Item 1.Interim condensed consolidated financial statements3

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

and Results of Operations20

Item 3.Quantitative and Qualitative Disclosures about Market Risk32

Item 4.Controls and Procedures32

PART II – OTHER INFORMATION33

Item 1.Legal Proceedings33

Item 1A.Risk Factors34

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34

Item 3.Defaults Upon Senior Securities36

Item 4.Mine Safety Disclosures36

Item 5.Other Information36

Item 6.Exhibits36

SIGNATURE37

CERTIFICATIONS38

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FARMHOUSE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

~~September 30, 2020 (Unaudited) and December 31, 2019~~

ASSETS

September 30,

December 31,

2020

2019
Current Assets

  Cash and cash equivalents
$         863

$         7,313
  Accounts receivable
               -

          7,594

Total Current Assets
        863

         14,907

Property and equipment, net
        1,566

          3,187
Intangibles, net
    455,000

       330,000

Total Assets
$   457,429

$     348,094

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

  Accounts payable and accrued liabilities
$   917,124

       $    631,176
  Convertible notes payable, net of discount of $0 and $0
      45,000

         45,000
  Related party payables
    140,638

       111,720

Total Current Liabilities
  1,102,762

       787,896

Stockholders' Equity (Deficit)

  Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
            -

              -
  Common stock, $0.0001 par value, 295,000,000 shares authorized, 14,778,838 and 14,497,843 shares issued and outstanding
        1,479

          1,450
  Additional paid-in capital
  3,102,065

    2,841,608
  Subscription receivable
            -

         (2,001)
  Accumulated deficit
(3,748,877)

   (3,280,859)

Total stockholders' equity (deficit)
   (645,333)

     (439,802)

Total Liabilities and Stockholders' Equity (Deficit)
$   457,429

$     348,094

	September 31,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	116,114	$	3,780
Accounts receivable		4,974		-
Prepaid expenses		7,620		3,750
Total current assets		128,708		7,530

Property and equipment, net		-		94
Intangible assets		250		250
Total assets	$	128,958	$	7,874

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,855	$	9,500
Accrued legal fees		338,224		391,067
Accrued payroll and payroll taxes		899,572		761,463
Accrued liabilities		144,050		100,796
Accrued interest payable		46,133		38,070
Convertible notes payable		45,000		45,000
Notes payable		275,000		75,030
Due to related parties		88,784		158,191
Total current liabilities		1,841,618		1,579,117

Stockholders’ deficit:
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding		-		-
Common stock; $0.0001 par value, 295,000,000 shares authorized, 17,027,950 and 15,694,550 shares issued and outstanding, respectively		1,703		1,570
Additional paid-in capital		4,102,918		3,729,104
Accumulated deficit		(5,817,281)		(5,301,917)
Total stockholders’ deficit		(1,712,660)		(1,571,243)
Total liabilities and stockholders’ deficit	$	128,958	$	7,874

The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~For the Three and Nine Months Ended September 30, 2020 and 2019~~

~~(Unaudited)~~(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,
2020

2019

2020

2019

Net revenues

$       5,000

$            -

$       7,940

$     18,750

Total revenues

         5,000

$            -

         7,940

       18,750

Operating expenses

  General and administrative expenses
     156,698

     147,422

     435,295

     462,614

Total operating expenses
     156,698

     147,422

     435,295

     462,614

Loss from operations
    (151,698)

     (147,422)

    (427,355)

    (443,864)

Other income (expense):

  Interest expense
     (2,309)

       (2,387)

     (40,663)

       (10,406)

Total other expense
     (2,309)

       (2,387)

     (40,663)

       (10,406)

Loss from operations before income taxes
    (154,007)

     (149,809)

    (468,018)

    (454,270)

Income taxes

             -

             -

             -

             -

Net Income (loss)
    (154,007)

     (149,809)

    (468,018)

    (454,270)

Net income (loss) per common share

  Basic and diluted
$       (0.01)

$       (0.01)

$       (0.03)

$       (0.04)

Weighted average common shares; basic and diluted
14,722,264

12,971,918

14,659,590

11,801,747

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022			2021

REVENUES
Net revenues	$	4,974	$	149	$	7,623		$	12,045
Total revenues		4,974		149		7,623			12,045

COSTS OF REVENUES
Costs of revenues		2,487		-		2,487			8,000
Total costs of revenues		2,487		-		2,487			8,000

GROSS MARGIN		2,487		149		5,136			4,045

OPERATING EXPENSES
General and administrative		103,636		130,337		317,550			316,308
Professional fees		73,294		118,004		327,087			309,440
Depreciation and amortization		-		294		94			883
Total operating expenses		176,930		248,635		644,731			626,631
							��
LOSS FROM OPERATIONS		(174,443)		(248,486)		(639,595)			(622,586)

OTHER INCOME (EXPENSE):
Recovery of expense in litigation		-		22,382		-			22,382
Gain on extinguishment of debt		-		14,220		-			14,220
Gain on sale of domain name		165,000		-		165,000
Interest expense		(15,625)		(12,837)		(40,769)			(32,229)
Total other income (expense)		149,375		23,765		124,231			4,373

NET LOSS	$	(25,068)	$	(224,721)	$	(515,364)		$	(618,213)

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00)	$	(0.01)	$	(0.03)		$	(0.04)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		16,803,061		15,337,287		16,147,094			15,032,325

The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2022
(unaudited)

	Common Stock					Accumulated
	Shares	Par Value		Paid-in Capital		Deficit		Total

Balance at December 31, 2021	15,694,550	$	1,570	$	3,729,104	$	(5,301,917)	$	(1,571,243)

Common stock sold	41,300		4		35,101		-		35,105
Common stock issued for services	100,500		10		69,402		-		69,412
Stock-based compensation on RSA's vested	-		-		25,500		-		25,500
Net loss	-		-		-		(234,217)		(234,217)
Balance at March 31, 2022	15,836,350		1,584		3,859,107		(5,536,134)		(1,675,443)

Common stock sold	28,600		3		24,307		-		24,310
Common stock issued for services	93,000		9		120,161		-		120,170
Stock-based compensation on RSA's vested					25,500		-		25,500
Net loss	-		-		-		(256,079)		(256,079)
Balance at June 30, 2022	15,957,950		1,596		4,029,075		(5,792,213)		(1,761,542)

Common stock issued for Restricted Stock Award	1,070,000		107		(107)				-
Stock-based compensation on RSA's vested					73,950				73,950
Net loss							(25,068)		(25,068)
Balance at September 30, 2022	17,027,950	$	1,703	$	4,102,918	$	(5,817,281)	$	(1,712,660)

The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2021
(unaudited)

	Common Stock					Accumulated
	Shares	Par Value		Paid-in Capital		Deficit		Total

Balance at December 31, 2020	14,855,792	$	1,486	$	3,189,140	$	(4,326,338)	$	(1,135,712)

Common stock sold	8,000		1		5,999		-		6,000
Common stock issued for services	58,287		6		29,862		-		29,868
Net loss	-		-		-		(137,325)		(137,325)
Balance at March 31, 2021	14,922,079		1,493		3,225,001		(4,463,663)		(1,237,169)

Common stock sold	49,020		4		24,996		-		25,000
Common stock issued for "anti- dilution" protection	39,844		4		(4)		-		-
Common stock issued for services	120,713		12		120,701		-		120,713
Net loss	-		-		-		(256,167)		(256,167)
Balance at June 30, 2021	15,131,656		1,513		3,370,694		(4,719,830)		(1,347,623)

Common stock sold	189,216		19		96,481		-		96,500
Common stock issued for Restricted Stock Award	200,000		20		(20)		-		-
Stock-based compensation on RSA's vested	-		-		25,500		-		25,500
Common stock issued for settlement of liabilities	30,000		3		15,777		-		15,780
Common stock issued for services	67,178		7		78,480		-		78,487
Net loss	-		-		-		(224,721)		(224,721)
Balance at September 30, 2021	15,618,050	$	1,562	$	3,586,912	$	(4,944,551)	$	(1,356,077)

The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~For the Three Months Ended September 30, 2020 and 2019~~

~~(Unaudited)~~

Additional

Total

Common Stock

Paid-In

Subscription

Accumulated

Stockholders'
Shares

Amount

Capital

Receivable

Deficit

Equity
Balance at June 30, 2020
     14,722,264

$            1,473

$     3,045,497

$                  -

$    (3,594,870)

$       (547,900)
  Stock issued for services
              56,574

                    6

              56,568

                    -

                    -

              56,574
Net loss for the three months ended

September 30, 2020
                    -

                    -

                    -

                    -

         (154,007)

         (154,007)

Balance at September 30, 2020
     14,778,838

$            1,479

$     3,102,065

$                  -

$    (3,748,877)

$       (645,333)

Additional

Total

Common Stock

Paid-In

Subscription

Accumulated

Stockholders'

Shares

Amount

Capital

Receivable

Deficit

Equity
Balance at June 30, 2019
     11,364,186

$            1,136

$     2,768,356

$           (2,001)

$    (3,022,248)

$       (254,757)
Sale of common stock
21,875

2

34,998

(35,000)

                    -

                    -
Stock issued for services
13,709

                    1

24,990

                    -

                    -

24,991
Stock issued in reorganization
3,059,422

306

(11,798)

                    -

                    -

(11,492)

Net loss for the three months ended

September 30, 2019
                    -

                    -

                    -

                    -

(149,809)

           (149,809)

Balance at September 30, 2019
     14,459,192

$            1,445

$     2,816,546

$          (37,001)

$    (3,172,057)

$       (391,067)

Additional

Total

Common Stock

Paid-In

Subscription

Accumulated

Stockholders'
Shares

Amount

Capital

Receivable

Deficit

Equity
Balance at December 31, 2019
14,497,843

$   1,450

$ 2,841,608

$      (2,001)

$ (3,280,859)

$   (439,802)
  Subscriptions received
                  -

            -

                  -

           2,001

                   -

           2,001
  Sale of common stock
         50,000

5

37,495

-

                   -

         37,500
  Stock issued for intangible asset
       125,000

           13

       124,987

                 -

                   -

       125,000
  Stock issued for services
         105,995

              11

         97,975

                 -

                   -

         97,986

Net loss for the nine months
ended September 30, 2020
                  -

            -

                  -

                 -

      (468,018)

     (468,018)
Balance at September 30, 2020
14,778,838

$   1,479

$ 3,102,065

$               -

$ (3,748,877)

$   (645,333)

Additional

Total

Common Stock

Paid-In

Subscription

Accumulated

Stockholders'

Shares

Amount

Capital

Receivable

Deficit

Equity
Balance at December 31, 2018
11,099,851

$   1,110

$ 2,352,663

$ (175,005)

$ (2,717,787)

