UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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FARMHOUSE, INC.

(Exact name of registrant as specified in its charter)

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548 Market Street, Suite 90355, San Francisco, CA  94104

(Address of Principal Executive Office)  (Zip Code)

 (888) 420-6856 

(Registrant’s telephone number, including area 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] Yes [  ] 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 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X]

[X] Yes [  ] No

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),

☐ Yes  [X] No 

The number of shares of the issuer’s Common Stock outstanding as of August 29, 2022May 15, 2023 is 16,979,950.17,075,950.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information included in this Quarterly Report on Form 10-Q for the sixthree months ended June 30, 2022March 31, 2023 (this “Report”) contain 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. These statements are based upon beliefs of, and information currently available to management as well as estimates and assumptions made by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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 were used throughout this Report.

FARMHOUSE, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

June 30, 2022March 31, 2023

IINNDEXDEX

PART I – FINANCIAL INFORMATION3 

Item 1.Interim condensed consolidated financial statements3 

Item 2.Management’s Discussion and Analysis of Financial Condition 

and Results of Operations2120 

Item 3.Quantitative and Qualitative Disclosures about Market Risk3332 

Item 4.Controls and Procedures3332 

PART II – OTHER INFORMATION3433 

Item 1.Legal Proceedings3433 

Item 1A.Risk Factors3534 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3534 

Item 3.Defaults Upon Senior Securities3736 

Item 4.Mine Safety Disclosures3736 

Item 5.Other Information3736 

Item 6.Exhibits3736 

SIGNATURE3837 

CERTIFICATIONS3938 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022March 31, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. The Company was formed to complete a reorganization under Section 1088(g) of the Oklahoma Act, whereby the Company became successor to Transnational Financial Network, Inc., which was originally incorporated in California in 1985. In September 2013, the Company was redomesticated in Maryland and changed its name to Somerset Property, Inc. In July 2017, the Company was redomesticated in Nevada and changed its name to Revival, Inc. In June 2019, the Company changed its name to Farmhouse, Inc. to reflect its new business endeavors.

In August 2019, the Company acquired Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary (the “Acquisition”). Farmhouse Washington was formed in January 2014 and has developed a social network platform, “The WeedClub® Platform”. At the closing of the Acquisition, 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-for-one basis. The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company.

Prior to the Acquisition, in August 2017, Farmhouse Washington formed Farmhouse DTLA, Inc. (“DTLA”) in California as a wholly owned subsidiary. OnIn 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”). 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 unaudited interim condensed consolidated financial statements as of June 30, 2022.March 31, 2023. See Note 9.

Current Operations

The Company is a technology company with multiple cannabis related divisions and IP, including the WeedClub® Platform, the @420 Twitter handle and a professionalWeb3 division. The WeedClub® Platform is a cannabis social network platform to the regulated cannabisthat enables industry which enables cannabis and hemp professionals to connect, discover products and services and scale their businesses. Within the WeedClub® Platform, members utilize an increasing set of technology-based tools for discovering professional connections and information. The Company believes it has established itself as the trusted brand to connect the industry through the WeedClub® Platform and itsCompany’s @420 Twitter handle.handle serves as a public platform to engage with cannabis enthusiasts. The Company offers its WeedClub members groupCompany’s Web3 division, launched in December 2021, facilitates licensing opportunities while advertisingbetween established cannabis brands and consulting revenues are generated via the curated opportunities.influential digital collectible holders to launch digital collectible branded products and accessories.

Going Concern and Management’s Plans

The accompanying unaudited interim condensed consolidated financial statements have been presented on the basis that the Company is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the sixthree months ended June 30, 2022, the Company had a net loss from operations of $465,152, consisting primarily of general and administrativeMarch 31, 2023,

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022March 31, 2023

(Unaudited)

the Company had a net loss from operations of $158,795 and legal and professional expenses. In addition, as of June 30, 2022,March 31, 2023, the Company had stockholders’ deficit of $1,761,542 and available cash on hand of zero.$1,696,972. In view of these matters, the recoverability of any asset amounts shown in the accompanying unaudited interim condensed consolidated financial statements is dependent upon the Company’s ability to expand operations and achieve profitability from its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has financed its activities principally from the sale of its common stock and loans from Company officers. The Company intends on financingto finance its future working capital needs from these sources until such time that funds provided by operations are sufficient to fund working capital requirements. Management believes that the current cash on hand, loans from Company officers and funds raised from the sale of its common stock will allow the Company sufficient capital for operations and to continue as a going concern.

On February 1, 2022, the board of directors (“Board”) authorized an offering of up to 294,118 shares of restricted 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 “accredited investors” as that term is defined in Regulation D. For the six months ended June 30, 2022, the Company sold 69,900 shares of common stock under this offering for proceeds of $59,415. The offering expired on August 1, 2022. See Note 7.

Subsequent to June 30, 2022, the Company received cash proceeds totaling $390,000, including $225,000 of funding under a Litigation Funding Agreement and $165,000 of proceeds from the sale of its domain name “blunt.com.” See Note 12.

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”) and have been consistently applied in the preparation of these unaudited interim condensed consolidated financial statements.

Principals of Consolidation

The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Farmhouse Washington and DTLA (together the “Company”). All material intercompany accounts, transactions, and earnings have been eliminated in the accompanying unaudited interim condensed consolidated financial statements.

Financial Statement Reclassification

Certain amounts from the prior year’s financial statements have been reclassified in these unaudited interim condensed consolidated financial statements to conform to the current year’s classifications.

