Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Details | ||
Registrant CIK | 0001811999 | |
Fiscal Year End | --12-31 | |
Registrant Name | FARMHOUSE, INC. /NV | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2021 | |
Tax Identification Number (TIN) | 46-3321759 | |
Number of common stock shares outstanding | 15,010,943 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 333-238326 | |
Entity Address, Address Line One | 1355 Market Street | |
Entity Address, Address Line Two | Suite 488 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
Entity Address, Address Description | Address of Principal Executive Office | |
City Area Code | 888 | |
Local Phone Number | 420-6856 | |
Phone Fax Number Description | Registrant’s telephone number | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 3,906 |
Total current assets | 0 | 3,906 |
Property and equipment, net | 977 | 1,272 |
Total assets | 977 | 5,178 |
Current liabilities: | ||
Accounts payable | 30,605 | 10,971 |
Accrued legal fees | 274,601 | 267,127 |
Accrued payroll and payroll taxes | 623,355 | 577,321 |
Accrued liabilities | 71,620 | 59,011 |
Deferred revenue | 0 | 3,000 |
Accrued interest payable | 30,093 | 28,095 |
Convertible notes payable | 45,000 | 45,000 |
Due to related parties | 162,872 | 150,365 |
Total current liabilities | 1,238,146 | 1,140,890 |
Stockholders' deficit: | ||
Preferred Stock, Value | 0 | 0 |
Common Stock, Value | 1,493 | 1,486 |
Additional paid-in capital | 3,225,001 | 3,189,140 |
Subscription receivable | 0 | |
Accumulated deficit | (4,463,663) | (4,326,338) |
Total stockholders' deficit | (1,237,169) | (1,135,712) |
Total liabilities and stockholders' deficit | $ 977 | $ 5,178 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 295,000,000 | 295,000,000 |
Common Stock, Shares, Issued | 14,922,079 | 14,855,792 |
Common Stock, Shares, Outstanding | 14,922,079 | 14,855,792 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUES | ||
Net revenues | $ 11,350 | $ 0 |
Total revenues | 11,350 | 0 |
OPERATING EXPENSES | ||
General and administrative | 73,347 | 95,624 |
Professional fees | 67,125 | 63,622 |
Depreciation and amortization | 295 | 610 |
Total operating expenses | 140,767 | 159,856 |
LOSS FROM OPERATIONS | (129,417) | (159,856) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (7,908) | (26,596) |
Total other income (expense) | (7,908) | (26,596) |
Net Income (Loss) | $ (137,325) | $ (186,452) |
Basic and diluted net income (loss) per common share | $ (0.01) | $ (0.01) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 14,872,792 | 14,513,457 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total | Subscription Receivable |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019 | $ 1,450 | $ 2,841,608 | $ (3,280,859) | $ (439,802) | $ (2,001) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 14,497,843 | ||||
Subscriptions Received | $ 0 | 0 | 0 | 2,001 | 2,001 |
Sale of common stock | $ 5 | 38,550 | 0 | 38,555 | 0 |
Sale of common stock, shares | 46,564 | ||||
Stock issued for intangible asset | $ 13 | 124,987 | 0 | $ 125,000 | 0 |
Stock issued for intangible asset, shares | 125,000 | 125,000 | |||
Stock issued for services | $ 38,555 | ||||
Stock issued for services, shares | 46,564 | ||||
Net Income (Loss) | $ 0 | 0 | (186,452) | $ (186,452) | 0 |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2020 | $ 1,468 | 3,005,145 | (3,467,311) | (460,698) | $ 0 |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 14,669,407 | ||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 1,486 | 3,189,140 | (4,326,338) | (1,135,712) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 14,855,792 | ||||
Sale of common stock | $ 1 | 5,999 | 0 | $ 6,000 | |
Sale of common stock, shares | 8,000 | 8,000 | |||
Stock issued for intangible asset | $ 0 | ||||
Stock issued for services | $ 6 | 29,862 | 0 | $ 29,868 | |
Stock issued for services, shares | 58,287 | 58,287 | |||
Net Income (Loss) | $ 0 | 0 | (137,325) | $ (137,325) | |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021 | $ 1,493 | $ 3,225,001 | $ (4,463,663) | $ (1,237,169) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 14,922,079 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ (137,325) | $ (186,452) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Depreciation and amortization | 295 | 610 |
Stock issued for services | 29,868 | 38,555 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 7,594 |
Accounts payable | 19,634 | 8,525 |
Accounts payable - related party | 14,198 | 0 |
Accrued legal fees | 7,474 | 31,250 |
Accrued payroll and payroll taxes | 46,034 | 52,534 |
Accrued liabilities | 12,609 | 35,598 |
Deferred revenue | (3,000) | 0 |
Accrued interest payable | 1,998 | 2,020 |
Net cash used in operating activities | (8,215) | (9,766) |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 6,000 | 2,001 |
Proceeds from issuance of related party debt and short-term advances | 1,750 | 745 |
Repayment of related party debt and short-term advances | (3,441) | 0 |
Net cash provided by financing activities | 4,309 | 2,746 |
