. 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 from Company officers and funds raised from the sale of our common stock allows us sufficient capital for operations and to continue as a going concern.

In April 2021, we authorized an offering of up to 1,000,000 shares of common stock at $0.51 per share, providing proceeds of up to $510,000. This offering will$510,000, to be offered and sold only to investors that qualify as “accredited investors,”investors” as that term is defined in Regulation D, and terminates on June 30, 2021. A total of 46,020D. For the year ended December 31, 2021, we sold 246,236 shares of common stock have been sold under the Offeringthis offering for proceeds of $25,000$127,500. This offering was terminated on August 31, 2021.

Subsequent to December 31, 2021, we authorized an offering of up to 294,118 shares of common stock at $0.85 per share, providing proceeds of up to $250,000, to be offered and sold only to investors that qualify as of“accredited investors” as that term is defined in Regulation D. Through April 22, 2022, the date of this Report. There is no assurance thatreport, we can raise moneysold 69,900 shares of common stock under this offering but management believes the fullfor proceeds of $59,415. This offering terminates on May 1, 2022 and may be extended for 90 days until August 1, 2022 by the board of directors.

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. For the year ended December 31, 2021, Company officers made cash advances of $24,620 and were repaid $14,857. We also paid our officers accrued interest of $1,937 during the year ended December 31, 2021. For the year ended December 31, 2020, Company officers made cash advances of $64,652 and were repaid $26,006. The cash advances are non-interest bearing and are unsecured. Company officers own approximately 44.7% of our Common Stock as of December 31, 2021. 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 July 2021, we successfully enforced our subsidiary’s, DTLA, contract rights in a multi-licensed cannabis retail dispensary, grow, manufacturer and distributor called Los Angeles Farmers, Inc. (“LAFI”). After four years of litigation, a Final Judgment was filed into the record in the Superior Court of California in the County of Los Angeles for case number BC681251 (the “DLTA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA. In addition to equity ownership, the DTLA Judgment awarded DTLA a share of any profits of this offering will provide sufficient cashdispensary from November 2017 to the present and going forward along with accrued interest on those profits and the costs of bringing litigation. The DLTA Judgment also appointed a Monitor, to be supervised by the Arbitrator, to determine how much in past profits and interest DTLA is entitled to be awarded and that DTLA is treated fairly by LAFI on a going forward basis.

Between July and December 2021, the Monitor undertook a detailed process to determine the value of the 49% of profits and proceeds from 2017 to the present that DTLA is entitled to, in addition to the 10% prejudgment interest. The Monitor’s report was completed in January 2022. Based on the information in the Monitor’s report, DTLA has requested that the Arbitrator issue an award of back profits and interest and order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. That request is under submission.

Under GAAP accounting, ownership percentages over 20% would typically be accounted for 12 months’ operating expenses.using the equity method, the Company is accounting for this investment as an investment in

equity securities due to the Company not having significant influence over LAFI. The cost of this investment was expensed during the fiscal year ended December 31, 2017 and, due to uncertainties surrounding the value of LAFI and determining any award of back profits and interest, as well as the pending litigation, no value has been reflected in our consolidated financial statements as of December 31, 2021.

Results of Operations

Year Endedended December 31, 2020,2021 compared to the year ended December 31, 20192020

For the years ended December 31, 20202021 and 2019,2020, we generated revenues of $16,691$12,243 and $41,344,$16,691, respectively, a decrease of $24,653.approximately $4,500. We generate five types of revenue, which generally

consist of fees from subscriptions, affiliate advertising, event sales, referrals and consulting. Our revenues for the years ended December 31, 20202021 and 20192020 were as follows:

WeSubscription fees. In June 2021, we launched a new Membership Benefits Program under the WeedClub® Platform, where subscribers can connect to ‘exclusive deals’ on essential products and services necessary to scale their business. Our special pricing of $149 for an annual subscription makes access to our WeedClub® Platform available to all.

Affiliate advertising. Affiliate advertising, through our advertising deal with Twitter, generated $8,850 of revenues across most categories for the year ended December 31, 2021. In 2020, versus allwe entered into an advertising deal with Twitter which provides us a revenue stream and growth opportunity due to our ability to post approved hemp social media ads. The corresponding costs of our revenues from referralsassociated with affiliate advertising revenues was $8,000 and zero for the yearyears ended December 31, 2019.2021 and 2020, respectively.

Event Sales. The negative impact of COVID-19 resulted in a significant decrease in our referral revenues, as weevent sales from $2,020 in the prior year to zero in the year ended December 31, 2021. We were able to hold one virtual @420 virtual event thisduring the prior year with a limited number of company presenters. We expect to be abledo not have any current plans to resume our @420 networking events in person inat this time.

