Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 29, 2022 | |
Details | ||
Registrant CIK | 0001811999 | |
Fiscal Year End | --12-31 | |
Registrant Name | FARMHOUSE, INC. /NV | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2022 | |
Tax Identification Number (TIN) | 46-3321759 | |
Number of common stock shares outstanding | 16,979,950 | |
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 | |
Securities Act File Number | 333-238326 | |
Entity Address, Address Line One | 548 Market Street | |
Entity Address, Address Line Two | Suite 90355 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
Entity Address, Address Description | Address of Principal Executive Office | |
City Area Code | 888 | |
Local Phone Number | 420-6856 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 0 | $ 3,780 |
Prepaid expenses | 3,810 | 3,750 |
Total current assets | 3,810 | 7,530 |
Property and equipment, net | 0 | 94 |
Intangible assets | 250 | 250 |
Total assets | 4,060 | 7,874 |
Current liabilities | ||
Accounts payable, including bank overdraft of $158 | 19,794 | 9,500 |
Accrued legal fees | 427,322 | 391,067 |
Accrued payroll and payroll taxes | 853,536 | 761,463 |
Accrued liabilities | 137,050 | 100,796 |
Accrued interest payable | 44,470 | 38,070 |
Convertible notes payable | 45,000 | 45,000 |
Notes payable | 82,650 | 75,030 |
Due to related parties | 155,780 | 158,191 |
Total current liabilities | 1,765,602 | 1,579,117 |
Stockholders' deficit | ||
Preferred Stock, Value | 0 | 0 |
Common Stock, Value | 1,596 | 1,570 |
Additional paid-in capital | 4,029,075 | 3,729,104 |
Accumulated deficit | (5,792,213) | (5,301,917) |
Total stockholders' deficit | (1,761,542) | (1,571,243) |
Total liabilities and stockholders' deficit | $ 4,060 | $ 7,874 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Details | ||
Bank Overdrafts | $ 158 | |
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 | 15,957,950 | 15,694,550 |
Common Stock, Shares, Outstanding | 15,957,950 | 15,694,550 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||||
Net revenues | $ 2,649 | $ 546 | $ 2,649 | $ 11,896 |
Total revenues | 2,649 | 546 | 2,649 | 11,896 |
OPERATING EXPENSES | ||||
General and administrative | 121,328 | 120,623 | 213,914 | 193,971 |
Professional fees | 128,064 | 124,310 | 253,793 | 191,436 |
Depreciation and amortization | 0 | 295 | 94 | 589 |
Total operating expenses | 249,392 | 245,228 | 467,801 | 385,996 |
LOSS FROM OPERATIONS | (246,743) | (244,682) | (465,152) | (374,100) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (9,336) | (11,485) | (25,144) | (19,392) |
Total other income (expense) | (9,336) | (11,485) | (25,144) | (19,392) |
Net Income (Loss) | $ (256,079) | $ (256,167) | $ (490,296) | $ (393,492) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.03) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 15,892,784 | 14,998,382 | 15,905,636 | 14,938,674 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
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 | |||
Stock issued for services | $ 6 | 29,862 | 0 | 29,868 |
Stock issued for services, shares | 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 | |||
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 | |||
Stock issued for services | 150,581 | |||
Stock issued for services, shares | 179,000 | |||
Stock-based compensation on RSA's vested | 0 | |||
Net Income (Loss) | (393,492) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021 | $ 1,513 | 3,370,694 | (4,719,830) | (1,347,623) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 15,131,656 | |||
Common stock issued for anti-dilution protection | 4 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021 | $ 1,493 | 3,225,001 | (4,463,663) | (1,237,169) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 14,922,079 | |||
Sale of common stock | $ 4 | 24,996 | 0 | 25,000 |
Sale of common stock, shares | 49,020 | |||
Stock issued for services | $ 12 | 120,701 | 0 | 120,713 |
Stock issued for services, shares | 120,713 | |||
Net Income (Loss) | $ 0 | 0 | (256,167) | (256,167) |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021 | $ 1,513 | 3,370,694 | (4,719,830) | (1,347,623) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 15,131,656 | |||
Common stock issued for anti-dilution protection | $ 4 | (4) | 0 | 0 |