$   (539,019)
  Subscriptions received
                  -

            -

                  -

      175,005

                   -

       175,005
  Sale of common stock
76,543

8

116,994

(37,001)

                   -

         80,001
  Stock issued for intangible asset
       187,500

           19

       299,981

                 -

                   -

       300,000
  Stock issued for services
         35,876

2

58,707

                 -

                   -

         58,709
  Stock issued in reorganization
3,059,422

306

(11,799)

                 -

                   -

(11,493)

Net loss for the nine months ended September 30, 2019
                  -

            -

                  -

                 -

      (454,270)

     (454,270)
Balance at September 30, 2019
14,459,192

$ 1,445

$ 2,816,546

$ (37,001)

$ (3,172,057)

$ (391,067)

~~FARMHOUSE, INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~For the Nine Months Ended September 30, 2020 and 2019~~

~~(Unaudited)~~

For the Nine Months Ended September 30,

2020

2019
Increase (decrease) in cash and cash equivalents:

Cash flows from operating activities:

Net Income (Loss)
$
    (468,018)

$
    (454,270)

Adjustments to reconcile net income (loss) to net cash used by operating activities:

Depreciation and amortization

1,621

1,730

Amortization of debt discount

           -

3,334

Stock issued for services

97,986

58,709
    Changes in assets and liabilities:

Accounts receivable

7,594

4,374

Accounts payable and accrued liabilities

285,948

18,820

Net cash used by operating activities

(74,869)

(367,303)

Cash flows from investing activities:

Purchase of fixed assets

           -

(3,529)

Net cash (used) provided by investing activities

           -

(3,529)

Cash flows from financing activities:

Proceeds from sale of common stock

39,501

255,006

Proceeds from related parties

28,918

113,507

Net cash (used) provided by financing activities

68,419

368,513

Net increase (decrease) in cash and cash equivalents

(6,450)

(2,319)
Cash and cash equivalents at beginning of year

7,313

3,288
Cash and cash equivalents at end of period
$
                863

$
              969

Supplemental disclosure of cash flow information:

  Interest
$
               -

$
               -
  Income taxes
$
                -

$
              -
  Stock issued for intangible
$
125,000

$
300,000
Common stock issued for reverse recapitalization
$
-

$
11,493

For the nine months ended September 30,
(unaudited)
	2022		2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(515,364)	$	(618,213)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization		94		883
Common stock issued for services		189,582		229,068
Common stock issued for settlement of liabilities		-		15,780
Stock-based compensation on RSA's vested		124,950		25,500
Gain on sale of domain name		(165,000)		-
Changes in operating assets and liabilities:
Accounts receivable		(4,974)		-
Prepaid expenses		(3,870)		(583)
Accounts payable		(4,645)		4,981
Accrued legal fees		(52,843)		31,361
Accrued payroll and payroll taxes		138,109		138,106
Accrued liabilities		43,254		15,089
Deferred revenue		-		(3,000)
Accrued interest payable		8,063		6,996
Net cash used in operating activities		(242,644)		(154,032)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of domain name		165,000		-
Net cash provided by investing activities		165,000		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		59,415		127,500
Proceeds from borrowings on Notes Payable		232,620		60,000
Payments on Notes Payable		(32,650)		-
Borrowings of related party debt and short-term advances		-		31,546
Repayment of related party debt and short-term advances		(69,407)		(23,926)
Net cash provided by financing activities		189,978		195,120

NET CHANGE IN CASH		112,334		41,088
CASH AT BEGINNING OF PERIOD		3,780		3,906
CASH AT END OF PERIOD	$	116,114	$	44,994

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	$	1,253	$	1,937
Income taxes	$	-	$	-

The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~As of~~ September 30, ~~2020~~2022

(Unaudited)

NOTE 1 – ORGANIZATION AND ~~DESCRIPTION OF BUSINESS~~OPERATIONS

~~On June 28, 2013, the~~Organization

The Company was ~~originally~~ incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. ~~Under the Agreement, Transition Corporation merged into Merger Sub and Transition ceased~~The Company was formed to ~~exist, wherein Merger Sub became the survivor and successor~~complete a reorganization under Section ~~1088~~1088(g) of the Oklahoma ~~General Corporation~~ Act, ~~(the “Oklahoma Act”), having acquired all of~~whereby the Company became successor to Transnational Corporation’s assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Holdings became the parent and the holding company of Merger Sub under the ReorganizationFinancial Network, Inc., which was originally incorporated in ~~compliance with Section 1081(g) of~~California in 1985. In September 2013, the ~~Oklahoma Act. At the time of the Reorganization, Holdings as successor issuer had less than 300 shareholders.~~

~~Upon consummation of the Reorganization, each issued~~Company was redomesticated in Maryland and outstanding equity of the former Transition was transmuted into and represented the identical equity structure of Holdings (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations, and restrictions. Upon consummation, Holdings, was the issuer since the former Transnational Corporation equity structure was transmuted pursuantchanged its name to Section 1081(g) into current issued and outstanding equities of Holdings. The Reorganization was exempt from the registration requirements of the Securities Act of 1933 (“Act”) as there was no “offer” or “sale” as defined in Section 2(3) of the Act so as to invoke the requirements of Rule 145 also under the Act. Under the terms of the Agreement, the shareholders and equity holders of the former Transition had no appraisal rights or rights to a shareholder vote and consequently, no investment decision was made by the shareholders. Further, the transaction complied with the provisions of Rule 144(D)(3)(x) titled “Holding Company Formation.”

~~The issuer formed~~ Somerset Property, Inc. asIn July 2017, the Company was redomesticated in Nevada and changed its ~~wholly-owned Maryland subsidiary on September 3, 2013 and merged with and into Somerset Property pursuant~~name to ~~Articles of Merger filed with the Maryland Department of Assessments and Taxation on October 3, 2013 and with the Oklahoma Secretary of State on October 11, 2013.~~

~~The issuer was subsequently redomiciled to Nevada. The redomicile was accomplished by the issuer forming a wholly-owned Nevada subsidiary,~~ Revival, Inc. on July 18, 2017. The issuer then merged with and into Revival, Inc. by filing Articles of Merger with the Nevada Secretary of State on July 21, 2017 and with the Maryland Department of Assessments and Taxation on August 14, 2017. On July 2,In June 2019, the ~~Issuer~~Company changed ~~their~~its name to Farmhouse, Inc. to reflect its new business endeavors.

OnIn August 6, 2019, the Company ~~received notification of approval from FINRA for the change in its issue name from Revival, Inc. Common Stock to Farmhouse, Inc. Common stock and its trading symbol has changed from TLVA to FMHS.~~

On August 13, 2019, the Company finalized an Agreement and Plan of Merger (“the Agreement”) by and among the Company, Revival Merger, Inc. (“Revival Merger”), a newly formed Nevada corporation 100% owned by the Company, andacquired Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary (the “Acquisition”). ~~Under the Agreement, Revival Merger has merged with and into~~ Farmhouse Washington ~~with Farmhouse Washington being the surviving corporate entity.~~

was formed in January 2014 and has developed a social network platform, “The WeedClub® Platform”. At the ~~Effective Time~~closing of the ~~Merger,~~Acquisition, all of the issued and outstanding shares of common stock of Farmhouse Washington ~~Common Stock~~ were exchanged for shares of common stock of the ~~Company’s authorized, but previously unissued Common Stock,~~Company on a ~~one share for one share~~one-for-one basis. ~~This resulted in Farmhouse Washington becoming our wholly owned subsidiary and~~The financial statements of the ~~former stockholders~~Company are the continuation of Farmhouse Washington ~~becoming our stockholders and controlling~~with the ~~majority~~adjustment to reflect the capital structure of ~~our outstanding common stock.~~the Company.

~~Nature of Business~~

~~As additional states~~Prior to the Acquisition, in August 2017, Farmhouse Washington formed Farmhouse DTLA, Inc. (“DTLA”) in California as a wholly owned subsidiary. In April 2021, DTLA was awarded a 49% equity interest in a Los Angeles based multi-licensed cannabis retail dispensary, grow, manufacturer and ~~countries legalize medical and/or recreational cannabis use, these markets develop regulations and~~distributor called Los Angeles Farmers, Inc. (“LAFI”). Although ownership percentages over 20% would typically be accounted for using the ~~commercial industry becomes more established. The founders of Farmhouse seek to apply their technical knowledge and experience to introduce products~~equity method, the Company is accounting for this ~~emerging industry.~~investment as an investment in equity securities due to the Company not having significant influence over LAFI. The ~~Cannabis industry continues~~cost of this investment was expensed during the fiscal year ended December 31, 2017 and, due to ~~encounter a lack~~uncertainties surrounding the value of ~~acceptance from many traditional mainstream service providers~~LAFI and determining any award of ~~commonly used business tools. Management believes~~back profits and interest, as well as the ~~ongoing mainstream business stigma that plagues the cannabis industry, resulting~~pending litigation, no value has been reflected in ~~lower availability of quality services, also creates ample opportunity to prosper~~our unaudited interim condensed consolidated financial statements as we fill the gap with vetted professional connections worldwide. By employing state of the art technologies to (i) assist with social connections on the WeedClub Platform, and (ii) geo-fencing to prevent interstate commerce from happening, the WeedClub Platform fosters safe growth for its Members.

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

As of September 30, ~~2020~~

~~(Unaudited)~~

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~2022. See Note 9.

~~Basis~~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 ~~Presentation~~technology-based tools for discovering professional connections and information. The Company’s @420 Twitter handle sits at the intersection of cannabis and Web3 communities and serves as a public platform to connect with cannabis enthusiasts. The Company’s Web3 division, launched in December 2021, connects the cannabis and NFT industries through NFT licensing, artist partnerships, and generative projects.

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, 2022,

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

the Company had a net loss from operations of $639,595, consisting primarily of general and administrative and legal and professional expenses. In addition, as of September 30, 2022, the Company had stockholders’ deficit of $1,712,660. 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.

In February 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 nine months ended September 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.

In June 2022, the Company received an unsolicited offer for $165,000, net of commission, for its domain name “blunt.com” from an unaffiliated party. Management considered this offer to be a fair arms-length price for a premium domain name and in July 2022, the Company sold the domain name. This was recorded as other income for the three and nine months ended September 30, 2022. See Note 12.

In June 2022, the Company executed a Litigation Funding Agreement with Legalist Fund III, LP (“Legalist”), whereby Legalist provided $225,000 of funding under a Litigation Funding Agreement. See Notes 5 and 9.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s unaudited interim condensed consolidated financial statements. These accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) and have been consistently applied in the preparation of these unaudited interim condensed consolidated financial statements.