Cash and Cash Equivalents

Cash and cash equivalents as of June 30, 2022March 31, 2023 included cash in banks. The Company considers all highly liquid instruments with maturity dates within 90 days at the time of issuance to be cash equivalents.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements contained in this Report have been prepared in accordance with U.S. GAAP and the rules of the Securities and Exchange Commission (“SEC”) for interim financial information and do not include all of the information or disclosures required by U.S. GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 20212022 filed with the Securities and Exchange Commission on April 22, 2022.20, 2023. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

Use of Estimates

Operating results for interim periods are not necessarily indicative of the results to be expected for the full year. 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, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Significant estimates include the carrying value of property and equipment, and intangible assets, grant date fair value of options, deferred tax assets and any related valuation allowance and related disclosure of contingent assets and liabilities. The Company evaluates its estimates based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could materially differ from these estimates.

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying unaudited interim condensed consolidated balance sheets. We evaluate the collectability of our accounts receivable and determine the appropriate allowance for doubtful accounts based on a combination of factors. When we become aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount we reasonably expect to collect.

Revenue Recognition

In accordance with ASC No. 606, Revenue Recognition, the Company recognizes revenue from product sales or services rendered when the following five revenue recognition criteria are met: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company generates six types of revenue including:from the following sources:

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

(2)Affiliate advertising. Affiliate advertising revenues result from advertising campaigns and are generally multi-month arrangements. The Company’s performance obligation is met when the Company runs the agreed upon advertisements on its platform, accordingly, the Company recognizes 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 collects payment up front for event ticket sales and sponsorships and records these payments as unearned revenue. The Company’s performance obligation is  

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

met at the time the event takes place, accordingly, the Company recognizes revenue at the time the event takes place.

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

(5)Consulting and Other. The Company generates 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. 

(6)License revenues. The Company generates revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license from the Company to use one of its licensed NFT’s for the purposespurpose of creating, marketing, and selling a line ofbranded cannabis accessoryand hemp products for retail sale in cannabis dispensaries.and accessories. The Company’s performance obligation is met over the term of the license agreement,agreement; accordingly, the Company recognizes revenue ratably over the term of the license agreement.  

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Revenues generated for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 were as follows:

Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets, generally three years. Depreciation expense was $94 and $589 for the six months ended June 30, 2022 and 2021, respectfully, and zero and $94 for the three months ended June 30,March 31, 2023 and 2022, and 2021, respectfully.respectively.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

NOTE 4 – CONVERTIBLE NOTES PAYABLE

Convertible notenotes payable is comprised of a promissory note to an unrelated individual in the amount of $45,000 as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Principal and interest was originally due onin July 4, 2018 and is currently in default. The loan bears interest at 18% per annum, accrued monthly and is unsecured. Interest expense related to the convertible note payable was $4,017$1,997 and $1,998 for each of the sixthree months ended June 30,March 31, 2023 and 2022, and 2021.respectively. Accrued interest on the convertible note payable was $40,212$46,292 and $36,194$44,295 as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

The conversion feature was not accounted for under derivative accounting guidance because the settlement amount is not determinable by an underlying conversion price. Therefore, no derivative was recorded in these unaudited interim condensed consolidated financial statements as of June 30, 2022March 31, 2023 and December 31, 2021.

FARMHOUSE, INC. AND SUBSIDIARIES2022.

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

NOTE 5 – NOTES PAYABLE

Notes payable is comprised of the following:

OnIn June 16, 2021, the Company entered into a loan agreement, not to exceed $75,000, with an unaffiliated individual (“Lender”) and borrowed $50,000 as a first advance. This loan bears interest at 6% per annum, and is due ninethree months after the first advance, or such an earlier date that the Lender may demand payment, which may not be earlier than 60 days after the first advance (“Maturity Date”). As of June 30, 2022,March 31, 2023, this loan is in default.Borrowings under this loan agreement shall remain senior with respect to priority lien and right of payment to any indebtedness acquired by the Company. As a condition of the loan agreement, the Company’s Chief Executive Officer personally and unconditionally guaranteedguarantees the timely repayment of the loan and is liable for any amounts remaining due and owed following the Maturity Date. Interest expense related toon this borrowing was $1,488$739 and $123$740 for the sixthree months ended June 30,March 31, 2023 and 2022, and 2021, respectively. Accrued interest on this borrowing was $3,123$5,375 and $1,635$4,636 as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.

On August 27, 2021, the Company borrowed $10,000 from an unrelated party. On December 15, 2021, the Company borrowed an additional $15,030 from the same party. These loans bear interest at 6% per annum and were due on April 30, 2022. As of June 30, 2022, these loans are in default. On March 2, 2022, the Company borrowed an additional $7,620 from the same party. This loan bears interest at 6% per annum and is due on September 30, 2022. Interest expense related to these borrowings was $894 for the six months ended June 30, 2022. Accrued interest on these borrowings was $1,135 and $241 as of June 30, 2022 and December 31, 2021, respectively. Subsequent to June 30, 2022, the entire loan payable to this party totaling $32,650, together with accrued interest, was paid in full. See Note 12.

