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NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 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 includes Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”). DTLA is party to certain litigation. See Note 9.

 

Current Operations

 

The Company is a technology company with multiple cannabis related divisions and IP, including the WeedClub® Platform, the @420 Twitter handle and a Web3 division. The WeedClub® Platform is a cannabis social network platform that enables industry 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’s @420 Twitter handle serves as a public platform to engage with cannabis enthusiasts. The Company’s Web3 division, launched in December 2021, facilitates licensing opportunities between established cannabis brands and influential digital collectible holders to launch digital collectible branded products and accessories.

 

Memorandum of Understanding

 

On May 17, 2024, the Company executed a non-binding Memorandum of Understanding (“MOU”) which establishes the framework for a proposed acquisition of all membership interests of Thrown, LLC (“Thrown”). Thrown, operating under the brand Nappy Boy Dranks, is a joint venture beverage firm led by T-Pain, the Grammy Award-winning artist, professional gamer, and entrepreneur (“T-Pain”). Thrown’s premier product, T-Pain’s GamerShot, is a zero-crash, focus-enhancing functional esports beverage, featuring a proprietary Nootropic Energy Blend and conveniently packaged in 2-ounce servings.

 

The MOU provides for consideration to Thrown of a) equity deposit of $75,000 in Company shares, subject to lockup and specific return conditions, b) cash compensation contingent on the Company raising $5-$10 million in equity financing, c) equity compensation involving issuance of 5,130,000 shares to Thrown, d) expense reimbursement up to $100,000 for organizational and operating expenses, e) license payment of $50,000 to Nappy Boy Dranks, LLC, and f) additional shares based on sales milestones to be negotiated.

 

While the MOU outlines the parties’ intent to negotiate in good faith a definitive agreement while highlighting certain binding terms regarding exclusivity and confidentiality, it does not guarantee that the transaction will be completed. The parties are committed to negotiating in good faith and working towards a definitive agreement, but there are many variables and conditions that must be met for the transaction to close successfully. Therefore, there is no assurance that the MOU will result in a final agreement or that the transaction will be consummated.

 

Subsequent to June 30, 2024, the parties agreed to a price per share of the Company’s stock of $0.40 and the Company issued 187,500 shares of common stock to Thrown as the equity deposit of $75,000 as provided in the MOU. The fair market value of the stock on July 6, 2024 was $0.1396 or $26,175. See Note 12.

 

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, 2024, the Company had a net loss from operations of $255,190 and as of June 30, 2024, the Company had stockholders’ deficit of $2,172,681. 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.