Principals of Consolidation

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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

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 September 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 ~~and regulations (Regulation S-X)~~ of the Securities and Exchange Commission ~~(the “SEC”~~(“SEC”) for interim financial information and ~~with the instructions to Form 10-Q. Accordingly, they~~ do not include all of the information ~~and footnotes~~or disclosures required by ~~generally accepted accounting principles~~U.S. GAAP for ~~complete~~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 ~~accruals) considered~~adjustments) necessary for a fair presentation ~~have been included. The~~of financial position and the results of operations for the ~~nine months ended September 30, 2020~~interim periods presented have been reflected herein.

Use of Estimates

Operating results for interim periods are not necessarily indicative of the ~~operating~~ results ~~that may~~to be expected for the ~~year ending December 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2019 consolidated financial statements and notes thereto.~~

~~Use of Estimates~~

full year. The preparation of financial statements in accordance with U.S. GAAP ~~permits~~requires management to make estimates and assumptions that affect the reported amounts of assets, ~~and~~ 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 at~~liabilities. The Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the ~~date of financial statements and the reported amounts of revenues and expenses during the reporting period.~~circumstances. Actual results could materially differ from ~~those~~these estimates. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

~~Principles of Consolidation~~

The consolidated financial statements include the accounts of Farmhouse, Inc., its wholly-owned subsidiary Farmhouse, Inc. and its wholly-owned subsidiary Farmhouse DTLA Inc. (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation.

~~Financial Statement Reclassification~~

~~Certain account balances from the prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.~~

~~Concentrations of Credit Risk~~

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

~~Cash and Cash Equivalents~~

~~We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2020 or December 31, 2019.~~

~~Accounts Receivable~~

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. We have not deemed it necessary to establish an allowance for doubtful accounts as of September 30, 2020 or December 31, 2019.

~~Fair Value of Financial Instruments~~

~~We follow Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10,~~ ~~Financial Instruments—Overall—Disclosure,~~ ~~for disclosures about fair value of our financial instruments and ASC 820-10-35-37,~~ ~~Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy,~~ to measure the fair value of our financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~As of September 30, 2020~~

~~(Unaudited)~~

priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820-10-35-37 are described below:

~~Level 1:~~		~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~

~~Level 2:~~		~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~

~~Level 3:~~		~~Pricing inputs that are generally observable inputs and not corroborated by market data.~~

The carrying amount of our financial assets and liabilities, such as cash, accounts receivable, notes payable, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

~~Intangible Assets~~

Intangible assets are comprised of the domain “Weed.Club” which was acquired in March 2018, the domain “Extract.com” which was acquired in May 2019 and the domain “blunt.com” which was acquired in March 2020. As of the date of this financial statement, the Company has not begun utilizing the domain names for their intended purpose but intends to do so in the future. The useful life of these assets is indefinite. As such, no amortization will be recorded unless an impairment has been deemed to have occurred. As of September 30, 2020 and December 31, 2019, the carrying value of the “Weed.Club” domain was $30,000 and the carrying value of the “Extract.com” domain was $300,000. As of September 30, 2020, the carrying value of the “blunt.com” was $125,000.

Per ASC 350, Intangibles – Goodwill and Other, the Company will review the carrying value of its intangible assets whenever circumstances indicate that an intangible asset’s carrying amount may not be recoverable, or if no interim circumstances exist, on the financial statement date. During the periods ended September 30, 2020 and 2019 the Company did not recognize an impairment loss.

~~Fixed Assets~~

Fixed assets are carried at the lower of cost or net realizable value. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three years.

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. Related accounts receivables are stated at their estimated net realizable value. The allowance for doubtful accounts is zero as of September 30, 2022 since the accounts receivable were subsequently collected.

~~We generate~~FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

The Company generates four types of revenue, including:

(1)Subscription fees. Subscription fees related to ~~our~~the WeedClub ~~portal. Payment is~~portal are received at the time of purchase. ~~Our~~The Company’s performance obligation is to provide services over a fixed subscription ~~period; therefore, we recognize~~period, accordingly, the Company recognizes revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. ~~In early 2018, the Company made the decision to discontinue subscription fees as it expands its other services and attracts users.~~

(2)Affiliate advertising. Affiliate advertising ~~revenues. Our~~revenues result from advertising campaigns and are generally multi-month arrangements. The Company’s performance obligation is met when the Company runs the agreed upon ~~advertising campaign~~advertisements on its ~~platform. Most advertising campaigns are multi-month arrangements. We recognize~~platform, accordingly, the Company recognizes revenue ratably over the campaign period and deferred revenue is recorded for the portion of the campaign period subsequent to each reporting date.

(3)~~Event ticket sales and sponsorships.~~Referral fees. The Company ~~hosts live~~generates referral fees when a business transaction is consummated between the Company, as ~~well as online events in its building for networking~~referee, and ~~industry presentations.~~a potential target company. The Company ~~sells sponsorships as well as tickets to these events. Our~~ performance obligation is met at the time such business transaction is consummated, accordingly, the ~~event takes place. We collect payment up front and record these payments as unearned revenue. We~~Company recognize revenue at ~~the time the event takes place.~~that point.

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~As of September 30, 2020~~

~~(Unaudited)~~

(4)~~Referral~~License revenues. The Company generates revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license from the Company to use one of its licensed NFT’s for the purposes of creating, marketing, and ~~revenue. Our~~selling a line of cannabis accessory products for retail sale in cannabis dispensaries. The Company’s performance obligation is met atover the ~~time a business transaction is consummated between~~term of the ~~referee and potential target. In a typical transaction, a customer (referee) will contact~~license agreement, accordingly, the Company ~~with a specific need and~~recognizes revenue ratably over the ~~Company will refer that customer to a known contact or vendor (target). If that customer and target vendor consummate a business transaction, as a result~~term of ~~this referral,~~ the ~~Company receives a predetermined fee. We invoice and recognize revenue at that point in time.~~license agreement.

~~Revenue~~Revenues generated for the three and nine months ended September 30, ~~2020~~2022 and ~~2019 consisted of the following:~~2021 were as follows:

~~No cost of goods sold were incurred related to the periods~~nine months ended September 30, ~~2020 and 2019 revenues generated.~~2021.

Earnings (Loss) per Common Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per ~~Share—Overall—~~Share – Overall – Other Presentation ~~Matters~~.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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

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. AtAs of September 30, ~~2020~~2022 and December 31, ~~2019,~~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.

~~Income Taxes~~

The Company adopted FASB Accounting Standard Codification (ASC) 740 which clarifies the accounting for uncertainty in income taxes recognized in the Company's consolidated financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company had no unrecognized tax benefits during the periods presented nor any interest or penalties on unrecognized tax benefits.

The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year.

When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company’s effective tax rate and in evaluating our tax positions.

~~FARMHOUSE, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~As of September 30, 2020~~
~~(Unaudited)~~

~~Recent~~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

Property and equipment ~~as of September 30, 2020 and December 31, 2019 consist~~is comprised of the following:

September 30,

December 31,

2020

2019

Computer hardware

$    9,604

$    9,604
Less: accumulated depreciation
    (8,038)

    (6,417)

$    1,566

$    3,187

	September 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 ~~related to the Company’s fixed assets~~ was ~~$397~~zero and ~~$609~~$295 for the three months ended September 30, ~~2020~~2022 and ~~2019, respectively.~~

~~Depreciation expense related to the Company’s fixed assets was $1,621~~2021, respectively, and ~~$1,730~~$94 and $883 for the nine months ended September 30, ~~2020~~2022 and ~~2019, respectively.~~2021, respectfully.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

~~NOTE 4 – RELATED PARTY PAYABLES~~

~~During~~Convertible note payable is comprised of a promissory note to an unrelated individual in the ~~nine months ended, 2020 and 2019, Officers~~amount of ~~the Company advanced $28,918 and $113,507 to the Company, respectively. As~~$45,000 as of September 30, ~~2020,~~2022 and December 31, ~~2019, the Company owed $138,700~~2021, respectively. Principal and ~~$109,782~~interest was originally due in ~~short-term, non-interest -bearing advances, respectively,~~July 2018 and ~~$1,938~~is currently in default. The loan bears interest at 18% per annum, accrued monthly and ~~$1,938 in accrued interest, respectively,~~is unsecured. Interest expense related to the ~~Officers of~~convertible note payable was $2,042 for both the ~~Company. The interest was accrued on notes that were paid off prior to the periods reported on in these financial statements.~~

~~NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~

~~As of September 30, 20020 and December 31, 2019, accounts payable and accrued liabilities consisted of the following:~~

September 30,

December 31,


2020

2019
Accounts payable

$       330,964

$            208,698
Payroll and related taxes

         548,616

              391,014
Accrued interest

           26,052

                19,972
Other accrued expense

           11,492

                11,492


$       917,124

$            631,176

~~NOTE 6– REVERSE RECAPITALIZATION~~

On August 13, 2019, the Company finalized an Agreement and Plan of Merger (“the Agreement”) by and among the Company, Revival Merger, Inc. (“Revival Merger”), a newly formed Nevada corporation 100% owned by the Company, and Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”). Under the Agreement, Revival Merger has merged with and into Farmhouse Washington, with Farmhouse Washington being the surviving corporate entity.

At the Effective Time of the Merger, all of the issued and outstanding shares of Farmhouse Washington Common Stock were exchanged for shares of the Company’s authorized, but previously unissued Common Stock, on a one share for one share basis. At the Closing, Farmhouse Washington had issued and outstanding 11,368,853 shares of its Common Stock. The total number of shares issued and outstanding immediately after the closing of the merger was 14,428,275.

At the time of the merger, the Company was a public shell company. The Securities Act Rule 405 and Exchange Act Rule 12b-2 define a “shell company” as a company, other than an asset-backed issuer, with: no or nominal operations and either (a) no nominal assets, (b) assets consisting solely of cash and cash equivalents, or (c) assets consisting of any amount of cash and cash equivalents and other nominal other assets. As such, it would not meet the definition of a business under ASC 805. Further, the SEC staff believes that the merger of a private operating company into a public shell corporation with nominal net assets typically results in the owners and management of

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~As of September 30, 2020~~

~~(Unaudited)~~

the private company having actual or effective operating control of the combined company after the transaction, with shareholders of the former public shell continuing only as passive investors. As such, for accounting purposes, mergers of operating private companies into public shell companies are considered to be capital transactions rather than business combinations and no goodwill was recorded in relation to the transaction. Per SEC Financial Reporting Manual Topic 12, this transaction is equivalent to a private entity issuing stock for the net monetary assets of the shell corporation, accompanied by a recapitalization and the accounting is similar to that resulting from a reverse acquisition, except no goodwill or other intangible assets should be recorded (we note that this is sometimes referred to as a reverse recapitalization). Therefore, we followed certain literature for accounting for a reverse acquisition and no goodwill was recognized.

