NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
Sep. 30, 2024
Notes
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND OPERATIONS *Organization* The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. 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”). The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company. The consolidated financial statements also include Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”). *Current Operations* The Company is a technology business with multiple divisions and a portfolio of intellectual property, including the WeedClub® platform, the @420 Twitter handle, and a Web3 division. The Web3 division, launched in December 2021, was intended to facilitate licensing opportunities between established cannabis brands and holders of influential digital collectibles for the launch of branded digital products and accessories. Revenues from this initiative have been limited, and the Company has ceased pursuing this line of business. The Company is now pursuing acquisition opportunities to leverage its public structure and enhance shareholder value. In line with this strategy, on September 10, 2024, the Company entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Under the SEA, the Company will acquire all membership interests of Thrown in exchange for 5,130,000 newly issued shares of common stock. This represents approximately 25% of the Company’s total issued and outstanding shares following the closing of the transaction. As part of the SEA, Thrown’s management team, including key executives, will continue to operate the business under the Company’s ownership. The transaction also includes an Earnout Agreement that provides performance-based incentives, a Voting Agreement that outlines provisions concerning the voting rights related to the Company’s board composition and matters surrounding the SEA, and an Investor Rights and Management Agreement that will govern future operations and establish ongoing governance structures. The transaction is subject to customary closing conditions, including the Company entering into a financing agreement to raise between $5 million and $10 million. The transaction is structured to qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code. Completion of the transaction remains subject to various conditions, and there can be no assurance that the SEA will close. As of April 25, 2025, the date of this report, the SEA has not closed, and the Company and Thrown remain in discussions. See Note 3 and 14. *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 nine months ended September 30, 2024, the Company had a net loss from operations of $321,456 and as of September 30, 2024, the Company had stockholders’ deficit of $2,247,804. In view of these matters, the recoverability of any asset amounts shown in the accompanying unaudited interim condensed consolidated financial statements is dependent upon the Company’s ability to expand operations and achieve profitability from its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has financed its activities principally from the sale of its common stock, loans and advances from Company officers, and loans from third parties. The Company intends to finance its future working capital needs from these sources until such time that funds provided by operations are sufficient to fund working capital requirements. Management believes that loans and advances from Company officers, funds raised from the sale of its common stock, and funds raised from loans with third parties allow the Company sufficient capital for operations and to continue as a going concern.

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. 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”). The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company. The consolidated financial statements also include Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”).

Current Operations

The Company is a technology business with multiple divisions and a portfolio of intellectual property, including the WeedClub® platform, the @420 Twitter handle, and a Web3 division. The Web3 division, launched in December 2021, was intended to facilitate licensing opportunities between established cannabis brands and holders of influential digital collectibles for the launch of branded digital products and accessories. Revenues from this initiative have been limited, and the Company has ceased pursuing this line of business. The Company is now pursuing acquisition opportunities to leverage its public structure and enhance shareholder value.

In line with this strategy, on September 10, 2024, the Company entered into a Share Exchange Agreement (“SEA”) with Thrown, LLC (“Thrown”) and its members. Under the SEA, the Company will acquire all membership interests of Thrown in exchange for 5,130,000 newly issued shares of common stock. This represents approximately 25% of the Company’s total issued and outstanding shares following the closing of the transaction.

As part of the SEA, Thrown’s management team, including key executives, will continue to operate the business under the Company’s ownership. The transaction also includes an Earnout Agreement that provides performance-based incentives, a Voting Agreement that outlines provisions concerning the voting rights related to the Company’s board composition and matters surrounding the SEA, and an Investor Rights and Management Agreement that will govern future operations and establish ongoing governance structures.

The transaction is subject to customary closing conditions, including the Company entering into a financing agreement to raise between $5 million and $10 million. The transaction is structured to qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code. Completion of the transaction remains subject to various conditions, and there can be no assurance that the SEA will close. As of April 25, 2025, the date of this report, the SEA has not closed, and the Company and Thrown remain in discussions. See Note 3 and 14.

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 nine months ended September 30, 2024, the Company had a net loss from operations of $321,456 and as of September 30, 2024, the Company had stockholders’ deficit of $2,247,804. In view of these matters, the recoverability of any asset amounts shown in the accompanying unaudited interim condensed consolidated financial statements is dependent upon the Company’s ability to expand operations and achieve profitability from its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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