Common stock issued for 'anti- dilution' protection, shares | 39,844 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | $ 1,570 | 3,729,104 | (5,301,917) | (1,571,243) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 15,694,550 | |||
Sale of common stock | $ 4 | 35,101 | 0 | 35,105 |
Sale of common stock, shares | 41,300 | |||
Stock issued for services | $ 10 | 69,402 | 0 | 69,412 |
Stock issued for services, shares | 100,500 | |||
Stock-based compensation on RSA's vested | $ 0 | 25,500 | 0 | 25,500 |
Net Income (Loss) | 0 | 0 | (234,217) | (234,217) |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022 | $ 1,584 | 3,859,107 | (5,536,134) | (1,675,443) |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 15,836,350 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | $ 1,570 | 3,729,104 | (5,301,917) | (1,571,243) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 15,694,550 | |||
Sale of common stock | 59,415 | |||
Sale of common stock, shares | 69,900 | |||
Stock issued for services | 189,582 | |||
Stock issued for services, shares | 193,500 | |||
Stock-based compensation on RSA's vested | 51,000 | |||
Net Income (Loss) | (490,296) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022 | $ 1,596 | 4,029,075 | (5,792,213) | (1,761,542) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 15,957,950 | |||
Common stock issued for anti-dilution protection | 0 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2022 | $ 1,584 | 3,859,107 | (5,536,134) | (1,675,443) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 15,836,350 | |||
Sale of common stock | $ 3 | 24,307 | 0 | 24,310 |
Sale of common stock, shares | 28,600 | |||
Stock issued for services | $ 9 | 120,161 | 0 | 120,170 |
Stock issued for services, shares | 93,000 | |||
Stock-based compensation on RSA's vested | 25,500 | 0 | 25,500 | |
Net Income (Loss) | $ 0 | 0 | (256,079) | (256,079) |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022 | $ 1,596 | $ 4,029,075 | $ (5,792,213) | $ (1,761,542) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 15,957,950 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (490,296) | $ (393,492) |
Adjustments to reconcile net income (loss) to net cash used by operating activities | ||
Depreciation and amortization | 94 | 589 |
Stock issued for services | 189,582 | 150,581 |
Stock-based compensation on RSA's vested | 51,000 | 0 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (60) | (2,332) |
Accounts payable | 10,294 | 7,496 |
Accrued legal fees | 36,255 | 20,940 |
Accrued payroll and payroll taxes | 92,073 | 92,070 |
Accrued liabilities | 36,254 | 19,228 |
Deferred revenue | 0 | (3,000) |
Accrued interest payable | 6,400 | 4,139 |
Net cash used in operating activities | (68,404) | (103,781) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 59,415 | 31,000 |
Proceeds from borrowings on Note Payable | 7,620 | 50,000 |
Borrowings of related party debt and short-term advances | 0 | 29,436 |
Repayment of related party debt and short-term advances | (2,411) | (5,023) |
Net cash provided by financing activities | 64,624 | 105,413 |
NET CHANGE IN CASH | (3,780) | 1,632 |
CASH AT BEGINNING OF PERIOD | 3,780 | 3,906 |
CASH AT END OF PERIOD | 0 | 5,538 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for intangible asset | 0 | 0 |
Disposal of property and equipment | 0 | 2,292 |
Common stock issued for anti-dilution protection | $ 0 | $ 4 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 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. On April 8, 2021, DTLA was awarded a 49% equity interest in a Los Angeles based multi-licensed cannabis retail dispensary, grow, manufacturer and distributor called Los Angeles Farmers, Inc. (“LAFI”). 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. See Note 9. Current Operations The Company is a technology company with multiple cannabis related divisions and IP, including the WeedClub® Platform, a professional social network platform to the regulated cannabis 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 its 420 Twitter handle. 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 six months ended June 30, 2022, the Company 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, the Company had stockholders’ deficit of $1,761,542 and available cash on hand of zero. 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. 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