As of the consummation of the transaction on August 13, 2019, the Company’s financial statements are consolidated with the financial statements of Farmhouse Washington under the name of the Company but the financial statements are the continuation of Farmhouse Washington with the adjustment to reflect the legal capital of the Company. The assets and liabilities of Farmhouse Washington were measured at their pre-combination carrying amounts and the assets and liabilities of the Company were accounted for at fair value as required under the purchase method of accounting under a reverse recapitalization.

~~As part of the recapitalization transaction, the capital structure was retroactively adjusted to reflect the capital structure of Revival, Inc.~~

The following unaudited proforma condensed combined statement of operations reflects the results of operations of Farmhouse, Inc. for nine months ended September 30, 2019, the results of operations of Revival, Inc. for the seven months and thirteen days ended August 13, 2019 and as if the transaction had occurred as of January 1, 2019.

The proforma condensed combined statement of operations should be read in conjunction with the separate financial statements and related notes thereto of Farmhouse, Inc. These proforma condensed combined statements of operations are not necessarily indicative of the combined financial position, had the acquisition occurred on the date indicated above, or the combined results of operations which might have existed for the periods indicated or the results of operations as they may be in the future.

Farmhouse, Inc.

Revival, Inc.

Proforma combined

for the nine months ended

for the period ended

for the nine months ended

September 30,

August 13,

September 30,

2019

2019

2019
Net revenues

$                  18,750

  $                             -

$                      18,750
Total revenues

                        18,750

                        -

                         18,750
Operating expenses

  General and administrative expenses

462,614

                    21,076

                483,690
Total operating expenses

                462,614

                    21,076

                483,690
Loss from operations

               (443,864)

                  (21,076)

               (464,940)
Other income (expense):

  Interest expense

                  (10,406)

                        -

                  (10,406)
Total other expense

                  (10,406)

                        -

                  (10,406)
Loss from operations before income taxes

               (454,270)

                  (21,076)

               (475,346)
Income taxes

                        -

                        -

                        -
Net Income (loss)

$            (454,270)

$                (21,076)

$                 (475,346)

~~The following unaudited proforma condensed combined statement of operations reflects the results of operations of Farmhouse, Inc. for~~ three months ended September 30, ~~2019 the results of operations of Revival, Inc.~~2022 and 2021, and $6,059 for ~~the one month and thirteen days ended August 13, 2019 and as if the transaction had occurred as of January 1, 2019.~~

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~As of September 30, 2020~~

~~(Unaudited)~~

Farmhouse, Inc.

Revival, Inc.

Proforma combined

for the three months ended

for the period ended

for the three months ended

September 30,

August 13,

September 30,

2019

2019

2019
Net revenues

$                        -

$                          -

$                          -
Total revenues

                        -

                    ��   -

                         -
Operating expenses

  General and administrative expenses

147,422

                    19,076

166,498
Total operating expenses

                147,422

                    19,076

166,498
Loss from operations

               (147,442)

                  (19,076)

(166,498)
Other income (expense):

  Interest expense

                  (2,387)

                        -

                  (2,387)
Total other expense

                  (2,387)

                        -

                  (2,387)
Loss from operations before income taxes

               (149,809)

                  (19,076)

               (168,885)
Income taxes

                        -

                        -

                        -
Net Income (loss)

$         (149,809)

$            (19,076)

$           (168,885)

~~NOTE 7 – CONVERTIBLE NOTES~~

~~As of September 30, 2020 and December 31, 2019, convertible notes payable were comprised of the following:~~

September 30,

December 31,


2020

2019
Unsecured convertible note payable issued on July 14, 2017,

bearing interest at 18% per annum. Principal and interest were due

on July 14, 2018.

$       45,000

$       45,000

Less: current portion of convertible notes

           (45,000)

          (45,000)

Long-term portion of convertible notes

$                 -

$               -

~~Interest expense related to convertible notes for~~both the nine months ended September 30, ~~2020~~2022 and ~~2019~~2021. Accrued interest on the convertible note payable was ~~$6,081~~$42,254 and ~~$6,058, respectively. Interest expense related to convertible notes for the three months ended~~$36,194 as of September 30, ~~2020 and 2019 was $2,042 and $2,042, respectively. Accrued interest related to the outstanding notes at September 30, 2020~~2022 and December 31, ~~2019 was $26,052, and $19,972,~~2021, respectively.

The conversion feature was not accounted for under derivative accounting ~~as of September 30, 2020 or as of December 31, 2019~~guidance because the settlement amount is not determinable by an underlying conversion price. Therefore, no derivative was recorded in ~~the Company’s~~these unaudited interim condensed consolidated financial ~~statements.~~ statements as of September 30, 2022 and December 31, 2021.

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

NOTE 5 – NOTES PAYABLE

Notes payable is comprised of the following:

	September 30,		December 31,
	2022		2021
	(Unaudited)

Borrowing under loan agreement, 6% per annum, personally guaranteed.	$	50,000	$	50,000
Borrowing under litigation funding agreement.		225,000		-
Note payable, 6% per annum, unsecured.		-		25,030
	$	275,000	$	75,030

Borrowing under loan agreement

In June 2021, the Company entered into a loan agreement, not to exceed $75,000, with an unaffiliated individual (“Lender”) and borrowed $50,000 as a first advance. This loan bears interest at 6% per annum, and is due nine months after the first advance, or such earlier date that the Lender may demand payment, which may not be earlier than 60 days after the first advance (“Maturity Date”). As of September 30, ~~2020~~2022, this loan is in default. Borrowings under this loan agreement shall remain senior with respect to priority lien and right of payment to any indebtedness acquired by the Company. As a condition of the loan agreement, the Company’s Chief Executive Officer personally and unconditionally guaranteed the timely repayment of the loan and is liable for any amounts remaining due and owed following the Maturity Date. Interest expense related to this borrowing was $756 and $757 for the three months ended September 30, 2022 and 2021, respectively, and $2,244 and $880 for the nine months ended September 30, 2022 and 2021, respectively. Accrued interest on this borrowing was $3,879 and $1,635 as of September 30, 2022 and December 31, 2021, respectively

Borrowing under litigation funding agreement

In June 2022, the Company executed a Litigation Funding Agreement with Legalist Fund III, LP (“Legalist”), 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. In July 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.

Note payable

In August 2021, the Company borrowed $10,000 from an unrelated party. In December 2021, the Company borrowed an additional $15,030 from the same party. These loans bear interest at 6% per

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

annum and were due on April 30, 2022. In March 2022, the Company borrowed an additional $7,620 from the same party. This loan bears interest at 6% per annum and was due on September 30, 2022. In July 2022, the entire loan payable to this party totaling $32,650, together with accrued interest of $1,253, was paid in full.

NOTE 6 – DUE TO RELATED PARTIES

Due to Related Parties totaled $88,784 and $158,191 as of September 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 nine months ended September 30, 2022, Company officers were repaid $69,407. For the prior nine months ended September 30, 2021, Company officers made cash advances of $31,546 and were repaid $23,926. The cash advances are non-interest bearing and are unsecured.

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.

Designation of Series A Preferred stock

In July 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 November 14, 2022, the date of these unaudited interim condensed consolidated financial statements, 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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

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.

Common Stock Offering

In February 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 nine months ended September 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 nine months ended September 30, 2022 is as follows:

·The Company sold 69,900 shares of common stock for cash proceeds of $59,415.

·The Company issued 193,500 shares of common stock for services rendered. The Company recorded an expense of $189,582 for the nine months ended September 30, 2021 based on the closing price of the Company’s common stock on the OTCQB market.

·The Company granted Restricted Stock Awards of 1,070,000 shares of common stock under the Company’s 2021 Omnibus Incentive Plan to Company officers, directors, and consultants. See Note 8.

As a result of these transactions, the Company has 17,027,950 shares of common stock outstanding as of September 30, 2022.

A summary of the Company’s common stock transactions for the nine months ended September 30, 2021 is as follows:

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

·The Company issued 246,178 shares of common stock for services rendered. The Company recorded an expense of $229,068 for the nine months ended September 30, 2021 based on the closing price of the Company’s common stock on the OTC Pink market.

·The Company sold 238,236 shares of common stock under the Offering for proceeds of $121,500.

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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

·The Company issued 30,000 shares of common stock in settlement of $30,000 of liabilities and recognized a gain on extinguishment of debt in connection with this settlement. which is recorded as other income for the three and nine-month periods ended September 30, 2021.

·The Company granted a Restricted Stock Award of 200,000 shares of common stock under the Company’s 2021 Omnibus Incentive Plan to a Company officer. See Note 8.

As a result of these transactions, the Company has 15,618,050 shares of common stock outstanding as of September 30, 2021.

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 September 30, 2022 and December 31, 2021.

NOTE 8 – STOCK-BASED COMPENSATION

2021 Omnibus Incentive Plan

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

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

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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

Restricted Stock Awards

A summary of the Company’s non-vested restricted stock awards as of September 30, 2022 and changes for the nine months then ended is presented below:

	Restricted Stock Awards		Weighted Average Grant Date Fair Value

Non-vested restricted stock awards, December 31, 2021		150,000	$	1.020
Awarded		1,070,000		0.190
Vested		(330,000)		(0.264)
Forfeited		-
Non-vested restricted stock awards, September 30, 2022		890,000	$	0.260

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. A total of 50,000 RSA shares vested during the year ended December 31, 2021, leaving a non-vested balance of 150,000 shares. During the three months ended September 30, 2022, the Board granted Restricted Stock Awards (“RSAs”) totaling 1,070,000 shares of common stock under the 2021 OIP to Company officers, directors, and consultants. The RSA shares generally vest over each of the following eight fiscal quarters following the grant date. 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 $73,950 and $124,950 on vested RSA shares for the three and nine months ended September 30, 2022, respectively. The Company recognized stock-based compensation expense of $25,500 and $25,500 on vested RSA shares for the three and nine months ended September 30, 2021, respectively. Unrecognized stock-based compensation expense on the RSA shares was $231,350 as of September 30, 2022.

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.

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

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

In February 2021, a four-day arbitration hearing was held at Judicate West. In April 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 in June 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. Due to uncertainties, the impact of the DLTA Judgment has not been reflected in the accompanying consolidated financial statements as of September 30, 2022.

In August 2022, a receiver was appointed by the Los Angeles County Superior Court to assume control of LAFI. The receiver is in the process of selling LAFI.

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 $88,784 and $158,191 by the Company as of September 30, 2022 and December 31, 2022, respectively. Company officers own approximately 43.9% 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.

NOTE 811 – 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.

~~Operating Leases~~Lease Commitment

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

Indemnification Agreements

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

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. ~~As a result of no current or expected litigation, the~~The Company believes the estimated fair value of these indemnification agreements is minimal and no liability has ~~no liabilities~~been recorded ~~for these agreements~~ as of September 30, ~~2020 or December 31, 2019.~~

~~NOTE 9 – STOCKHOLDER’S EQUITY~~

~~Preferred Stock~~

We are authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.0001 and our board of directors has the right to determine the rights, privileges, and preferences of that preferred stock, which has not yet been done. As of September 30, 20202022 and December 31, ~~2019, we had no preferred stock issued or outstanding.~~2021.