Referral fees. We generate referral fees when a business transaction is consummated between us and the third quarterpotential target company. Such business transactions generally arise from the connections with company presenters during @420 events of which none were held during the

year ended December 31, 2021. In addition, in MarchAccordingly, our revenues from referral fees declined from $11,250 to $2,500 for the years ended December 31, 2021 and 2020, respectively.

Consulting and other. Consulting fees are recognized when we assist presenting companies with their investment deck and presentation scripts for our @420 events of which none were ableheld during the year ended December 31, 2021. Accordingly, such revenues declined from $750 to secure a merchant account which will allow us to resume charging subscription feeszero for The WeedClub Platform® premium memberships.the years ended December 31, 2021 and 2020, respectively.

For the years ended December 31, 20202021 and 2019,2020, general and administrative expenses were $451,012 and $370,908, and $372,019, respectively, a slight overall decreasean increase of approximately $1,100. For$80,100. Contributing factors to this increase were:

·Labor-related expenses and consulting fees increased by approximately $44,900, which included recognizing approximately $157,400 in stock-based fees in the current year ended December 31, 2020, labor2021 compared to approximately $113,300 in stock-based fees in the prior year.  

·Public company related expenses,costs, including payrollOTC filing fees, press releases and consulting,transfer agent costs increased by approximately $12,700 and public company related expenses, including OTC listing and SEC filing$11,700 primarily due to increased fees increased by approximately $10,500. These increases were offset by a decrease of approximately $24,300 in overallconnection with our uplisting to the OTCQB market. 

·Overall general and administrative expenses, including travel, entertainment, subscriptions and entertainment.website development, increased by approximately $23,500, which included approximately $2,700 in stock-based fees in the current year ended December 31, 2021. 

For the years ended December 31, 20202021 and 2019,2020, professional fees were $522,476 and $197,559, and $217,931, respectively, a decreasean increase of approximately $20,400.$324,900. Our professional fees the years ended December 31, 20202021 and 20192020 were comprised of the following:

ForLegal. Legal expenses increased overall by approximately $133,100 for the yearsyear ended December 31, 2020, legal expenses2021 compared to the year ended December 31, 2020. Contributing factors to this increase were:

·Legal fees to our current securities counsel firms increased by approximately $12,200. 

·Legal fees to our patent and trademark counsel decreased by approximately $94,600 due$2,000.  

·Fees incurred by Judicate West and Planet Depot related to engaging a new “contingency-based” law firm in February 2020 to continue to pursue theour litigation against LAFI increased by approximately $29,300.  

·Our portion of the fees incurred by the Monitor to advance our litigation against LAFI were approximately $132,000 for the year ended December 31, 2021. In April 2021, the Arbitrator overseeing the arbitration hearing issued a judgment in our favor and against  

LAFI. This judgment also appointed a Monitor, to be supervised by the Arbitrator, to determine how much in past profits and interest we are entitled to be awarded. The costs of the Monitor are borne equally between the Company and LAFI. Between July and December 2021, the Monitor undertook a detailed forensic examination of LAFI. The Monitor’s report was completed in January 2022. Reference is made to Note 9, Litigation, to the Consolidated Financial Statements included under Item 8 in this Report.Report for further information on the litigation.

·Legal fees incurred by our predecessor law firm in the LAFI litigation decreased approximately $38,400. This law firm resigned in April 2021 when we engaged a new “contingency-based” law firm. 

Accounting and audit. Accounting and audit expenses increased by

approximately $45,600$79,500 for the year ended December 31, 2020,2021, compared to the year ended December 31, 2020. Contributing factors to this increase were:

·Audit and accounting fees to our independent public accounting firm increased by approximately $4,000 for our annual fiscal year audit and quarterly reviews. 

·Accounting fees for our contracted CFO services increased by approximately $83,800, which included increases$86,300 in stock-based fees in the current year ended December 31, 2021 compared to $14,000 of stock-based fees recognized in the prior year.  

·Accounting fees to our outside bookkeeping services decreased by approximately $7,600,$8,300 related to the costs of filing our independent public accounting firm by approximately $2,000, and our contracted CFO, Kevin Asher by approximately $36,000.corporate federal income tax returns in the prior year.  