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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 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 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, 2022 included cash in banks. The Company considers all highly liquid instruments with maturity dates within 90 days at the time of issuance to be cash equivalents. 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, 2021 filed with the Securities and Exchange Commission on April 22, 2022. 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 six types of revenue, including: (1) Subscription fees (2) Affiliate advertising (3) Event Sales met at the time the event takes place, accordingly, the Company recognizes revenue at the time the event takes place. (4) Referral fees (5) Consulting and Other (6) License revenues Revenues generated for the three and six months ended June 30, 2022 and 2021 were as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Subscription fees $ 149 $ 546 $ 149 $ 546 Affiliate advertising - - - 8,850 Event Sales - - - - Referral fees - - - 2,500 Consulting and other - - - - License revenues 2,500 - 2,500 - Total revenues $ 2,649 $ 546 $ 2,649 $ 11,896 The corresponding costs of revenues associated with affiliate advertising revenues was $8,000 for the six months ended June 30, 2021. 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 June 30, 2022 and December 31, 2021, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 3 - PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment is comprised of the following: June 30, December 31, 2022 2021 (Unaudited) Computer equipment $ 7,312 $ 7,312 Less: Accumulated depreciation (7,312) (7,218) $ - $ 94 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, 2022 and 2021, respectfully. |
NOTE 4 - CONVERTIBLE NOTE PAYAB
NOTE 4 - CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 4 - CONVERTIBLE NOTE PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE Convertible note payable is comprised of a promissory note to an unrelated individual in the amount of $45,000 as of June 30, 2022 and December 31, 2021, respectively. Principal and interest was originally due on July 4, 2018 and is currently in default. The loan bears interest at 18% per annum, accrued monthly and is unsecured. 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, 2022 and December 31, 2021. |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 5 - NOTES PAYABLE | NOTE 5 – NOTES PAYABLE Notes payable is comprised of the following: June 30, December 31, 2022 2021 (Unaudited) Borrowing under loan agreement, 6% per annum, personally guaranteed. $ 50,000 $ 50,000 Note payable, 6% per annum, unsecured. 32,650 25,030 $ 82,650 $ 75,030 On 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 As of June 30, 2022, this loan is in default. 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. |
NOTE 6 - DUE TO RELATED PARTIES
NOTE 6 - DUE TO RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 6 - DUE TO RELATED PARTIES | NOTE 6 – DUE TO RELATED PARTIES Due to Related Parties totaled $155,780 and $158,191 as of June 30, 2022 and December 31, 2021, 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 six 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, Company officers made cash advances of $29,436 and were repaid $5,023. 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. |
NOTE 7 - STOCKHOLDER'S EQUITY
NOTE 7 - STOCKHOLDER'S EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 7 - STOCKHOLDER'S EQUITY | 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 Board designated 500,000 of Series A 10% Cumulative Convertible Participating Preferred Stock. See Note 12. Common Stock Offering On February 1, 2022, the 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. Common stock transactions A summary of the Company’s common stock transactions for the six months ended June 30, 2022 is as follows: · · As a result of these transactions, the Company has 15,957,950 shares of common stock outstanding as of June 30, 2022. · · · · 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 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 June 30, 2022 and December 31, 2021. |
NOTE 8 - STOCK-BASED COMPENSATI