~~Common Stock~~

~~We are authorized~~NOTE 12 – GAIN ON SALE OF DOMAIN NAME

In June 2022, the Company received an unsolicited offer for $165,000, net of commission, for its domain name “blunt.com” from an unaffiliated party. Management considered this offer to ~~issue up to 295,000,000 shares~~be a fair arms-length price for a premium domain name and in July 2022, the Company sold the domain name. The domain name was a long-lived asset that was fully impaired and the Company is not in the business of ~~common stock with a par value of $0.0001.~~

~~During~~buying and selling domain names. Accordingly, this sale is recorded as other income for the three and nine months ended September 30, 2020, the Company issued 125,000 shares of its common stock valued at $1.00 per share (the price shares of Common Stock was trading at on the day of purchase) for the acquisition of the website domain blunt.com. The transaction was valued at $125,000.2022.

During the nine months ended September 30, 2020, the Company issued an aggregate of 105,995 shares of its common stock for services rendered. The stock was valued at its fair market value or the price shares of common stock was trading at as of each issuance date. This resulted in an expense of $97,986 and has been recorded in General and Administrative Expense as of September 30, 2020.

~~During the nine months ended September 30, 2020, the Company sold an aggregate of 50,000 shares of its common stock for proceeds of $37,500.~~

During the nine months ended September 30, 2019, the Company issued 187,500 shares of its common stock valued at $1.60 per share (the price shares of Common Stock was trading at on the day of purchase) for the acquisition of the website domain Extract.com. The transaction was valued at $300,000.

During the nine months ended September 30, 2019, the Company sold an aggregate of 76,543 shares of its common stock for proceeds of $117,002, of which $37,001 was recorded as a subscription receivable as funds were received subsequent to September 30, 2019.

During the nine months ended September 30, 2019, the Company issued an aggregate of 35,876 shares of its common stock for services rendered. The stock was valued at the current fair market value of the stock as calculated by the last price direct equity was sold by the Company. This resulted in an expense of $58,709 and has been recorded in General and Administrative Expense as of September 30, 2019.

~~As of September 30, 2020 and December 31, 2019, the Company had 14,778,838 and 14,497,843 shares of common stock issued and outstanding, respectively.~~

~~FARMHOUSE, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~As of September 30, 2020~~

~~(Unaudited)~~

~~NOTE 10 – LITIGATION~~

On October 25, 2017, the Company’s subsidiary, DTLA, commenced litigation in Los Angeles Superior Court (Case #BC681251) against David Vayntrub of AHPS alleging breach of contract, amongst other things, as a result of DTLA’s agreement with AHPS. Subsequent to Farmhouse filing the lawsuit, AHPS sent a letter to Farmhouse purporting to unilaterally “cancel” the agreement. In December 2017, DTLA filed a Motion to Stay Proceedings and Compel Arbitration which was granted by the Court on March 27, 2018. The arbitration has been in the discovery phase and a trial date has been set for February 2021. The Company expects a ruling by the second quarter of 2021, although there can be no assurance the proceedings will be completed in this time frame or that the arbitrator will rule in the Company’s favor. The Company is seeking to vigorously enforce its rights under the contract as well as seek damages related to additional claims.

~~NOTE 11 – GOING CONCERN~~

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred significant cumulative net losses from operations in recent years. As reported in the financial statements, the Company has an accumulated deficit of $3,748,877. At September 30, 2020, the Company had current assets of $863 and current liabilities totaling $1,102,762 and a working capital deficit of $1,101,899. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

NOTE 1213 – SUBSEQUENT EVENTS

~~The Company has evaluated subsequent events from the balance sheet date through~~As of November 14, 2022, the date ~~the~~of these unaudited interim condensed consolidated financial statements, ~~were issued, and determined that~~ there are no ~~additional~~subsequent events that ~~require disclosure.~~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.

~~On October 12, 2020,~~Restricted Stock Awards

Subsequent to September 30, 2022, the ~~Company entered into an agreement with an independent contractor to provide consulting services to the Company. The agreement calls for the issuance~~Board granted a Restricted Stock Award (“RSA”) of ~~4,000~~24,000 shares of common stock ~~monthly~~under the 2021 OIP to a consultant. The RSA shares vest over each of the following four fiscal quarters, commencing December 31, 2022. 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 predetermined value of $1.00 per share. The agreement is cancellable by either party at any time. The Company has issued the initial 4,000 shares of common stock on October 12, 2020 in terms with the agreement.corresponding offset credited to additional paid-in-capital.

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

Forward-Looking Statements

The following discussion ~~and analysis of our financial condition and results of operations~~ should be read in conjunction with our ~~unaudited~~interim condensed consolidated financial statements and related notes ~~included~~contained elsewhere in this ~~Quarterly~~Report, as well as our Annual Report on Form ~~10-Q and the audited financial statements and notes thereto as of and~~10-K for the year ended December 31, ~~2019 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Registration Statement on Form S-1,~~2021 as filed with the Securities and Exchange Commission (the “SEC”) on ~~May 15, 2020.~~

~~Forward-Looking Statements~~

~~The information~~April 22, 2022. Certain statements made in this discussion ~~contains forward-looking statements and information~~are “forward-looking statements” within the meaning of ~~Section~~ 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the ~~securities~~Securities Exchange Act of 1934, as ~~amended, (the “Exchange Act”),~~amended. These statements are based upon beliefs of, and information currently available to management as well as estimates and assumptions made by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are subject to the “safe harbor” created by those sections. The words “anticipated,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” potential,” continue,” “would,”only predictions and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements that we make. The forward-looking statements are applicablespeak only as of the date ~~on which~~hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are ~~made,~~subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not ~~assume any obligation~~intend to update any ~~forward- looking statements. All~~of the forward-looking statements ~~in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events~~ to ~~differ materially from those expressed in the forward-looking statements. In evaluating~~conform these statements ~~you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our~~to actual results to differ materially from any forward-looking statement set forth in this quarterly report on Form 10-Q. You should carefully consider these risks and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.results.

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

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

Corporate Overview

We are a leading connection platform in the legal cannabis industry. We connect the industry through multiple divisions including the @420 brand and ~~solutions~~@420 Twitter, and the WeedClub® Platform. Our @420 brand and @420 Twitter serve as trusted, influential properties that enable us to connect, promote and advocate for the ~~cannabis~~ industry. ~~Our principal executive office is located at 1355 Market St. Suite 488, San Francisco, CA 94103. Since Farmhouse Washington’s debut on August 22, 2014 at Hempcon, it envisioned that~~These properties leverage the ~~emerging cannabis industry needed help with everything from networking, brand building, sourcing, banking and distribution, insurance,~~WeedClub® Platform to legal and accounting. . Founders Evan Horowitz and Michael Landau envisioned that today’s online technology could help solve these issues and in response, they combined their twenty-years of experience in the technology business to create the ~~WeedClub®~~ ~~platform which streamlines the connectivity between members within the emerging cannabis industry.~~

~~The~~ ~~WeedClub®~~ ~~platform is hosted on our website, weedclub.com. It enables visitors to explore the networking aspect of~~ ~~WeedClub®~~ ~~while restricting access to other private sub-portals. Along with networking, other portals currently include investment, a marketplace and news.~~

To become a member, visitors are required to input their first name, last name, email and select from a list of member types that characterizes their relationship with the industry. After completing the signup process, they become a member and gain access to the networking and news portals. Within the networking portal, a member can fill out their profile, follow and message other members and write blog posts. The news portal provides members with member generated and ~~WeedClub®~~ ~~created content about the cannabis industry.~~

In order to gain access to our private portals for investment and marketplace, members must upload accreditation documents for the investment portal and state licensure for the marketplace. These documents are then reviewed and verified by the ~~WeedClub®~~ operation team. Our investment portal allows approved members to discover and message with startups that are seeking capital investment. Our marketplace portal allows approved members to discover and conduct business with licensed cannabis businesses throughout the value chain including suppliers and distributors.

~~In response to COVID-19, Farmhouse rapidly adapted to industry needs and leveraged its technology platform to provide virtual solutions for some of the industry’s largest problems. Through the~~ ~~WeedClub®~~ ~~platform, we launched an online cannabis pitch event and accelerator that connects promising cannabis startups with mainstream tech and cannabis investors.~~

Next we launched Extract, a SaaS technology platform that tackles the transparency problem within the cannabis and hemp industries. This starts with Certificates of Analysis, the main source of truth for any cannabis product. Through interviews with ~~WeedClub®~~ members, we identified an inefficiency and built Extract to address that. Currently, Extract enables customers to automatically upload, organize and share their Certificates of Analysis from one dashboard. drive valuable

~~Finally,~~connections that have generated over $50 million in funding for cannabis startups, supplier connections for retail dispensaries, and more. We will continue to serve as a leading cannabis connection platform and branch its well-known brand into the budding web3 and metaverse. Every company needs Friends in High Places® and our multiple divisions to provide exactly that.

Recent Business Developments

In December 2021, we ~~introduced~~launched a Non-Fungible Token (NFT) Licensing Division dedicated to connecting the ~~WeedClub®~~ ~~Agency after~~metaverse with cannabis brands. As a ~~tier-1 social media platform approached~~leader in technology, we established this division to bring NFTs to cannabis brands to create a symbiotic relationship between two fast-growing industries. Our NFT division explores how cannabis brands can connect with the metaverse through NFTs. It is a natural expansion of our ~~team offering approved social advertising~~brand and bridges the gap between physical cannabis brands and digital assets.

Our NFT Licensing Division experienced promising growth across cannabis brands and popular NFT collectors. We have grown our licensing vault to over 25 blue-chip NFTs spanning 8 collections including Bored Ape Yacht Club, CryptoPunks, Doodles, Mutant Ape Yacht Club, and Gutter Cat Gang. We also received encouraging sales data from our first brand activation which demonstrated a higher sell-through rate for ~~select cannabis~~NFT-branded products and ~~services. Our agency creates, manages and runs~~increased social ~~ad campaigns~~engagement for ~~specific cannabis and hemp products and services without the potential of shutdown and blacklisting of domains.~~ dispensaries.

~~Through the COVID-19 crisis, Farmhouse has leveraged its existing assets and technology background to expand into new verticals, address large market needs and provide synergies that assist~~This initial traction generated revenues in our ~~overall growth.~~

~~Results of Operations~~

Three Months Ended September 30,~~Nine Months September 30,~~

~~Operating Activities~~

During the nine months ended September 30, 2020, operating activities used $74,869 of cash, primarily resulting from a net loss of$468,018 which was partially offset by non-cash stock issued for services and an increase of accounts payable and accrued liabilities.