NET CHANGE IN CASH | (3,906) | (7,020) |
CASH AT BEGINNING OF PERIOD | 3,906 | 7,313 |
CASH AT END OF PERIOD | 0 | 293 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for intangible asset | $ 0 | $ 125,000 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND OPERATIONS Organization and Current Operations On June 28, 2013, the Company was incorporated 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, discussed below. On August 13, 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, on August 1, 2017, Farmhouse Washington formed Farmhouse DTLA, Inc. (“DTLA”) in California as a wholly owned subsidiary. DTLA has an agreement with a medical marijuana growing and retail company based in Los Angeles which is subject to litigation. See Note 7. The Company has developed The WeedClub Platform, a professional social network platform to the regulated cannabis industry, which allows its members to digitally network with vetted cannabis industry stakeholders. The Company vets its WeedClub members to ensure their businesses are state compliant and have clean backgrounds which helps facilitate a sense of community and trust amongst its members. Within WeedClub, members utilize an increasing set of technology-based tools for discovering professional connections and information. The Company believes WeedClub will improve connectivity between enterprise cannabis professionals by adding more conventional social networking software and systems. The Company offers its WeedClub members group opportunities while advertising and consulting revenues are generated via the curated opportunities. 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 three months ended March 31, 2021, the Company had a net loss from operations of $129,417, consisting primarily of general and administrative and legal and professional expenses. In addition, as of March 31, 2021, the Company had stockholders’ deficit of $1,237,169 and no available cash on hand. In view of these matters, 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 financing 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 loans from Company officers and funds raised from the sale of its common stock will allow sufficient capital for operations and to continue as a going concern. Subsequent to March 31 ,2021, the board of directors authorized an offering of up to 1,000,000 shares of restricted common stock at $0.51 per share (the “Offering Price”), providing proceeds of up to $510,000 (the “Offering”). The Offering will be offered and sold only to investors that qualify as “accredited investors” as that term is defined in Regulation D. The Offering terminates on June 30, 2021. See Note 10. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 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 financial statements. Financial Statement Reclassification Certain amounts from the prior year’s financial statements have been reclassified in these unaudited interim consolidated financial statements to conform to the current year’s classifications. 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 statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 30, 2021. 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. 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 five types of revenue, including: (1) Subscription fees (2) Affiliate advertising 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 (4) Referral fees (5) Consulting and Other Revenues generated for the three months ended March 31, 2021 and 2020 were as follows: March 31, 2021 2020 Subscription fees $ - $ - Affiliate advertising 8,850 - Event Sales - - Referral fees 2,500 - Consulting and other - - $ 11,350 $ - No costs of revenues was incurred for the three months ended March 31, 2021 and 2020. Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share – Overall – Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that we incorporated as of the beginning of the first period presented. All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. As of March 31, 2021 and December 31, 2020, the Company had one convertible note with a principal value of $45,000. This note is convertible at a conversion price the note holder and the Company agree and therefore the number of shares it is convertible into is not determinable. Recently Issued Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
NOTE 3 - PROPERTY AND EQUIPMENT
NOTE 3 - PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 3 - PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment is comprised of the following: March 31, December 31, 2021 2020 (Unaudited) Computer equipment $ 9,604 $ 9,604 Less: Accumulated depreciation (8,627) (8,332) $ 977 $ 1,272 Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets, generally three years. Depreciation expense was $295 and $610 for the three months ended March 31, 2021 and 2020, respectfully. |
NOTE 4 - CONVERTIBLE NOTES PAYA