NOTE 8 - STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 8 - STOCK-BASED COMPENSATION | NOTE 8 – STOCK-BASED COMPENSATION 2021 Omnibus Incentive Plan On 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. Restricted Stock Awards A summary of the Company’s non-vested restricted stock awards as of June 30, 2022 and changes for the six months then ended is presented below: Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested restricted stock awards, Dec. 31, 2021 150,000 $ 1.02 Awarded - Vested (50,000) 1.02 Forfeited - Non-vested restricted stock awards, June 30, 2022 100,000 $ 1.02 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. 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 additional RSA’s of 1,022,000 shares of common stock under the 2021 OIP to Company officers, directors, and consultants. See Note 12. |
NOTE 9 - LITIGATION
NOTE 9 - LITIGATION | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 9 - LITIGATION | 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. 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 February 2021, a four-day arbitration hearing was held at Judicate West. On 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 on June 1, 2021, the amount was confirmed by the Los Angeles County Superior Court as a Judgment. In July 2021, DTLA received reimbursement costs in the amount of $22,382, which is recorded as other income for the year ended December 31, 2021. Between July and December 2021, the Monitor undertook a detailed process to determine the value of the 49% of profits and proceeds from 2017 to the present that DTLA is entitled to, in addition to the 10% prejudgment interest. The Monitor’s report was completed in January 2022. Based on the information in the Monitor’s report, DTLA has requested that the Arbitrator issue an award of back profits and interest and order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. An evidentiary hearing has been scheduled by the Arbitrator to commence on October 31, 2022 to determine what DTLA is owed. Accordingly, the impact of the DLTA Judgment has not been reflected in the accompanying consolidated financial statements as of June 30, 2022. On August 25, 2022, a receiver was appointed by the Los Angeles County Superior Court to assume control of LAFI. As the receiver was just appointed and has not had an opportunity to assume full control of LAFI, the impact of the appointment of the receiver is unknown at this time. Subsequent to June 30, 2022, the Company received $225,000 of funding under a Litigation Funding Agreement with Legalist Fund III, LP. See Note 12. |
NOTE 11 - RELATED PARTIES
NOTE 11 - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 11 - RELATED PARTIES | 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 and $158,191 by the Company as of June 30, 2022 and December 31, 2022, respectively. 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 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 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 CONTI
NOTE 11 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 11 - COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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 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 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 June 30, 2022 and December 31, 2021. |
NOTE 12 - SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
NOTE 12 - SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS As of August 29, 2022, 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. 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 unrelated party totaling $32,650, together with accrued interest of $1,253, were paid in full (Note 5) and-, 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: Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested restricted stock awards, June 30, 2022 100,000 $ 1.020 Awarded – Company officers 400,000 0.190 Awarded – LFSI 200,000 0.190 Awarded – Company director 200,000 0.190 Awarded – Consultants 222,000 0.190 Vested - - Forfeited - Non-vested restricted stock awards, August 29, 2022 1,122,000 $ 0.264 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. 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. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Principles of Consolidation | 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 financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Statement Reclassification (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Financial Statement Reclassification | 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. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents as of June 30, 2022 included cash in banks. The Company considers all highly liquid instruments with maturity dates within 90 days at the time of issuance to be cash equivalents. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 filed with the Securities and Exchange Commission on April 22, 2022. 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_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 six types of revenue, including: (1) Subscription fees (2) Affiliate advertising (3) Event Sales met at the time the event takes place, accordingly, the Company recognizes revenue at the time the event takes place. (4) Referral fees (5) Consulting and Other (6) License revenues Revenues generated for the three and six months ended June 30, 2022 and 2021 were as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Subscription fees $ 149 $ 546 $ 149 $ 546 Affiliate advertising - - - 8,850 Event Sales - - - - Referral fees - - - 2,500 Consulting and other - - - - License revenues 2,500 - 2,500 - Total revenues $ 2,649 $ 546 $ 2,649 $ 11,896 The corresponding costs of revenues associated with affiliate advertising revenues was $8,000 for the six months ended June 30, 2021. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) per Common Share (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, 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_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition: Schedule of Revenue by Major Customers by Reporting Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tables/Schedules | |
Schedule of Revenue by Major Customers by Reporting Segments | Revenues generated for the three and six months ended June 30, 2022 and 2021 were as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Subscription fees $ 149 $ 546 $ 149 $ 546 Affiliate advertising - - - 8,850 Event Sales - - - - Referral fees - - - 2,500 Consulting and other - - - - License revenues 2,500 - 2,500 - Total revenues $ 2,649 $ 546 $ 2,649 $ 11,896 |
NOTE 3 - PROPERTY AND EQUIPME_2
NOTE 3 - PROPERTY AND EQUIPMENT: Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tables/Schedules | |
Property and Equipment | Property and equipment is comprised of the following: June 30, December 31, 2022 2021 (Unaudited) Computer equipment $ 7,312 $ 7,312 Less: Accumulated depreciation (7,312) (7,218) $ - $ 94 |
NOTE 5 - NOTES PAYABLE_ Schedul
NOTE 5 - NOTES PAYABLE: Schedule of Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tables/Schedules | |
Schedule of Debt | Notes payable is comprised of the following: June 30, December 31, 2022 2021 (Unaudited) Borrowing under loan agreement, 6% per annum, personally guaranteed. $ 50,000 $ 50,000 Note payable, 6% per annum, unsecured. 32,650 25,030 $ 82,650 $ 75,030 |
NOTE 8 - STOCK-BASED COMPENSA_2
NOTE 8 - STOCK-BASED COMPENSATION: Schedule of Nonvested Restricted Stock Units Activity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tables/Schedules | |
Schedule of Nonvested Restricted Stock Units Activity | Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested restricted stock awards, Dec. 31, 2021 150,000 $ 1.02 Awarded - Vested (50,000) 1.02 Forfeited - Non-vested restricted stock awards, June 30, 2022 100,000 $ 1.02 |
NOTE 1 - ORGANIZATION AND DES_2
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Details | ||||||||
LOSS FROM OPERATIONS | $ (246,743) | $ (244,682) | $ (465,152) | $ (374,100) | ||||
Total stockholders' deficit | 1,761,542 | 1,347,623 | 1,761,542 | 1,347,623 | $ 1,675,443 | $ 1,571,243 | $ 1,237,169 | $ 1,135,712 |
Cash and cash equivalents | $ 0 | $ 5,538 | $ 0 | $ 5,538 | $ 3,780 | $ 3,906 |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition: Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subscription Fees | ||||
Net revenues | $ 149 | $ 546 | $ 149 | $ 546 |
Affiliate Advertising | ||||
Net revenues | 0 | 0 | 0 | 8,850 |
Event Ticket and Sponsorship | ||||
Net revenues | 0 | 0 | 0 | 0 |
Referral Fees | ||||
Net revenues | 0 | 0 | 0 | 2,500 |
Consulting and other | ||||
Net revenues | 0 | 0 | 0 | 0 |
License Revenues | ||||
Net revenues | 2,500 | 0 | 2,500 | 0 |
Net revenues | $ 2,649 | $ 546 | $ 2,649 | $ 11,896 |
NOTE 2 - SUMMARY OF SIGNIFIC_12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Details) | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Details | |
Cost of Revenue | $ 8,000 |
NOTE 3 - PROPERTY AND EQUIPME_3