NOTE 6 – DUE TO RELATED PARTIES

Due to Related Parties totaled $155,780$26,622 and $158,191$44,882 as of June 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. These amounts are comprised of cash advances provided to the Company for operating expenses and direct payment of Company expenses by Company officers. For the sixthree months ended June 30, 2022, Company officers made no cash advances and were repaid $2,411. For the prior six months ended June 30, 2021,March 31, 2023, Company officers made cash advances of $29,436zero and were repaid $5,023.$18,260. For the three months ended March 31, 2022, Company officers made cash advances of zero and were repaid $16. The cash advances are non-interest bearing and are unsecured. Company officers own approximately 44.0% of the Company as of the date of this report. The Company has agreed to indemnify Company officers for certain events or occurrences arising as a result of the officer or director serving in such capacity. See Note 11. Subsequent to June 30, 2022, Company officers were paid approximately $49,000 on their outstanding advances. See Note 12.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022March 31, 2023

(Unaudited)

NOTE 7 – STOCKHOLDERS’ DEFICIT

Authorized Capital

The Company’s authorized capital consists of 295,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The Board, in its sole discretion, may establish par value, divide the shares of preferred stock into series, and fix and determine the dividend rate, designations, preferences, privileges, and ratify the powers, if any, and determine the restrictions and qualifications of any series of preferred stock as established. Subsequent to June 30, 2022, the

Designation of Series A Preferred stock

The Board has designated 500,000 shares of the Company’s authorized preferred stock as Series A 10% Cumulative Convertible Participating Preferred Stock. See Note 12.Stock (the “Series A Preferred”). No shares of Series A Preferred have been issued.

Common Stock OfferingThe Series A Preferred bears a 10% cumulative dividend and has a per share liquidation preference equal to $1.00 plus any unpaid dividends (“Liquidation Preference”). Dividends must be declared by the Board to become payable. If cash dividends were to be paid, the Series A Preferred would have preference in payment of dividends over the common stock and any other series of preferred stock later designated. Each dollar of Series A Preferred and any accumulated dividends are initially convertible into five shares of the Company’s common stock, or $.20 per share (the “Conversion Price”). The Conversion Price will be adjusted if there are dilutive issuances. Shares may be converted at any time at the election of the holders. There are no mandatory conversion provisions of the Series A Preferred. Starting one year after issuance, the Series A Preferred may be redeemed by the Company upon 30 days’ notice, subject to prior conversion at any time.

On February 1, 2022,Other attributes of the Board authorizedSeries A Preferred are priority of class, anti-dilution protection, right of first refusal to the holders and voting rights on an offeringas converted basis. The Series A Preferred is senior to all other classes of upstock of the Company. In the event of liquidation, after the Preference Amount plus accrued dividends have been paid on all outstanding Series A Preferred, any remaining funds and assets of the Company legally available for distribution to 294,118the Shareholders will be distributed ratably among the Shareholders in accordance with their holdings on an as converted basis. The Series A Preferred is protected from a dilutive issuance of additional shares of restricted common stock at $0.85a per share providing proceedsless than the conversion price at the date of up to $250,000, to be offered and sold only to investors that qualify as “accredited investors” as that term is defined in Regulation D. Forsuch new issuance. The Series A Preferred votes with the six months ended June 30, 2022, the Company sold 69,900 shares of common stock under this offeringon an as-converted basis as a single class on all matters except for proceedsmatters that affect the rights of $59,415. The offering expired on August 1, 2022.the Series A Preferred, in which case the Series A Preferred votes separately as a single class. Holders of Series A Preferred vote as a class to elect a single director out of a maximum of five directors.

Common stock transactions

A summaryThe Company has 17,075,950 shares of the Company’scommon stock outstanding as of March 31, 2023. There were no common stock transactions for the sixthree months ended June 30,March 31, 2023. A summary of common stock transactions for the three months ended March 31, 2022 is as follows:

·The Company sold 69,90041,300 shares of common stock for cash proceeds of $59,415.$35,105. 

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

·The Company issued 193,500100,500 shares of common stock for services rendered. The Company recorded an expense of $189,582$69,412 for the sixthree months ended June 30, 2021March 31, 2022 based on the closing price of the Company’s common stock on the OTCQB market. 

As a result of these transactions, the Company has 15,957,950had 15,836,350 shares of common stock outstanding as of June 30,March 31, 2022.

·The Company sold 8,000 shares of common stock for cash proceeds of $6,000. 

·The Company issued 179,000 shares of common stock for services rendered. The Company recorded an expense of $150,581 for the six months ended June 30, 2021 based on the closing price of the Company’s common stock on the OTC Pink market. 

·The Company sold 49,020 shares of common stock under the Common Stock Offering for proceeds of $25,000 and issued this investor 17,255 shares of common stock for anti-dilution protection under the Offering.  

·The Company issued 39,844 shares of common stock for anti-dilution protection to five investors who invested at a per share price higher than the Offering Price in the last 12 months.  

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NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

As a result of these transactions, the Company has 15,131,656 shares of common stock outstanding as of June 30, 2021.

Subsequent to June 30, 2022, the Board issued 1,022,000 shares of common stock as Restricted Stock Awards under its 2021 Omnibus Incentive Plan (see Note 8) to Company officers, directors, and consultants. See Note 12.

Shares Reserved

The Company is required to reserve and keep available of its authorized but unissued shares of common stock an amount sufficient to effectaffect shares that could be issued in connection with the conversion of the convertible note payable. See Note 4. This note is convertible at a conversion price that the noteholder and the Company agree upon, therefore the number of shares it is convertible into is not determinable. Accordingly, no shares of common stock are reserved for future issuance as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

NOTE 8 – STOCK-BASED COMPENSATION

2021 Omnibus Incentive Plan

OnIn May 12, 2021, the Board approved the Farmhouse, Inc. Omnibus Incentive Plan (the “2021 OIP”). The 2021 OIP permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards and Cash-Based Awards. The maximum number of shares of common stock that may be issued pursuant to Awards under the 2021 OIP is 3,000,000. Stockholders holding a majority of the Company’s common stock outstanding ratified the 2021 OIP by written consent.