During the nine months ended September 30, 2019, operating activities used $367,303 of cash, primarily resulting from a net loss of $454,270 offset by net cash provided by non-cash stock issued for services and an increase in accounts receivable and accounts payment and accrued liabilities.

~~Investing Activities~~

~~During the nine months ended September 30, 2020, investing activities used $0 of cash.~~

~~During the nine months ended September 30 30, 2019, investing activities used $3,529 of cash, consisting of the purchase of additional computer equipment.~~

~~Financing Activities~~

During the nine months ended September 30, 2020, financing activities provided $68,419, consisting of $39,501 in proceeds from the sale of common stock and $28,918 in short-term advances from officers.

During the nine months ended September 30, 2019, financing activities provided $368,513, consisting of $255,006 in proceeds from the sale of common stock and $113,507 in short-term advances from officers.

We intend to meet our cash requirements for the next 12 months ~~through the use of the cash we have on hand and through business operations, future~~ equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.
During the three months ended September 30, 2022, we received cash proceeds totaling $390,000. We ~~currently do not~~sold domain name “blunt.com” for $165,000, net of commissions, and we received $225,000 under a litigation funding agreement with Legalist Fund III, LP (“Legalist”). Legalist provides certain funding in advance of any collection in connection with our claims against LAFI.
For the nine months ended September 30, 2022, we had a net loss from operations of $639,595, consisting primarily of general and administrative and legal and professional expenses. In addition, as of September 30, 2022, we had stockholders’ deficit of $1,712,660. Our auditors have ~~any other arrangements in place~~raised substantial doubt regarding our ability to ~~complete any~~continue as a going concern because of our historical recurring losses and negative cash flows from operations as well as our dependence on private ~~placement financings of debt and~~ equity and ~~there is no assurance~~financings. We anticipate that we will continue to report losses and negative cash flow. To date, we have financed our activities principally from the sale of common stock and loans from Company officers. We intend on financing our future working capital needs from these sources until such time that funds provided by our operations are sufficient to fund our working capital requirements. We believe that the loans from Company officers and funds raised from the sale of our common stock will allow us sufficient capital for operations and to continue as a going concern.
On February 1, 2022, the board of directors (“Board”) authorized an offering of up to 294,118 shares of restricted common stock at $0.85 per share, providing proceeds of up to $250,000, to be ~~successful~~offered and sold only to investors that qualify as “accredited investors” as that term is defined in ~~completing any~~Regulation D. For the nine months ended September 30, 2022, we sold 69,900 shares of common stock under this offering for proceeds of $59,415. This offering expired on August 1, 2022.
Results of Operations
We generate four types of revenue: subscription fees consisting of membership dues; affiliate advertising from links within the web properties; referral fees from strategic business introductions; and licensing revenues in connection with NFT Art License Agreements. Each of the above segments is dependent on leads generated within the Farmhouse ecosystem. Subscription fees were billed based on the types of membership privileges that Members such ~~financings~~as being able to communicate privately with dispensary owners and other licensed operators. Affiliate advertising revenue is derived from the placement of web

links on ~~terms~~WeedClub, @420 Twitter, e-mail and social media primarily. Details regarding when each revenue stream is recognized are listed below:
(1)Subscription fees. Subscription fees related to the WeedClub portal are received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; accordingly, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date.
(2)Affiliate advertising. Affiliate advertising revenues result from advertising campaigns and are generally multi-month arrangements. Our performance obligation is met when we run the agreed upon advertisements on its platform, accordingly, we recognize revenue ratably over the campaign period and deferred revenue is recorded for the portion of the campaign period subsequent to each reporting date.
(3)Referral fees. We generate referral fees when a business transaction is consummated between our Company, as referee, and a potential target company. Our performance obligation is met at the time such business transaction is consummated; accordingly, we recognize revenue at that ~~will be acceptable~~point.
(4)License revenues. We generate revenue from license fees in connection with NFT Art License Agreements, whereby the licensee is granted a limited license from the Company to ~~us.~~use one of its licensed NFT’s for the purposes of creating, marketing, and selling a line of cannabis accessory products for retail sale in cannabis dispensaries. Our performance obligation is met over the term of the license agreement, accordingly, we recognize revenue ratably over the term of the license agreement.

Nine months ended September 30, 2022, compared to the nine months ended September 30, 2021 (Unaudited)
Revenues generated for the nine months ended September 30, 2022 and 2021 were as follows:

Nine months ended September 30,

2022

2021

Subscription fees
$
149

$
695
Affiliate advertising

-

8,850
Referral fees

-

2,500
License revenues

7,474

-

$
7,623

$
12,045
Subscription fees. We generated new subscriptions for the nine months ended September 30, 2022 and 2021 related to the WeedClub portal.
Affiliate advertising. Affiliate advertising, through our advertising deal with Twitter, generated $8,850 of revenues for the nine months ended September 30, 2021. We have an advertising deal with Twitter which provides us a revenue stream and growth opportunity due to our ability to post approved hemp social media ads. The corresponding costs of revenues associated with affiliate advertising revenues was $8,000.
Referral fees. We generate referral fees when a business transaction is consummated between us and the potential target company. Such business transactions generally arise from the connections with company presenters during @420 events of which none were held during the nine months ended September 30, 2022. Accordingly, our revenues from referral fees declined from $2,500 to zero for the nine months ended September 30, 2022.

License revenues. We recognized license revenue of $7,474 for the nine months ended September 30, 2022. Of this total, $2,500 was an up-front license fee in connection with an NFT Art License Agreement. Under our NFT Art License Agreements, a licensee grants us a limited license to use one of their licensed NFT’s. We, in turn, license the NFT to California dispensaries to market and sell as a line of cannabis products using that NFT. We share profits from this license arrangement with the NFT licensee. A total of $4,974 of license revenues was earned for the nine months ended September 30, 2022 and the corresponding costs of revenues was $2,487, paid to the NFT licensee.
Operating expenses for the nine months ended September 30, 2022 and 2021 were as follows:

Nine months ended September 30,

2022

2021

General and administrative
$
317,550

$
316,308
Professional fees

327,087

309,440
Depreciation and amortization

94

883

$
644,731

$
626,631
For the nine months ended September 30, 2022 and 2021, general and administrative expenses were $317,550 and $316,308, respectively, a decrease of approximately $1,200. Contributing factors to this increase were:
·Outside consulting fees increased by approximately $40,500, all of which was non-cash, stock-based fees in both nine-month periods. We have contracted with two advisors with experience in merger and acquisitions and one advisor to assist in expanding our NFT licensing reach to licensees and California dispensaries. Together their non-cash, stock-based fees were approximately $57,200 for the nine months ended September 30, 2022, compared to approximately $38,100 for the nine months ended September 30, 2021. In addition, consulting fees includes $21,375 of non-cash, stock-based fees to our independent director for vesting of a restricted stock award (“RSA”).
·Labor-related expenses decreased by approximately $15,200, due to consultant who stopped working for the Company in May 2022. Labor-related expenses included recognizing approximately $45,900 in stock-based fees for the nine months ended September 30, 2022, compared to approximately $61,100 for the nine months ended September 30, 2021.
·Public company related costs, including OTC filing fees, press releases and transfer agent costs increased by approximately $3,500, due primarily to increased OTCQB listing fees.
·Overall other general and administrative expenses, including website development, dues and subscriptions, rent and office expenses and travel and entertainment decreased by approximately $27,600 for the current nine-month period. Notably, rent decreased by approximately $9,500 as we vacated our offices and work virtual, and website development costs declined by approximately $16,000. All other expense categories generally decreased due to spending constraints by management.

For the nine months ended September 30, 2022 and 2021, professional fees were $327,087 and $309,440, respectively, an increase of approximately $17,600. Our professional fees for the nine months ended September 30, 2022 and 2021 were comprised of the following:

Nine months ended September 30,

2022

2021

Legal
$
43,054

$
88,976
Accounting and audit

169,222

127,430
Other professional fees

114,811

93,034

$
327,087

$
309,440
Legal. Legal expenses decreased by approximately $45,900 for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Contributing factors to this net decrease were:
·Legal fees to our corporate and securities counsel firms decreased by approximately $13,600.
·Legal fees to our patent and trademark counsel increased by approximately $2,600.
·Fees incurred by Judicate West, Planet Depot and court reporting related to our litigation against LAFI decreased by approximately $32,100, due to winding down of the active litigation.
·Our portion of the fees incurred by the Monitor to advance our litigation against LAFI decreased by approximately $5,200. In April 2021, the Arbitrator overseeing the arbitration hearing issued a judgment in our favor and against LAFI. This judgment also appointed a Monitor, to be supervised by the Arbitrator, to determine how much in past profits and interest we are entitled to be awarded. The costs of the Monitor are borne equally between the Company and LAFI. Between July and December 2021, the Monitor undertook a detailed forensic examination of LAFI. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 in this Report.
·Other miscellaneous legal expenses increased approximately $2,400.
Accounting and audit. Accounting and audit expenses increased by approximately $41,800 for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. Contributing factors to this increase were:
·Audit and accounting fees to our independent public accounting firm increased by approximately $3,500 related to our annual fiscal year audit and quarterly reviews.
·Accounting fees for our contracted CFO services increased by approximately $33,500, which included approximately $81,200 in stock-based fees in the nine months ended September 30, 2022 compared to approximately $60,800 of stock-based fees recognized in the nine months ended September 30, 2021. In June 2022, our CFO reduced his monthly fees to $4,000, which is accrued and not paid.
·Accounting fees to our outside bookkeeping services increased by approximately $4,800.
Other professional fees. Other professional fees increased by approximately $21,800 for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021 due to an increase in fees to our contracted software engineers and developers of our software technology platforms. Professional fees included approximately $108,800 in stock-based fees in the nine months ended September 30, 2022 compared to approximately $91,900 of stock-based fees recognized in the nine months ended September 30, 2021.

Interest expense. Interest expense increased by approximately $8,500 for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Approximately $6,200 of the increase in interest expense was due to interest accrued on our unpaid liability to our predecessor law firm in the aforementioned litigation. This law firm resigned in April 2021 when we engaged a new “contingency-based” law firm and started accruing interest expense on their unpaid amount. The additional increase in interest expense of approximately $2,300 pertains to our two loan obligations during the nine months ended September 30, 2022.
Overall, for the nine months ended September 30, 2022, we reported a net loss of $515,364 compared to a net loss of $618,213 for the nine months ended September 30, 2021.
Non-GAAP Adjusted Net Loss
The following table reflects the reconciliation of net loss to Adjusted Net Loss for the nine months ended September 30, 2022 and 2021. This is a non-GAAP measurement of earnings and considers the stock-related compensation expense for services rendered by consultants and professionals for the comparable years. Management considers this non-GAAP measurement of earnings important to investors and other interested parties to evaluate our performance on a comparable basis.