NOTE 4 - CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 4 - CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE Convertible notes payable is comprised of the following: March 31, December 31, 2021 2020 (Unaudited) Convertible note payable, interest rate of 18% accrued monthly, principal and interest due July 4, 2018, unsecured. In default. $ 45,000 $ 45,000 $ 45,000 $ 45,000 Interest expense related to the convertible note payable was $1,998 and $2,020 for the three months ended March 31, 2021 and 2020, respectively. Accrued interest on the convertible note payable was $30,093 and $28,095 as of March 31, 2021 and December 31, 2020, 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 interim condensed consolidated financial statements as of March 31, 2021 and December 31, 2020. |
NOTE 5 - DUE TO RELATED PARTIES
NOTE 5 - DUE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 5 - DUE TO RELATED PARTIES | NOTE 5 – DUE TO RELATED PARTIES Due to Related Parties is comprised of the following: March 31, December 31, 2021 2020 (unaudited) Cash advances $ 160,935 $ 148,428 Accrued interest payable 1,937 1,937 $ 162,872 $ 150,365 Cash advances are provided to the Company for operating expenses by Company officers, Evan Horowitz and Michael Landau, who are considered related parties under ASC No. 850, See Note 8. Company officers made cash advances of $1,750, personally paid Company expenses of $14,198 and were repaid $3,441 for the three months ended March 31, 2021. Company officers made cash advances of $745 and were repaid zero for the three months ended March 31, 2020. The cash advances are non-interest bearing and are unsecured. |
NOTE 9 - STOCKHOLDER'S EQUITY
NOTE 9 - STOCKHOLDER'S EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 9 - STOCKHOLDER'S EQUITY | NOTE 6 – 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 of directors, 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. Common stock transactions A summary of the Company’s common stock transactions for the three months ended March 31, 2021 is as follows: · · As a result of these transactions, the Company has 14,922,079 shares of common stock outstanding as of March 31, 2021. A summary of the Company’s common stock transactions for the three months ended March 31, 2020 is as follows: · · As a result of these transactions, the Company has 14,669,407 shares of common stock outstanding as of March 31, 2020. Subsequent to March 31, 2021, there were additional common stock transactions. See Note 10. Shares Reserved The Company is required to reserve and keep available of its authorized but unissued shares of common stock an amount sufficient to effect shares that could be issued in connection 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 March 31, 2021 and December 31, 2020. |
NOTE 7 - LITIGATION
NOTE 7 - LITIGATION | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 7 - LITIGATION | NOTE 7 – 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. 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 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 Judge overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI. See Note 10. |
NOTE 8 - RELATED PARTIES
NOTE 8 - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 8 - RELATED PARTIES | NOTE 8 – RELATED PARTIES Company Officers Company officers, Evan Horowitz and Michael Landau, are considered related parties under ASC No. 850. Cash advances are provided by Company officers to the Company for operating expenses and are owed $160,935 and $148,428 as of March 31, 2021 and December 31, 2020, respectively. See Note 5. Company officers own approximately 47.4% of the Company as of March 31, 2021. 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 9. Lang Financial Services, Inc. (“LFSI”) On February 8, 2021, the Company entered into a CFO Consulting and Advisory Agreement with LFSI pursuant to which Lanny R. Lang was elected and named CFO of the Company. In addition to monthly service fees, the Company issued 30,000 shares of common stock to LFSI. The Company recorded an expense of $15,300 during the three months ended March 31, 2021, based on the closing price of the Company’s common stock on the OTC Pink market. |
NOTE 9 - COMMITMENTS AND CONTIN
NOTE 9 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES In the normal course of its business, the Company may be subject to certain contractual obligations and litigation. In management’s opinion, upon consultation with legal counsel, there are no contractual obligations or current litigation that will materially affect the Company’s unaudited interim condensed consolidated financial position or results of operations. Lease Commitment The Company leases desk space in an incubator in San Francisco, CA at the rate of $700 per desk. This lease is month-to-month with one calendar month written notice to terminate. Indemnification Agreements The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such 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 March 31, 2021 and December 31, 2020. |