Any options to be granted under the 2021 OIP may be either “incentive stock options,” as defined in Section 422A of the Internal Revenue Code, or “non-statutory stock options,” subject to Section 83 of the Internal Revenue Code, at the discretion of the Board and as reflected in the terms of the written option agreement. The option price shall not be less than 100% of the fair market value of the optioned common stock on the date the option is granted. The option price shall not be less than 110% of the fair market value of the optioned common stock for an optionee holding at the time of grant, more than 10% of the total combined voting power of all classes of stock of the Company. Options become exercisable based on the discretion of the Board and must be exercised within ten years from the date of grant (five years from date of grant for Company employees and directors).

Any restricted stock awards to be granted under the 2021 OIP are issued and measured at fair market value on the date of grant and become vested in various monthly or quarterly installments from the date of grant, subject to the recipient remaining in the Company’s service on specified vesting dates. Vesting of restricted stock awards is based solely on time vesting. Stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

Restricted Stock Awards

A summary of the Company’s non-vested restricted stock awards as of June 30, 2022March 31, 2023 and changes for the sixthree months then ended is presented below:

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

In August 2021, the Board granted a Restricted Stock Award (“RSA”) of 200,000 shares of common stock under the 2021 OIP to the Company’s CFO. The RSA shares vest 25,000 shares over each of the following eight fiscal quarters starting September 30, 2021.

RSA shares are measured at fair market value on the date of grant and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. TheFor the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense of $51,000 on vested RSA shares for the six months ended June 30, 2022. Unrecognized$58,259 and $25,500, respectively. As of March 31, 2023, there was $130,165 of unrecognized stock-based compensation expense on the RSA shares was $102,000 as of June 30, 2022.

Subsequent to June 30, 2022, the Board granted additional RSA’s of 1,022,000 shares of common stock under the 2021 OIP to Company officers, directors, and consultants. See Note 12.shares.

NOTE 9 – LITIGATION

In August 2017, the Company’s subsidiary, 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.

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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

In February 2021, a four-day arbitration hearing was held at Judicate West. OnIn April 8, 2021, the Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DLTA Judgment”). The DLTA 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 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.

Following the issuance of DTLA Judgment, DTLA filed a motion for reimbursement of costs in the amount of $22,382. No objection was filed by LAFI and onin June 1, 2021, the amount was confirmed by the

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

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, 2021.2022.

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. An evidentiary hearing has been scheduled by the ArbitratorDue to commence on October 31, 2022 to determine what DTLA is owed. Accordingly,uncertainties, the impact of the DLTA Judgment has not been reflected in the accompanying interim condensed consolidated financial statements as of June 30, 2022.March 31, 2023.

OnIn August 25, 2022, a receiver was appointed by the Los Angeles County Superior Court to assume control of LAFI. As of May 15, 2022, the receiver was just appointed and has not had an opportunity to assume full controldate of LAFI, the impact of the appointment ofthese unaudited interim condensed consolidated financial statements, the receiver is unknownin the process of selling LAFI. It is not known at this time.

Subsequenttime whether the sale of LAFI, if consummated and approved by the Superior Court, will result in any proceeds of the sale being paid to June 30, 2022,satisfy the Company received $225,000 of funding under a Litigation Funding Agreement with Legalist Fund III, LP. See Note 12.DLTA Judgment.

NOTE 10 – RELATED PARTIES

As discussed in Note 6, cash advances are provided to the Company for operating expenses by Company officers, who were owed $155,780$26,622 and $158,191$44,882 by the Company as of June 30, 2022March 31, 2023 and December 31, 2022, respectively. Company officers own approximately 44.0%44.7% of the Company as of the date of this report. The Company has agreed to indemnify Company officers for certain events or occurrences arising as a result offrom the officer or director serving in such capacity. See Note 11. Subsequent to June 30, 2022, Company officers were paid approximately $49,000 on their outstanding advances and the Board granted RSA’s of 400,000 shares of common stock under the 2021 OIP to Company officers. The RSA shares vest 25,000 shares over each of the following eight fiscal quarters starting September 30, 2022. See Note 12.

In February 2021, the Company entered into a CFO Consulting and Advisory Agreement with Lang Financial Services, Inc. (“LFSI”). In August 2021, the Board granted LFSI an RSA of 200,000 shares of common stock. The RSA shares vest 25,000 shares over each of the following eight fiscal quarters starting September 30, 2021. The Company recognized stock-based compensation expense of $51,000 on vested RSA shares for the six months ended June 30, 2022. Unrecognized stock-based compensation expense on the RSA shares was $102,000 as of June 30, 2022. Subsequent to June 30, 2022, the Board granted LFSI an

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

additional RSA of 200,000 shares of common stock under the 2021 OIP. These new RSA shares vest 25,000 shares over each of the following eight fiscal quarters starting September 30, 2022. See Note 12.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

In the normal course of its business, the Company may be subject to certain contractual obligations and litigation. In the management’s opinion, upon consultation with legal counsel, there are no contractual obligations or current litigation that will materially affect the Company’s unaudited interim condensed consolidated financial position or results of operations.

Lease Commitment

The Company leased desk space in an incubator in San Francisco, CA at the rate of $700 per desk. This lease was vacated in October 2021. The Company owes the property owner $8,050 as of June 30, 2022, which is included in accrued liabilities on the accompanying balance sheet.

Indemnification Agreements

The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result offrom the officer or director serving in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company believes the estimated fair value of these indemnification agreements is minimal and no liability has been recorded as of June 30, 2022March 31, 2023 and December 31, 2021.2022.