NOTE 3 - PROPERTY AND EQUIPMENT: Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Details | ||
Computer equipment | $ 7,312 | $ 7,312 |
Less: Accumulated depreciation | (7,312) | (7,218) |
Property and equipment, net | $ 0 | $ 94 |
NOTE 3 - PROPERTY AND EQUIPME_4
NOTE 3 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Details | ||||
Depreciation and amortization | $ 0 | $ 94 | $ 94 | $ 589 |
NOTE 4 - CONVERTIBLE NOTE PAY_2
NOTE 4 - CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Convertible notes payable | $ 45,000 | $ 45,000 | $ 45,000 | ||
Interest Expense | $ 9,336 | $ 11,485 | $ 25,144 | $ 19,392 | |
Convertible Debt | |||||
Debt Instrument, Interest Rate, Effective Percentage | 18% | 18% | |||
Interest Expense | $ 4,017 | $ 4,017 | |||
Deposit Liabilities, Accrued Interest | $ 40,212 | $ 40,212 | $ 36,194 |
NOTE 5 - NOTES PAYABLE_ Sched_2
NOTE 5 - NOTES PAYABLE: Schedule of Debt (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Notes payable | $ 82,650 | $ 75,030 |
Note 1 | ||
Notes payable | 50,000 | 50,000 |
Note 2 | ||
Notes payable | $ 32,650 | $ 25,030 |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Proceeds from borrowings on Note Payable | $ 7,620 | $ 50,000 | |||
Interest Expense | $ 9,336 | $ 11,485 | 25,144 | 19,392 | |
Lender | |||||
Proceeds from borrowings on Note Payable | $ 50,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 6% | 6% | |||
Interest Expense | $ 1,488 | $ 123 | |||
Deposit Liabilities, Accrued Interest | $ 3,123 | 3,123 | $ 1,635 | ||
Unrelated Individual | |||||
Proceeds from borrowings on Note Payable | $ 10,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 6% | 6% | |||
Interest Expense | $ 894 | ||||
Deposit Liabilities, Accrued Interest | $ 1,135 | $ 1,135 | $ 241 |
NOTE 6 - DUE TO RELATED PARTI_2
NOTE 6 - DUE TO RELATED PARTIES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Due to related parties | $ 155,780 | $ 158,191 | $ 158,191 |
Repayments of Related Party Debt | 2,411 | 5,023 | |
Borrowings of related party debt and short-term advances | $ 0 | 29,436 | |
Cash Advance | |||
Borrowings of related party debt and short-term advances | $ 29,436 |
NOTE 7 - STOCKHOLDER'S EQUITY (
NOTE 7 - STOCKHOLDER'S EQUITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 295,000,000 | 295,000,000 | 295,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sale of common stock | $ 24,310 | $ 35,105 | $ 25,000 | $ 6,000 | $ 59,415 | ||
Stock issued for services | $ 120,170 | $ 69,412 | $ 120,713 | $ 29,868 | $ 189,582 | $ 150,581 | |
Common Stock, Shares, Outstanding | 15,957,950 | 15,131,656 | 15,957,950 | 15,694,550 | |||
Common Stock | |||||||
Sale of common stock, shares | 28,600 | 41,300 | 49,020 | 8,000 | 69,900 | ||
Sale of common stock | $ 3 | $ 4 | $ 4 | $ 1 | |||
Stock issued for services, shares | 93,000 | 100,500 | 120,713 | 58,287 | 193,500 | 179,000 | |
Stock issued for services | $ 9 | $ 10 | $ 12 | $ 6 | |||
Common stock issued for 'anti- dilution' protection, shares | 39,844 |
NOTE 8 - STOCK-BASED COMPENSA_3
NOTE 8 - STOCK-BASED COMPENSATION: Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Details | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 100,000 | 150,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 1.02 | $ 1.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | (50,000) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 1.02 |
NOTE 8 - STOCK-BASED COMPENSA_4
NOTE 8 - STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Details | ||||
Stock-based compensation on RSA's vested | $ 25,500 | $ 25,500 | $ 51,000 | $ 0 |
Unrecognized Stock-based compensation on RSA's vested | $ 102,000 | $ 102,000 |
NOTE 11 - RELATED PARTIES (Deta
NOTE 11 - RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Due to related parties | $ 155,780 | $ 155,780 | $ 158,191 | $ 158,191 | |
Stock-based compensation on RSA's vested | 25,500 | $ 25,500 | 51,000 | $ 0 | |
Unrecognized Stock-based compensation on RSA's vested | $ 102,000 | $ 102,000 | |||
Common Stock | |||||
Common stock issued for Restricted Stock Award, shares | 200,000 | ||||
Restricted Stock Award, Shares Vested | 25,000 | ||||
Stock-based compensation on RSA's vested | $ 0 |
NOTE 11 - COMMITMENTS AND CON_2
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued liabilities | $ 137,050 | $ 100,796 |
Office Equipment | ||
Debt Instrument, Periodic Payment | 700 | |
Accrued liabilities | $ 8,050 |