NOTE 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 10 - SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS As of 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 as of and for the three months ended March 31, 2021 other than those listed below and elsewhere in these unaudited interim condensed consolidated financial statements. Common Stock Offering In April 2021, the board of directors authorized an offering of up to 1,000,000 shares of common stock at $0.51 per share (the “Offering Price”), providing proceeds of up to $510,000 (the “Offering”). The Offering will be offered and sold only to investors that qualify as “accredited investors” as that term is defined in Regulation D. The Offering terminates on June 30, 2021. The board of directors also 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 under the Offering. The board of directors later resolved to provide anti-dilution protection to all investors who, in the last 12 months, invested at a per share price higher than the Offering Price, Common stock transactions A summary of the Company’s common stock transactions subsequent to March 31, 2021 is as follows: · · As a result of these transactions, the Company has 15,010,943 shares of common stock outstanding as of the date of this Report. Litigation As discussed in Note 7, on April 8, 2021, the Judge overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI. The judgment awards 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 judgment also appoints a monitor, to be supervised by the Judge, 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. No impact of this judgement has been reflected in the accompanying unaudited interim condensed consolidated financial statements since the amount of the judgement has not been determined. The Company is also reviewing the accounting treatment going forward. 2021 Omnibus Incentive Plan On May 12, 2021, the board of directors 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 signed a consent authorizing the 2021 OIP. 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 of directors and as reflected in the terms of the written option agreement. The option price shall not be less than 100% of the fair market value of the optioned common stock on the date the option is granted. The option price shall not be less than 110% of the fair market value of the optioned common stock for an optionee holding at the time of grant, more than 10% of the total combined voting power of all classes of stock of the Company. Options become exercisable based on the discretion of the board of directors of the Company and must be exercised within ten years from the date of grant (five years from date of grant for Company employees and directors). Any restricted stock awards to be granted under the 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. No options or restricted stock awards have been granted under the 2021 OIP as of the date of this Report. |
NOTE 1 - ORGANIZATION AND DES_2
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS: Going Concern and Management's Plans (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Going Concern and Management's Plans | 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 three months ended March 31, 2021, the Company had a net loss from operations of $129,417, consisting primarily of general and administrative and legal and professional expenses. In addition, as of March 31, 2021, the Company had stockholders’ deficit of $1,237,169 and no available cash on hand. In view of these matters, 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. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Principles of Consolidation | Principals of Consolidation The unaudited interim 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 financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Statement Reclassification (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Financial Statement Reclassification | Financial Statement Reclassification Certain amounts from the prior year’s financial statements have been reclassified in these unaudited interim consolidated financial statements to conform to the current year’s classifications. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Basis of Presentation | 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 statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 30, 2021. 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. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Use of Estimates | 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. |
NOTE 2 - SUMMARY OF SIGNIFICA_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Revenue Recognition | 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 five types of revenue, including: (1) Subscription fees (2) Affiliate advertising 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 (4) Referral fees (5) Consulting and Other Revenues generated for the three months ended March 31, 2021 and 2020 were as follows: March 31, 2021 2020 Subscription fees $ - $ - Affiliate advertising 8,850 - Event Sales - - Referral fees 2,500 - Consulting and other - - $ 11,350 $ - No costs of revenues was incurred for the three months ended March 31, 2021 and 2020. |