NOTE 12 – SUBSEQUENT EVENTS

As of August 29, 2022,May 15, 2023, the date of these unaudited interim condensed consolidated financial statements, there are no subsequent events that are required to be recorded or disclosed in the accompanying unaudited interim condensed consolidated financial statements other than those listed below and elsewhere in these unaudited interim condensed consolidated financial statements.

Litigation financing

On June 21, 2022, the Company executed a Litigation Funding Agreement with Legalist Fund III, LP, whereby Legalist will provide certain funding, in advance of any collection, in connection with certain claims that the Company has against LAFI. See Note 9. The terms of the Litigation Funding Agreement provide for committed funds of $325,000 with a first tranche of $225,000 and the second tranche of $100,000. With respect to the second tranche, the Company has the option of drawing down the $100,000 in a lump sum payment but is under no obligation to draw down the second tranche. On July 15, 2022, the Company received the first tranche of $225,000.

Upon collection of any claims in the LAFI litigation, Legalist’s recovery is 0.85 of the committed funds then in effect, if repayment in full prior to 12 months, and 0.27 of the committed funds then in effect for every additional four months, if repayment in full occurs thereafter. In addition, Legalist was granted a security interest on the assets of the Company.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

Sale of domain name

In June 2022, the Company received an unsolicited offer for its domain name “blunt.com” from an unaffiliated party. The Board considered this offer to be a fair arms-length price for a premium domain name and on July 20, 2022, the Company sold domain name “blunt.com” for $165,000, net of commission.

Payment of notes payable and officer loans

From the proceeds of the aforementioned funding events, the notes to an unrelated party totaling $32,650, together with accrued interest of $1,253, were paid in full (Note 5) and-, Company officers were paid approximately $49,000 on their outstanding advances (Note 6).

Restricted Stock Awards

On July 18, 2022, the Board granted Restricted Stock Awards (“RSAs”) totaling 1,022,000 shares of common stock under the 2021 OIP to Company officers, directors, and consultants. A summary of the Company’s non-vested restricted stock awards subsequent to June 30, 2022 is presented below:

The RSA shares to Company officers and LFSI vest 25,000 shares over each of the following eight fiscal quarters starting September 30, 2022. The RSA shares to Company director vest 100,000 upon grant, for past services rendered, and 25,000 shares over each of the following four fiscal quarters starting September 30, 2022. The RSA shares to consultants vest equally over each of the following four fiscal quarters starting September 30, 2022. RSA shares are measured at fair market value based on the closing price of the Company’s common stock on the OTCQB market on the date of grant ($0.19 per share on July 18, 2022).  Stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

Designation of Series A Preferred stock

On July 18, 2022, the Board designated 500,000 shares of the Company’s authorized preferred stock as Series A 10% Cumulative Convertible Participating Preferred Stock (the “Series A Preferred”). As of August 29, 2022, the date of these unaudited interim condensed consolidated financial statements were issued, no shares of Series A Preferred have been issued.

The Series A Preferred bears a 10% cumulative dividend and has a per share liquidation preference equal to $1.00 plus any unpaid dividends (“Liquidation Preference”). Dividends must be declared by the Board to become payable. If cash dividends were to be paid, the Series A Preferred would have preference in payment of dividends over the common stock and any other series of preferred stock later designated. Each dollar of Series A Preferred and any accumulated dividends are initially convertible into five shares of the Company’s common stock, or $.20 per share (the “Conversion Price”). The Conversion Price will be adjusted if there are dilutive issuances. Shares may be converted at any time at the election of the holders. There are no mandatory conversion provisions of the Series A Preferred. Starting one year after issuance, the Series A Preferred may be redeemed by the Company upon 30 days notice, subject to prior conversion at any time.

Other attributes of the Series A Preferred are priority of class, anti-dilution protection, right of first refusal to the holders and voting rights on an as converted basis. The Series A Preferred is senior to all other classes of stock of the Company. In the event of liquidation, after the Preference Amount plus accrued dividends have been paid on all outstanding Series A Preferred, any remaining funds and assets of the Company legally available for distribution to the Shareholders will be distributed ratably among the Shareholders in accordance with their holdings on an as converted basis. The Series A Preferred is protected from a dilutive issuance of additional shares of stock at a per share less than the conversion price at the date of such new issuance. The Series A Preferred votes with the shares of common stock on an as-converted basis as a single class on all matters except for matters that affect the rights of the Series A Preferred, in which case the Series A Preferred votes separately as a single class. Holders of Series A Preferred vote as a class to elect a single director out of a maximum of five directors.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with our interim condensed consolidated financial statements and related notes contained elsewhere in this Report, as well as our Annual Report on Form 10-K for the yearthree months ended DecemberMarch 31, 20212023 as filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2022.19, 2023. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based upon beliefs of, and information currently available to management as well as estimates and assumptions made by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of these interim condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our interim condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our interim condensed consolidated financial statements and notes thereto appearing elsewhere in this Report.

Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” “our Company” or “Farmhouse” refer to Farmhouse Inc., a Nevada corporation, and our wholly owned subsidiaries, Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) and Farmhouse DTLA, Inc. (“DTLA”), a California corporation.

Corporate Overview

We are a leading connection platformholding company with multiple divisions dedicated to connecting professionals and brands in the legal cannabis industry. We are built on two core competencies–trust and connection. Our divisions provide solutions that leverage our trusted brand and facilitate valuable connections across the cannabis industry. We connect the industry through multiple divisions including the @420 brand and @420

Twitter, and the WeedClub® Platform. Our @420 brand and @420 Twitter serve as trusted, influential properties that enable the Company to connect, promote and advocate for the industry. These properties leverage the WeedClub® Platform to

drive valuable connections for cannabis startups and supplier connections for retail dispensaries. We will continue to serve as a leading cannabis connection platform and branch its well-known brand into the budding web3 and metaverse. Every company needs Friends in High Places® and our multiple divisions to provide exactly that.