Nine months ended September 30,

2022

2021

Net loss as reported
$
515,364

$
618,213
Less: Stock-based fees

(314,532)

(254,568)
Adjusted Net Loss
$
200,832

$
363,645
Adjusted Net Loss should only be viewed in conjunction with our reported financial results or other financial information prepared in accordance with accounting principles generally accepted in the United States, or “GAAP.”
Three months ended September 30, 2022, compared to the three months ended September 30, 2021 (Unaudited)
Revenues generated for the three months ended September 30, 2022 and 2021 were as follows:

Three months ended September 30,

2022

2021

Subscription fees
$
-

$
149
Affiliate advertising

-

-
Referral fees

-

-
License revenue

4,974

-

$
4,974

$
149
Subscription fees. We generated one new subscription for the three months ended September 30, 2021 related to the WeedClub portal.
License revenues. Under our NFT Art License Agreements, a licensee grants us a limited license to use one of their licensed NFT’s. We, in turn, license the NFT to California dispensaries to market and sell a line of cannabis accessory products using that NFT. We share profits from this license arrangement with

the NFT licensee. A total of $4,974 of license revenues was earned for the three months ended September 30, 2022 and the corresponding costs of revenues was $2,487, paid to the NFT licensee.
Operating expenses for the three months ended September 30, 2022 and 2021 were as follows:

Three months ended September 30,

2022

2021

General and administrative
$
103,636

$
130,337
Professional fees

73,294

118,004
Depreciation and amortization

-

294

$
176,930

$
248,635
For the three months ended September 30, 2022 and 2021, general and administrative expenses were $103,636 and $130,337, respectively, a decrease of approximately $26,700. Contributing factors to this increase were:
·Outside consulting fees increased by approximately $14,400, all of which was non-cash, stock-based fees in both nine-month periods. We have contracted with two advisors with experience in merger and acquisitions and one advisor to assist in expanding our NFT licensing reach to licensees and California dispensaries. Together their non-cash, stock-based fees were approximately $28,500 for the three months ended September 30, 2022, compared to approximately $14,100 for the three months ended September 30, 2021. Current period consulting fees includes $21,375 of non-cash, stock-based fees to our independent director for vesting of a restricted stock award (“RSA”).
·Labor-related expenses decreased by approximately $16,900, due to consultant who stopped working for the Company in May 2022. Labor-related expenses included recognizing approximately $9,500 in stock-based fees for the three months ended September 30, 2022, compared to approximately $26,400 for the three months ended September 30, 2021.
·Public company related costs, including OTC filing fees, press releases and transfer agent costs decreased by approximately $3,400.
·Overall other general and administrative expenses, including website development, dues and subscriptions, rent and office expenses and travel and entertainment decreased by approximately $20,800 for the current three-month period. Notably, rent decreased by approximately $2,100 as we vacated our offices and work virtual, and website development costs declined by approximately $15,000. All other expense categories generally decreased due to spending constraints by management.
For the three months ended September 30, 2022 and 2021, professional fees were $73,294 and $118,003, respectively, a decrease of approximately $44,700. Our professional fees for the three months ended September 30, 2022 and 2021 were comprised of the following:

Three months ended September 30,

2022

2021

Legal
$
9,844

$
28,770
Accounting and audit

52,750

53,972
Other professional fees

10,700

35,262

$
73,294

$
118,004

Legal. Legal expenses decreased by approximately $18,900 for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. Contributing factors to this net decrease were:
·Legal fees to our corporate and securities counsel firms decreased by approximately $10,400.
·Legal fees to our patent and trademark counsel increased by approximately $800.
·Fees incurred by Judicate West, Planet Depot and court reporting related to our litigation against LAFI decreased by approximately $2,300, due to winding down of the active litigation.
·Our portion of the fees incurred by the Monitor to advance our litigation against LAFI decreased by approximately $8,500 for the three months ended September 30, 2022. In April 2021, the Arbitrator overseeing the arbitration hearing issued a judgment in our favor and against LAFI. This judgment also appointed a Monitor, to be supervised by the Arbitrator, to determine how much in past profits and interest we are entitled to be awarded. The costs of the Monitor are borne equally between the Company and LAFI. Between July and December 2021, the Monitor undertook a detailed forensic examination of LAFI. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 in this Report.
·Other miscellaneous legal expenses increased approximately $1,500.
Accounting and audit. Accounting and audit expenses decreased by approximately $1,200 for the three months ended September 30, 2022, compared to the three months ended September 30, 2021. Contributing factors to this increase were:
·Audit and accounting fees to our independent public accounting firm increased by approximately $4,500 related to our annual fiscal year audit and quarterly reviews.
·Accounting fees for our contracted CFO services decreased by approximately $7,200, which included approximately $30,200 in stock-based fees in the nine months ended September 30, 2022 compared to approximately $25,500 of stock-based fees recognized in the three months ended September 30, 2021. In June 2022, our CFO reduced his monthly fees to $4,000, which is accrued and not paid.
·Accounting fees to our outside bookkeeping services increased by approximately $1,500.
Other professional fees. Other professional fees decreased by approximately $24,600 for the three months ended September 30, 2022, compared to the three months ended September 30, 2021 due to an increase in fees to our contracted software engineers and developers of our software technology platforms. Professional fees included approximately $5,700 in stock-based fees in the three months ended September 30, 2022 compared to approximately $35,200 of stock-based fees recognized in the three months ended September 30, 2021.
Interest expense. Interest expense increased by approximately $2,800 for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. Approximately $2,700 of the increase in interest expense was from interest accrued on our unpaid liability to our predecessor law firm in the aforementioned litigation. This law firm resigned in April 2021 when we engaged a new “contingency-based” law firm and started accruing interest expense on their unpaid amount. Additionally, there was an increase in interest expense of approximately $100 on our two loan obligations during the three months ended September 30, 2022.
Overall, for the three months ended September 30, 2022, we reported a net loss of $25,068 compared to a net loss of $224,721 for the three months ended September 30, 2021.

Non-GAAP Adjusted Net Loss
The following table reflects the reconciliation of net loss to Adjusted Net Loss for the three months ended September 30, 2022 and 2021. This is a non-GAAP measurement of earnings and considers the stock-related compensation expense for services rendered by consultants and professionals for the comparable years. Management considers this non-GAAP measurement of earnings important to investors and other interested parties to evaluate our performance on a comparable basis.

Three months ended September 30,

2022

2021

Net loss as reported
$
25,068

$
224,721
Less: Stock-based fees

(73,950)

(103,987)
Adjusted Net Loss (income)
$
48,882

$
120,734
Adjusted Net Loss should only be viewed in conjunction with our reported financial results or other financial information prepared in accordance with accounting principles generally accepted in the United States, or “GAAP.”
~~Off-Balance~~Cash Flows
The following table summarizes the sources and uses of cash for the nine months ended September 30, 2022 and 2021, respectively:

Nine months ended September 30,

2022

2021

Net cash used in operating activities
$
(242,644)

(154,032)
Net cash provided by investing activities

165,000

-
Net cash provided by financing activities

189,978

195,120
Net change in cash and cash equivalents
$
112,334

$
41,088
Nine months ended September 30, 2022
Operating activities used $242,644 of cash, primarily resulting from our net loss for the nine months ended September 30, 2022 of $515,364, offset by non-cash stock-based compensation expense recorded for services rendered of $189,582 and non-cash stock-based compensation expense recorded for vested restricted stock awards of $124,950. Other uses of cash from operating activities were primarily from increases in accrued payroll and payroll taxes of $138,109 and accrued liabilities of $43,254, offset by a decrease in accrued legal fees of $52,843.
Investing activities provided $165,000 of cash for the nine months ended September 30, 2022. In June 2022, we received an unsolicited offer for $165,000, net of commission, for our domain name “blunt.com” from an unaffiliated party. We considered this offer to be a fair arms-length price for a premium domain name and in July 2022, we sold the domain name. The domain name was a long-lived asset that was fully impaired and we are not in the business of buying and selling domain names. Accordingly, this sale is recorded as other income for the three and nine months ended September 30, 2022.
Financing activities provided $189,979 of cash for the nine months ended September 30, 2022. Financing activities consisted of $59,415 in proceeds from the sale of common stock and $232,620 of borrowings on

notes payable, including $225,000 in borrowings under a litigation funding agreement (see below). These were offset by repayment of a note payable of $32,650 and repayment of advances from company officers of $69,407.
On June 21, 2022, we executed a Litigation Funding Agreement with Legalist Fund III, LP (“Legalist”), whereby Legalist will provide certain funding, in advance of any collection, in connection with certain claims that we have against the LA dispensary. 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, we have the option of drawing down the $100,000 in a lump sum payment but we are under no obligation to draw down the second tranche. On July 15, 2022, we 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 all of our assets.
Nine months ended September 30, 2021
Operating activities used $154,032 of cash, primarily resulting from our net loss for the nine months ended September 30, 2021 of $618,213, offset by non-cash stock issued for services of $229,068 and to settle liabilities of $15,780 (net of gain on settlement of debt of $14,220) and increases in liabilities across all categories: accounts payable, accrued legal fees, accrued payroll and other accrued liabilities. There was no use of cash for investing activities for the nine months ended September 30, 2021. Financing activities provided $195,120 of cash for the nine months ended September 30, 2021, consisting of $127,500 in proceeds from the sale of common stock and $60,000 of borrowings on two loan obligations, one for $50,000 (senior) and one for $10,000, from unrelated lenders. Borrowings under the $50,000 loan obligation shall remain senior with respect to priority lien and right of payment to any indebtedness later acquired. As a condition of this loan agreement, our Company’s Chief Executive Officer personally and unconditionally guaranteed the timely repayment of the loan. In addition to these cash increases, short-term advances from Company officers, net of repayments provided of $7,620 of cash for the nine months ended September 30, 2021.
Contractual Obligations
We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.
Off Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of nine months or less when purchased to be cash equivalents. Cash and cash equivalents were $116,114 and $3,780 as of September 30, 2022 and December 31, 2021, respectively.

Critical Accounting Policies and Estimates

The preparation of our interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of ~~the~~these interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our ~~S-1/A, effective October 13, 2020.~~Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 22, 2022. There have been no material changes in these critical accounting policies.

Recently ~~Issued~~Adopted Accounting Pronouncements

~~See~~Reference is made to Note 12, Summary of Significant Accounting Policies, to ~~our~~the interim condensed consolidated ~~condensed~~ financial statements included ~~in Part I,~~under Item 1 ~~Financial Information for~~in this ~~quarterly report on Form 10-Q.~~Report.