NOTE 2 - SUMMARY OF SIGNIFICA_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share – Overall – Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that we incorporated as of the beginning of the first period presented. All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. As of March 31, 2021 and December 31, 2020, the Company had one convertible note with a principal value of $45,000. This note is convertible at a conversion price the note holder and the Company agree and therefore the number of shares it is convertible into is not determinable. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition: Schedule of Revenue by Major Customers by Reporting Segments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Revenue by Major Customers by Reporting Segments | Revenues generated for the three months ended March 31, 2021 and 2020 were as follows: March 31, 2021 2020 Subscription fees $ - $ - Affiliate advertising 8,850 - Event Sales - - Referral fees 2,500 - Consulting and other - - $ 11,350 $ - |
NOTE 3 - PROPERTY AND EQUIPME_2
NOTE 3 - PROPERTY AND EQUIPMENT: Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Property and Equipment | March 31, December 31, 2021 2020 (Unaudited) Computer equipment $ 9,604 $ 9,604 Less: Accumulated depreciation (8,627) (8,332) $ 977 $ 1,272 |
NOTE 4 - CONVERTIBLE NOTES PA_2
NOTE 4 - CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | March 31, December 31, 2021 2020 (Unaudited) Convertible note payable, interest rate of 18% accrued monthly, principal and interest due July 4, 2018, unsecured. In default. $ 45,000 $ 45,000 $ 45,000 $ 45,000 |
NOTE 5 - DUE TO RELATED PARTI_2
NOTE 5 - DUE TO RELATED PARTIES: Schedule of Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Debt | March 31, December 31, 2021 2020 (unaudited) Cash advances $ 160,935 $ 148,428 Accrued interest payable 1,937 1,937 $ 162,872 $ 150,365 |
NOTE 1 - ORGANIZATION AND DES_3
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS: Going Concern and Management's Plans (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
LOSS FROM OPERATIONS | $ 129,417 | $ 159,856 | ||
Total stockholders' deficit | $ 1,237,169 | $ 460,698 | $ 1,135,712 | $ 439,802 |
NOTE 2 - SUMMARY OF SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition: Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Subscription Fees | ||
Total revenues | $ 0 | $ 0 |
Affiliate Advertising | ||
Total revenues | 8,850 | 0 |
Event Ticket and Sponsorship | ||
Total revenues | 0 | 0 |
Referral Fees | ||
Total revenues | 2,500 | 0 |
Consulting and other | ||
Total revenues | 0 | 0 |
Total revenues | $ 11,350 | $ 0 |
NOTE 3 - PROPERTY AND EQUIPME_3
NOTE 3 - PROPERTY AND EQUIPMENT: Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Computer equipment | $ 9,604 | $ 9,604 |
Less: Accumulated depreciation | (8,627) | (8,332) |
Property and equipment, net | $ 977 | $ 1,272 |
NOTE 3 - PROPERTY AND EQUIPME_4
NOTE 3 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Details | ||
Depreciation and amortization | $ 295 | $ 610 |
NOTE 4 - CONVERTIBLE NOTES PA_3
NOTE 4 - CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes payable | $ 45,000 | $ 45,000 |
Derivative Liability, Noncurrent | 45,000 | 45,000 |
Convertible Debt | ||
Convertible notes payable | $ 45,000 | $ 45,000 |
NOTE 4 - CONVERTIBLE NOTES PA_4
NOTE 4 - CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Interest expense related to convertible notes | $ 7,908 | $ 26,596 | |
Convertible Debt | |||
Interest expense related to convertible notes | 1,998 | $ 2,020 | |
Deposit Liabilities, Accrued Interest | $ 30,093 | $ 28,095 |
NOTE 5 - DUE TO RELATED PARTI_3
NOTE 5 - DUE TO RELATED PARTIES: Schedule of Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Due to related parties | $ 162,872 | $ 150,365 |
Cash advances | ||
Due to related parties | 160,935 | 148,428 |
Acrued interest payable | ||
Due to related parties | $ 1,937 | $ 1,937 |
NOTE 5 - DUE TO RELATED PARTI_4
NOTE 5 - DUE TO RELATED PARTIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Details | ||
Proceeds from issuance of related party debt and short-term advances | $ 1,750 | $ 745 |
Expenses paid by Related Party | 14,198 | |
Repayments of Related Party Debt | $ 3,441 | $ 0 |
NOTE 9 - STOCKHOLDER'S EQUITY (
NOTE 9 - STOCKHOLDER'S EQUITY (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Details | |||
Common Stock, Shares Authorized | 295,000,000 | 295,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Sale of common stock, shares | 8,000 | ||
Sale of common stock | $ 6,000 | $ 38,555 | |
Stock issued for services, shares | 58,287 | 46,564 | |
Stock issued for services | $ 29,868 | $ 38,555 | |
Common Stock, Shares, Outstanding | 14,922,079 | 14,855,792 | |
Stock issued for intangible asset, shares | 125,000 | ||
Stock issued for intangible asset | $ 0 | $ 125,000 |
NOTE 8 - RELATED PARTIES (Detai
NOTE 8 - RELATED PARTIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Due to related parties | $ 162,872 | $ 150,365 |
Cash advances | ||
Due to related parties | $ 160,935 | $ 148,428 |
NOTE 9 - COMMITMENTS AND CONT_2
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Details | |
Debt Instrument, Periodic Payment | $ 700 |