Recent2022 Business Developments

In July 2021, we successfully enforced DTLA’s contract rights in an operating retail cannabis business 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 “DTLA 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 our Company by being recognized as a fully-reporting cannabis company and increasing its reach to more retail and private investors.

In November 2021, weWe 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. We have not entered into any serious discussions with potential target companies as of the date of this filing.

In December 2021, weWe 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.

In April 2022, we entered intoFarmhouse Divisions

Each division solves a joint venture to license Bored Ape Yacht Club #2186, “Oro Blanco,” asunique problem within an industry navigating state-by-state regulations and an uncertain federal regulatory landscape. This environment has created a fragmented cannabis market that emphasizes the faceimportance of a new cannabis brand on behalf of Ape-In Productions, a ground-breaking entertainment company, and virtual community. This wastrusted facilitator to make value-added connections across the first significant licensing agreement forsupply chain in our NFT division we launched in December 2021.industry.

In May 2022, we entered into an agreement with Urbana to feature a Bored Ape Yacht Club #2186 cannabis strain on shelves at both their San Francisco dispensary locations. This represented our first partnership that placed our NFT IP on cannabis products in stores for people to purchase.

Farmhouse Divisions

·@420. Our @420consumer-facing brand and Twitter handle (with over 97,000100,000 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. Weedclub is a premier networking platformone of the first social networks for cannabis professionals with over 5,000 cannabis professionals and is the backbonemembers, generating thousands of the Company. WeedClub® Platformvaluable connections. WeedClub is an established presence in the cannabis industry that people trust to make valuable connections. As we continue to expand our operations, WeedClub members benefit immensely from the added potential connections.

·Web3 division (“Vault”): Our newest division that connects cannabis brands with licensing opportunities with influential digital collectible holders and communities to develop new brands that appeal to digitally native consumers. 

Current and Future Plan of Operations

The COVID-19 pandemic catalyzed a behavioral shift to digital connection and verifiable trust. This shift thrust blockchain technology and digital collectibles to the forefront as virtual groups transformed into supportive, thriving communities centered around digital collectible brands. The top brands generate immense value (intrinsic and financial) while building highly loyal, engaged communities.

As discussed above,we transitioned our company online, we started researching and participating in this behavioral shift. Many established brands attempted to enter this space, but few understood the collaborative, accretive culture and failed to gain traction within the community. We positioned our web3 division to leverage our core competencies to drive value for the digital collectible community and our shareholders.

Our web3 (“Vault”) division connects cannabis companies to intellectual property (IP) licensing opportunities from digital collectible holders to launch digitally native cannabis brands. Since our launch of our Vault division in December 2021, we have developed relationships with six digital collectible holders to seed our IP vault with over 25 blue-chip NFTs. These NFTs include Bored Ape Yacht Club, Mutant Ape Yacht Club, Bored Ape Kennel Club, CryptoPunks, CrypToadz, Doodles, Meebits, and Gutter Cat Gang.

Our most notable licensed NFT is Mutant Ape Yacht Club #30000, “Mega Robot”, one of twelve Mega Mutants, the rarest NFTs in the Bored Ape Yacht Club (BAYC) universe. Mega Mutants have sold for over $1,000,000 with the Mega Serum previously selling for $5.8 million.

In July 2022, we launched our first cannabis activation with Oro Blanco (BAYC #2186) and Urbana to debut a branded cannabis strain across three retail stores in San Francisco. The initial results generated encouraging monthly and quarterly sell-through rates and sales which informed us of our decision to further build out our Vault division.

To better understand web3 culture and the overall market, we developed an advisory board of web3-native experts. Our advisory board helps guide our strategy and decision-making across social media, community, art and branding, and product development. Each advisor has built a personal brand and is well-known across the community.

In August 2022, we began developing the concept for a Mega Robot cannabis line with Bronx Extracts. This brand builds on our key learnings from the Oro Blanco launch which highlighted the need for standout packaging paired with curated cannabis. This collaboration pairs the premium IP of Mega Robot with premium cannabis sourced and developed by Bronx Extracts to create a brand that appeals to everyday consumers.

The Mega Robot x Bronx Extracts cannabis line launched in February 2023, and we recognized $1,069 of licensing revenues during the three months ended March 31, 2023. The Mega Robot brand will demonstrate the power of our cannabis network combined with our advisory board to launch a brand that appeals to all consumers, including digitally native ones.

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 for the demand and revenues from our new products. Both 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 with equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

For the three months ended March 31, 2023 and 2022, we generated revenues of $1,069 and zero, respectively, and we reported net losses of $171,315 and $234,217, respectively. We had negative cash flow from operating activities of $35,125 and $45,660, respectively. As of March 31, 2023, we had an accumulated deficit of $5,916,014 and total shareholders’ deficit of $1,696,972.

Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financing. We anticipate that we will continue to report losses and negative cash flow. To date, we have financed our activities principally from the sale of common stock and loans from Company officers. We intend to finance our future working capital needs from these sources until such a 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.

Related party matters

The terms of any transaction determined to be with related parties are presented to the board of directors (other than any interested director) for approval and documented in the corporate minutes. Cash advances are commonly provided by our officers for operating expenses and direct payment of Company expenses. Company officers were owed $26,622 and $44,882 as of March 31, 2023 and December 31, 2022, respectively, and is comprised of cash advances provided to the Company for operating expenses and direct payment of Company expenses by Company officers. For the three months ended March 31, 2023, Company officers made cash advances of zero and were repaid $18,260. For the three months ended March 31, 2022, Company officers made cash advances of zero and were repaid $16. The cash advances are non-interest bearing and are unsecured.