~~Seasonality~~
We do not expect our sales to be impacted by seasonal demands for our products and services. Also, due to the fact we use indoor grow space, seasonality should not have any impact on our cultivation operations.
~~Contractual Obligations~~
~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC's~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("(“Exchange ~~Act"~~Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, ~~2020.~~2022.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to ~~the fiscal year ended December 31, 2019,~~September 30, 2022, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control

system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

P~~ART~~
PART II -– OTHER INFORMATION

None.
ITEM 1.LEGAL PROCEEDINGS

From time to time, ~~the Company~~we may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although ~~the Company~~we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We are a party to legal proceedings ~~with~~by our Farmhouse DTLA.
In August 2017, our subsidiary, ~~Farmhouse~~ 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, ~~the Company’s subsidiary,~~ 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 AHPS alleging breach of contract, amongst other things, as a result of DTLA’s agreement with AHPS. Subsequent to Farmhouse filing the lawsuit, AHPS sent a letter to Farmhouse purporting to unilaterally “cancel” the agreement. In December 2017, DTLA filed a Motion to Stay Proceedings and Compel Arbitration which was granted by the Court on March 27, 2018. The arbitration has been in the discovery phase and a trial date has been set for February 2021. The Company expects a ruling by the second quarter of 2021, although there can be no assurance the proceedings will be completed in this time frame or that the arbitrator will rule in the Company’s favor. The Company isLAFI, seeking to ~~vigorously~~ enforce its contract rights under the ~~contract~~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.
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.
Although ownership percentages over 20% would typically be accounted for using the equity method, we are accounting for this investment as an investment in equity securities due to the Company not having significant influence over the LA dispensary. The cost of this investment was expensed during the fiscal year ended December 31, 2017 and, due to uncertainties surrounding the value of the LA dispensary and determining any award of back profits and interest, as well as ~~seek damages related to additional claims.~~ the pending litigation, no value has been reflected in our interim condensed consolidated financial statements as of September 30, 2022.

~~Other than listed above, we know~~In August 2022, a receiver was appointed by the Los Angeles County Superior Court to assume control of ~~no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff~~LAFI. The receiver is in ~~any material proceeding or pending litigation. There are no proceedings~~the process of selling LAFI. Reference is made to Note 9, Litigation, to the interim condensed consolidated financial statements included under Item 1 in ~~which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.~~this Report.

ITEM 1A.RISK FACTORS

We ~~are~~qualify as a smaller reporting company, as defined by ~~Rule 12b-2~~Item 10 of ~~the Securities Exchange Act of 1934~~Regulation S-K and, thus, are not required to provide the information ~~under~~required by this ~~item though given the potential impact of the novel coronavirus, management felt it prudent to include the following:~~
~~TThe novel coronavirus~~ (~~COVID-19) global pandemic could adversely impact our business.~~Item.

The emergence of COVID-19 around the world presents significant risks to our Company, not all of which we are able to fully evaluate or even foresee at the current time. While the COVID-19 pandemic did not materially adversely affect our Company’s financial results and business operations in the third fiscal quarter ended September 30, 2020, economic and health conditions in the United States and across most of the globe have changed since the end of the quarter.
The COVID-19 pandemic may affect our operations in future quarters. These factors may have far reaching impacts on our business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of our Company’s management and employees, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond our Company’s control, continue to evolve and the outcomes are uncertain. Management cannot predict the full impact of the COVID-19 pandemic on our Company’s sales or on economic conditions generally. The ultimate extent of the effects of the COVID-19 pandemic on our Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Common Stock Offerings
In April 2021, the Board 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 terminated on August 21, 2021. In addition, the Board 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.
On February 1, 2022, the Board authorized an offering of up to 294,118 shares of 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 nine months ended September 30, 2022, we sold 69,900 shares of common stock under this offering for proceeds of $59,415. This offering expired on August 1, 2022.

Unless otherwise indicated, all of the following sales or issuances of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, except as noted below). All of the shares issued were issued in transactions not involving a public offering, are considered

to be restricted stock as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect.
Common Stock Issuances
A summary of our common stock transactions for the nine months ended September 30, 2022 is as follows:

1.·~~Quarterly Issuances:~~
~~The Company issued 56,574~~We sold 69,900 shares of common stock ~~during~~for cash proceeds of $59,415.
·We issued 193,500 shares of common stock for services rendered and recorded an expense of $189,582 for the ~~three~~nine months ended September 30, ~~2020.~~2021 based on the closing price of our common stock on the OTCQB market.

1.·~~Subsequent Issuances:~~We granted Restricted Stock Awards of 1,070,000 shares of common stock under our 2021 Omnibus Incentive Plan to officers, directors, and consultants.

~~Subsequent to September 30, 2020, the Company has issued 4,000~~As a result of these transactions, we have 17,027,950 shares of common ~~stock.~~stock outstanding as of September 30, 2022.
A summary of our common stock transactions for the nine months ended September 30, 2021 is as follows:
·We sold 8,000 shares of common stock for cash proceeds of $6,000.
·We issued 246,178 shares of common stock for services rendered and recorded an expense of $229,068 for the nine months ended September 30, 2021 based on the closing price of our common stock on the OTC Pink market.
·We sold 238,236 shares of common stock under the Offering for proceeds of $121,500.
·We issued 39,844 shares of common stock for anti-dilution protection to five investors who invested at a per share price higher than the Offering Price in the last 12 months.
·We issued 30,000 shares of common stock in settlement of $30,000 of liabilities and recognized a gain on extinguishment of debt in connection with this settlement. which is recorded as other income for the three and nine-month periods ended September 30, 2021.
·We granted a Restricted Stock Award of 200,000 shares of common stock under our Omnibus Incentive Plan to a Company officer. See Note 8.
As a result of these transactions, we have 15,618,050 shares of common stock outstanding as of September 30, 2021.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

There have been no events which are required to be reported under this item.

ITEM 4.MINE SAFETY DISCLOSURES

~~N/A.~~Not applicable.

ITEM 5.OTHER INFORMATION
~~N/A~~
None.

ITEM 6.EXHIBITS

The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, ~~2020~~2022
or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

NEVADA (NV)	333-238326	46-3321759
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

		~~Page~~
~~Part I – Financial Information~~

~~Item 1.~~	~~Financial Statements~~	4
~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	19
~~Item 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~	23
~~Item 4.~~	~~Controls and Procedures~~	23

~~Part II – Other Information~~
~~Item 1.~~	~~Legal Proceedings~~	24
~~Item 1A.~~	~~Risk Factors~~	24
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	25
~~Item 3.~~	~~Defaults Upon Senior Securities~~	25
~~Item 4.~~	~~Mine Safety Disclosures~~	25
~~Item 5.~~	~~Other Information~~	25
~~Item 6.~~	~~Exhibits~~	25

~~Signatures~~		26
~~Certifications~~

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2020	2019	2020	2019

Net revenues	$ 5,000	$ -	$ 7,940	$ 18,750

Total revenues	5,000	$ -	7,940	18,750

Operating expenses
General and administrative expenses	156,698	147,422	435,295	462,614

Total operating expenses	156,698	147,422	435,295	462,614

Loss from operations	(151,698)	(147,422)	(427,355)	(443,864)

Other income (expense):
Interest expense	(2,309)	(2,387)	(40,663)	(10,406)

Total other expense	(2,309)	(2,387)	(40,663)	(10,406)

Loss from operations before income taxes	(154,007)	(149,809)	(468,018)	(454,270)

Income taxes	-	-	-	-

Net Income (loss)	(154,007)	(149,809)	(468,018)	(454,270)

Net income (loss) per common share
Basic and diluted	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.04)

Weighted average common shares; basic and diluted	14,722,264	12,971,918	14,659,590	11,801,747

			Additional			Total
	Common Stock		Paid-In	Subscription	Accumulated	Stockholders'
	Shares	Amount	Capital	Receivable	Deficit	Equity
Balance at June 30, 2020	14,722,264	$ 1,473	$ 3,045,497	$ -	$ (3,594,870)	$ (547,900)
Stock issued for services	56,574	6	56,568	-	-	56,574
Net loss for the three months ended
September 30, 2020	-	-	-	-	(154,007)	(154,007)

Balance at September 30, 2020	14,778,838	$ 1,479	$ 3,102,065	$ -	$ (3,748,877)	$ (645,333)

			Additional			Total
	Common Stock		Paid-In	Subscription	Accumulated	Stockholders'
	Shares	Amount	Capital	Receivable	Deficit	Equity
Balance at June 30, 2019	11,364,186	$ 1,136	$ 2,768,356	$ (2,001)	$ (3,022,248)	$ (254,757)
Sale of common stock	21,875	2	34,998	(35,000)	-	-
Stock issued for services	13,709	1	24,990	-	-	24,991
Stock issued in reorganization	3,059,422	306	(11,798)	-	-	(11,492)
Net loss for the three months ended
September 30, 2019	-	-	-	-	(149,809)	(149,809)

Balance at September 30, 2019	14,459,192	$ 1,445	$ 2,816,546	$ (37,001)	$ (3,172,057)	$ (391,067)

	Subscription	Affiliate	Event Tickets	Referral
	Fees	Advertising	and Sponsorship	Fees	Total
2020	$ -	$ -	$ 2,940	$ 5,000	$ 7,940
2019	$ -	$ -	$ -	$ 18,750	$ 18,750

	Three months ended Sept. 30,				Nine months ended Sept. 30,
	2022		2021		2022		2021
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Subscription fees	$	-	$	149	$	149	$	695
Affiliate advertising		-		-		-		8,850
Referral fees		-		-		-		2,500
License revenues		4,974		-		7,474		-
Total revenues	$	4,974	$	149	$	7,623	$	12,045

	Farmhouse, Inc.	Revival, Inc.	Proforma combined
	for the nine months ended	for the period ended	for the nine months ended
	September 30,	August 13,	September 30,
	2019	2019	2019
Net revenues	$ 18,750	$ -	$ 18,750
Total revenues	18,750	-	18,750
Operating expenses
General and administrative expenses	462,614	21,076	483,690
Total operating expenses	462,614	21,076	483,690
Loss from operations	(443,864)	(21,076)	(464,940)
Other income (expense):
Interest expense	(10,406)	-	(10,406)
Total other expense	(10,406)	-	(10,406)
Loss from operations before income taxes	(454,270)	(21,076)	(475,346)
Income taxes	-	-	-
Net Income (loss)	$ (454,270)	$ (21,076)	$ (475,346)

`20202019`2020				2019
Revenues, net	$ 5,000	$ -	$ 7,940		$ 18,750
Operating expenses	156,698	147,422	435,295		462,614
Loss from operations	(151,698)	(147,422)	(427,355)		(443,864)
Other income (expense), net	(2,309)	(2,387)	(40,663)		(10,406)
Net loss, before income tax	$ (154,007)	$ (149,809)	$ (468,018)		$ (454,270)