Other professional fees. Other professional fees increased by approximately $28,700$112,300 for the year ended December 31, 2021, compared to the year ended December 31, 2020 comprised entirely ofdue to an increase in fees to our contracted software engineers and developers on The WeedClub Platform®.of our software technology platforms. All professional fees incurred for the year ended December 31, 2021 were comprised of stock-based fees, compared to $37,800 for the prior year ended December 31, 2020.

In accordance with generally accepted accounting principles related to Intangible Assets, we determined that the fair market value of our intangible assets to be zero as of December 31, 2020. Accordingly, we incurred a loss on impairment of intangible assets of $455,000 for the prior year ended December 31, 2020. Reference is made to Note 5, Intangible Assets, to the Consolidated Financial Statements included under Item 8 in this Report.report.

Other (income) and expenses for the years ended December 31, 20202021 and 20192020 were as follows:

Recovery of expense in litigation. Following the issuance of aforementioned judgment against LAFI, we filed a motion for reimbursement of costs in the amount of $22,382. No objection was filed by LAFI and we received reimbursement of these costs.

Gain on extinguishment. For the yearsyear ended December 31, 2021, we settled debt with shares of our common stock which resulted in a gain on extinguishment of debt for the difference between the amount of debt settled and the fair value of the shares of common stock issued based on the closing price of the Company’s common stock on the OTCQB market. For the prior year ended December 31, 2020, we were able to write-off several old accounts payable liabilities from 2018, which resulted in gain on extinguishment of approximately $26,500.

ForInterest expense. Interest expense decreased by approximately $21,500 for the year ended December 31, 2020, interest expense increased by approximately $49,3002021 compared to the year ended December 31, 2019.2020. The increasedecrease in interest expense was entirelymostly due to interest expense accrued on our unpaid liability to our predecessor law firm in the aforementioned litigation. This law firm resigned in April 20202021 when we engaged a new “contingency-based” law firm and started accruing interest expense on their unpaid amount. The entire liability, plus accruedThis decrease was offset by an approximate $1,900 increase in interest is recorded as accrued legal feesexpense on borrowings on two loan obligations during the accompanying balance sheet as ofyear ended December 31, 2020.2021.

Overall, for the year ended December 31, 2020,2021, we reported a net loss of $1,045,479$975,579 compared to a net loss of $563,072$1,045,479 for the year ended December 31, 2019. Without considering2020. Considering the $455,000 loss on impairment of our intangible assets, our comparative net loss for the prior year ended December 31, 2020 was $590,479 which, compared to our current year loss, represented an overall increase in net loss of approximately $27,400 over$385,100.

Considering stock-based fees for services rendered by consultants and professionals for the years ended December 31, 2021 and 2020, respectively (as discussed above), our net loss increased by approximately $153,400 from the prior year comparable period, as shown in the following table:

Cash Flows

The following table summarizes the sources and uses of cash for the years ended December 31, 2021 and 2020, respectively:

Year ended December 31, 2021. Operating activities used $210,232 of cash, primarily resulting from our net loss for the year ended December 31, 2019.2021 of $975,579, offset by non-cash stock-based fees issued for services rendered by consultants and professionals of $396,768 and increases in liabilities across all categories: accounts payable, accrued legal fees, accrued payroll and other accrued liabilities. Financing activities provided $210,356 of cash for the year ended December 31, 2021, consisting of $127,500 in proceeds from the sale of common stock and $75,030 of borrowings on two loan obligations, one for $50,000 (senior) and one for $25,030, from unrelated lenders. Borrowings under the $50,000 loan obligation shall remain senior with respect to priority lien and right of payment to any indebtedness later acquired. As a condition of this loan agreement, our Company’s Chief Executive Officer personally and unconditionally guaranteed the timely repayment of the loan. In addition to these cash increases, short-term advances from Company officers, net of repayments provided of $7,826 of cash for the year ended December 31, 2021.

Year ended December 31, 2020. Operating activities used $101,554 of cash, primarily resulting from our net loss for the year ended December 31, 2020 of $1,045,479, offset by non-cash stock-based fees issued for services rendered by consultants and professionals of $165,068 and non-cash impairment of intangible assets of $455,000. Accounts payable decreased by $20,396, otherwise there were increases in liabilities across all categories: accrued legal fees, accrued payroll, accrued liabilities, deferred revenue and accrued interest payable. Financing activities provided $98,147 of cash for the year ended December 31, 2020, consisting of $59,501 in proceeds from the sale of common stock and $38,646 of borrowings from Company officers, net after repayments of 26,006 for the year ended December 31, 2020.

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 $3,906$3,780 and $7,313$3,906 as of December 31, 20202021 and 2019,2020, respectively.

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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

FARMHOUSE, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20202021 AND 20192020