Company officers own approximately 44.7% of the Company as of March 31, 2023. We have agreed to indemnify Company officers for certain events or occurrences arising from the officer or director serving in such a 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 this dispensaryLAFI 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-forwardgoing 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 will be heard

In August 2022, a receiver was appointed by the ArbitratorLos Angeles County Superior Court to assume control of LAFI. As of May 15, 2022, the date of these interim condensed consolidated financial statements, the receiver is in October 2022.the process of selling LAFI. It is not known at this time whether the sale of LAFI, if

consummated and approved by the Superior Court, will result in any proceeds of the sale being paid to satisfy the DLTA Judgment.

AlthoughUnder GAAP accounting, 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 interim condensed consolidated financial statements as of June 30, 2022. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 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 firmly established us as a trusted connector in the cannabis 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 few years, 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 decentralized future (web3)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 for the cannabis industry, we launched our NFT division to connect cannabis brands directly to a community of cannabis and cryptocurrency enthusiasts. The NFT division is an exploration of how we can connect these two similar, rapidly growing industries.

The NFT division is our first step that allows us to leverage our existing foundation to solve the problems of our industry through web3 solutions. As we build this new crypto-native, cannabis enthusiast community, we will drive brand awareness and access an entirely new demographic of members of our 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 genuine way.

We 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 core problems our industry continues to face. We believe we are uniquely positioned to fill this industry need by scaling its commercial presence.

In April 2022, we entered into a joint venture to license Bored Ape Yacht Club #2186, “Oro Blanco,” as the face of a new cannabis brand on behalf of Ape-In Productions, a ground-breaking entertainment company, and virtual community. This was the first significant licensing agreement for our NFT division we launched in December 2021.

In May 2022, we entered into an agreement with Urbana to feature a Bored Ape Yacht Club #2186 cannabis strain on shelves at both their San Francisco dispensary locations. This represented our first partnership that placed our NFT IP on cannabis products in stores for people to purchase.

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. 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 six months ended June 30, 2022, we had a net loss from operations of $465,152, consisting primarily of general and administrative and legal and professional expenses. In addition, as of June 30, 2022, we had stockholders’ deficit of $1,761,542 and available cash on hand of zero. Our auditors have raised substantial doubt regarding our ability to continue as a going concern because 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 loans from Company officers and funds raised from the sale of our common stock will allow us sufficient capital for operations and to continue as a going concern.

On February 1, 2022, the board of directors (“Board”) authorized an offering of up to 294,118 shares of restricted 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 “accredited investors” as that term is defined in Regulation D. For the six months ended June 30, 2022, the Company sold 69,900 shares of common stock under this offering for proceeds of $59,415. This offering expired on August 1, 2022.

Subsequent to June 30, 2022, we received cash proceeds totaling $390,000, including $225,000 from funding under a Litigation Funding Agreement and $165,000 from the sale of its domain name “blunt.com”. Reference is made to Note 12, Subsequent Events, to the interim condensed consolidated financial statements included under Item 1 in this Report.March 31, 2023.

Results of Operations

We generate six 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,  

·consulting fees, and 

·License 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 derivedrevenues 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 we charge a flat-rate consulting fee in these special situations. Lastly, we generate revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license to use one of our licensed NFT’s for the purposes of creating, marketing, and selling a line of cannabis accessory products for retail sale in cannabis dispensaries.

Details regarding when each revenue stream is recognized are listed below:following sources:

(1)Subscription fees. Subscription fees related to theour WeedClub portal are received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; accordingly, we 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. Our performance obligation is met when we run the agreed upon advertisements on its platform, accordingly, we 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. We collect payment up front for event ticket sales and sponsorships and records these payments as unearned revenue. Our performance obligation is met at the time the event takes place; accordingly, we recognize revenue at the time the event takes place. 

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

(5)Consulting and Other. We 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.  

(6)License revenues. The Company generates revenue from license feesLicense revenues are generated in connection with NFT Art License Agreements, whereby thea licensee is granted a limited license from the Company to use one of itsour licensed NFT’sNFTs for the purposespurpose of creating, marketing, and selling a line ofbranded cannabis accessoryand hemp products for retail sale in cannabis dispensaries. The Company’sand accessories. Our performance obligation is met over the term of the license agreement,agreement; accordingly, the Company recognizeswe recognize revenue ratably over the term of the license agreement.  

SixThree months ended June 30, 2022,March 31, 2023, compared to the sixthree months ended June 30, 2021March 31, 2022 (Unaudited)

Revenues generated for the sixthree months ended June 30,March 31, 2023 and 2022 and 2021 were as follows:

Subscription fees. We generated one new subscription for the six months ended June 30, 2022 related to the WeedClub portal.

Affiliate advertising. Affiliate advertising, through our advertising deal with Twitter, generated $8,850 of revenues for the prior six months ended June 30, 2021. We have 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 revenues associated with affiliate advertising revenues was $8,000.

Referral fees. We generate referral fees when a business transaction is consummated between us and the potential target company. Such business transactions generally arise from the connections with company presenters during @420 events of which none were held during the six months ended June 30, 2022. Accordingly, our revenues from referral fees declined from $2,500 to zero for the six months ended June 30, 2022.

License revenues. We recognized revenue for an up-front license fee in connection with an NFT Art License Agreement, whereby the licensee was granted a limited license from the Company to us use one of its licensed NFT’s for the purposes of creating, marketing, and selling a line of cannabis accessory products for retail sale in California dispensaries.

Operating expenses for the six months ended June 30, 2022 and 2021 were as follows:

For the sixthree months ended June 30,March 31, 2023 and 2022, and 2021, general and administrative expenses were $213,914$84,679 and $193,971,$92,586, respectively, an overall increasea decrease of approximately $20,000.$7,900. Contributing factors to this increase were:

·Outside consulting fees increaseddecreased overall by approximately $26,100, all of which was$4,800. We have contracted with two advisors with experience in merger and acquisitions and two advisors to assist in expanding our NFT licensing reach to licensees and California dispensaries. Together their non-cash, stock-based fees inwere approximately $12,800 for the current six month period.three months ended March 31, 2023, compared to approximately $17,600 for the three months ended March 31, 2022. In addition, consulting fees include $2,375 of non-cash, stock-based fees to our independent director for vesting of a restricted stock award (“RSA”). 

·Labor-related expenses increaseddecreased by approximately $1,800.$6,000, due to consultant who stopped working for the Company in May 2022. Labor-related expenses included recognizing approximately $36,400$9,500 in  

stock-based fees infor the current six month period. three months ended March 31, 2023, compared to $15,540 for the three months ended March 31, 2022.

·Public company relatedcompany-related costs, including OTC filing fees, press releases and transfer agent costs increased by approximately $8,000, due primarily in increased listing fee on the OTCQB market, and$900. 

·Overall other general and administrative expenses, including website development, dues and subscriptions, rent and office expenses and travel and entertainment decreasedincreased by approximately $15,900 due to general budget constraints.$2,000 for the current three-month period. 

For the sixthree months ended June 30,March 31, 2023 and 2022, and 2021, professional fees were $253,793$74,650 and $191,436,$125,729, respectively, an increasea decrease of approximately $62,400.$51,000. Our professional fees for the sixthree months ended June 30,March 31, 2023 and 2022 and 2021 were comprised of the following:

Legal. Legal expenses decreased by approximately $27,000$23,200 for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021. Contributing factorsMarch 31, 2022, all of which is attributable to this net decrease were:

·Legal fees to our corporate and securities counsel firms decreased by approximately $3,100. 

·Legal fees to our patent and trademark counsel increased by approximately $3,400.  

·Fees incurred by Judicate West, Planet Depot and court reporting related to our litigation against LAFI decreased by approximately $50,600, due to winding down of the active litigation.  

·Our portion of the fees incurred by the Monitor to advance our litigation against LAFI weredecreased by approximately $23,300 foras we no longer require the six months ended June 30, 2022. 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 costsservices 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.Monitor. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 in this Report.

Accounting and audit. Accounting and audit expenses increased by approximately $43,000$3,700 for the sixthree months ended June 30, 2022,March 31, 2023, compared to the sixthree months ended June 30, 2021.March 31, 2022. Contributing factors to this increase were:

·Audit and accounting fees to our independent public accounting firm decreasedincreased by approximately $1,000$10,000 due to the timing of invoicing audit fees related to our annual fiscal year audit. Overall, our audit costs remained consistent between years.  

·Accounting fees for our contracted CFO services increaseddecreased by approximately $40,700,$7,200, which included $51,500$30,250 in stock-based fees in the sixthree months ended June 30, 2022March 31, 2023 compared to $35,300$25,500 of stock-based fees recognized in the sixthree months ended March 31, 2022. In June 30, 2021.2022, our CFO reduced his monthly fees to $4,000; accordingly, our CFO fees were $12,000 in the three months ended March 31, 2023 compared to $24,000 in the three months ended March 31, 2022, for a total decrease of $12,000. All fees to our CFO are accrued and not paid.  

·Accounting fees tofor our outside bookkeeping services increased by approximately $3,300.$900.  

Other professional fees. Other professional fees increaseddecreased by approximately $47,400$31,600 for the sixthree months ended June 30, 2022,March 31, 2023, compared to the sixthree months ended June 30, 2021March 31, 2022 due to an increasea decrease in fees to our contracted software engineers and developers of our software technology platforms. All professionalProfessional fees incurred for bothincluded $5,700 in stock-based fees in the sixthree months ended June 30, 2022 and 2021 were comprisedMarch 31, 2023 compared to $36,260 of stock-based fees.fees recognized in the three months ended March 31, 2022.

Interest expense. Interest expense increaseddecreased by approximately $5,800$3,300 for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021.March 31, 2022. Approximately $3,500$2,900 of the increasedecrease in interest expense was duerelated to interest accrued on our unpaid liability to our predecessor law firm in the

aforementioned litigation. This law firm resigned in April 2021 when we engaged a new “contingency-based” law firm and started accruing interest expense on their unpaid amount. The additional increasedecrease in interest expense of approximately $2,300$400 pertains to one of our two loan obligations during the six months ended June 30,loans that was paid off in July 2022.

Overall, for the sixthree months ended June 30, 2022,March 31, 2023, we reported a net loss of $490,296$171,849 compared to a net loss of $393,492$234,217 for the sixthree months ended June 30, 2021.March 31, 2022.

Non-GAAP Adjusted Net Loss

The following table reflects the reconciliation of net loss to Adjusted Net Loss for the sixthree months ended June 30, 2022March 31, 2023 and 2021.2022. This is a non-GAAP measurement of earnings and considers the stock-related compensation expense for services rendered by consultants and professionals for the comparable years. Management considers this non-GAAP measurement of earnings important to investors and other interested parties to evaluate the Company’sour performance on a comparable basis.