UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2024
For the quarterly period ended: September 30, 2024
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________

———————

FARMHOUSE, INC.

(Exact name of registrant as specified in its charter)

———————

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

548 Market Street, Suite 90355, San Francisco, CA 94104

(Address of Principal Executive Office) (Zip Code)

(888) 420-6856

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]		Accelerated filer [ ]
	Non-accelerated filer [ ]		Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),

☐ Yes [X] No

The number of shares of the issuer’s Common Stock outstanding as of ~~August~~April 1424, ~~2024~~2025 is 17,~~915~~925,950.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~Certain~~This ~~statements and information included in this~~ Quarterly Report on Form 10-Q for the ~~six~~nine months ended ~~June~~September 30, 2024 (this “Report”) ~~contain~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, ~~as amended (the “Securities Act”),~~ Section 2121E of the Securities Exchange Act of 1934, ~~as amended (the “Exchange Act”),~~ and the Private Securities Litigation Reform Act of 1995. These statements are based ~~upon~~on ~~beliefs~~current ofexpectations, ~~and information currently available to management as well as~~ estimates, and assumptions ~~made~~and byinvolve ~~management.~~risks ~~Readers~~and ~~are~~uncertainties ~~cautioned~~that ~~not~~could tocause ~~place~~actual ~~undue~~results ~~reliance~~to ondiffer ~~these~~materially. ~~forward-looking~~Words ~~statements,~~such ~~which are only predictions and speak only~~ as ~~of the date 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 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~~Readers weare ~~believe~~cautioned ~~that~~not ~~the~~to ~~expectations~~place ~~reflected~~undue inreliance ~~the~~on forward-looking statements ~~are reasonable~~, wewhich ~~cannot~~speak ~~guarantee~~only ~~future~~as ~~results, levels~~ of ~~activity,~~the ~~performance,~~date orof ~~achievements~~this Report. ~~Except~~Although aswe ~~required~~believe byour ~~applicable~~expectations ~~law~~are reasonable, ~~including~~we ~~the~~cannot ~~securities~~guarantee ~~laws~~future ofresults. ~~the~~Except ~~United~~as ~~States~~required by law, we doundertake ~~not~~no ~~intend~~obligation to update any ~~of the~~ forward-looking statements ~~to conform these statements to actual results~~.

CERTAIN TERMS USED IN THIS REPORT

Unless otherwise indicated, references to “Wewe,” “us,” “our,” the “Registrant,” the “Company,” ~~and~~or “Farmhouse” ~~are~~refer ~~synonymous~~to ~~with~~ Farmhouse, Inc., ~~unless otherwise indicated.~~ WeedClub®, Friends in High Places®, WeedClub Select®, and @420® are registered ~~Trademarks~~trademarks of the Company ~~were~~ used throughout this Report.

FARMHOUSE, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

~~June~~September 30, 2024

INDEX

PART I – FINANCIAL INFORMATION3

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
CONSENSED CONSOLIDATED BALANCE SHEETS
	June 30,		December 31,
	September 30,		December 31,
	2024		2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~2,018~~-	$	-
Accounts receivable		~~1,610~~-		4,170
Prepaid expenses		48,~~200~~400		3,990
Total current assets		78,~~828~~400		8,160
Total assets	$	7,828	$	8,160
Deposit on Investment		26,175		-
Total assets	$	34,575	$	8,160
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	6353,~~723~~375	$	45,435
Accrued legal fees		~~406~~416,~~459~~042		387,501
Accrued payroll and payroll taxes		1,~~221~~267,~~824~~860		1,129,752
Accrued liabilities		~~228~~243,~~805~~926		204,050
Accrued interest payable		6974,~~345~~010		61,745
Convertible notes payable, in default		45,000		45,000
Notes payable, $50,000 in default		6085,~~000~~567		50,000
Due to related parties		51,353		28,958
Notes payable to related party		4,500		-
Total current liabilities		2,146,509		1,952,441
Accrued interest payable to related party		121		-
Due to related parties		57,978		28,958
Total current liabilities		2,248,379		1,952,441
Long-term liabilities:
Convertible notes payable, long-term		34,000		34,000
Total long-term liabilities		34,000		34,000
Total liabilities		2,~~180~~282,~~509~~379		1,986,441
Commitments and contingencies		-		-
Stockholders’ deficit:
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2024 and December 31, 2023		-		-
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2024 and December 31, 2023		-		-
Common stock; $0.0001 par value, 295,000,000 shares authorized, 17,728,450 and 17,325,950 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		1,773		1,733
Common stock; $0.0001 par value, 295,000,000 shares authorized, 17,925,950 and 17,325,950 shares issued and outstanding at September 30, 2024 and December 31, 2023		1,793		1,733
Additional paid-in capital		4,~~386~~418,~~224~~274		4,325,474
Accumulated deficit		(6,~~560~~667,~~678~~871)		(6,305,488)
Total stockholders’ deficit		(2,~~172~~247,~~681~~804)		(1,978,281)
Total liabilities and stockholders’ deficit	$	734,~~828~~575	$	8,160
The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
	For the three months ended June 30,				For the six months ended June 30,
	For the three months ended Sept. 30,				For the nine months ended Sept. 30,
	2024		2023		2024		2023
REVENUES
Revenues	$	~~1,893~~-	$	45,~~134~~503	$	4,154	$	510,~~203~~707
Costs of revenues		~~(744)~~-		(2,~~066~~404)		(1,874)		(25,~~601~~006)
Gross margin		~~1,149~~-		23,~~068~~099		2,280		25,~~602~~701
OPERATING EXPENSES
General and administrative		7767,~~689~~604		8481,~~668~~717		~~151~~219,~~870~~474		~~169~~251,~~347~~064
Professional fees		4925,~~119~~220		5824,~~025~~708		79104,~~042~~262		~~132~~157,~~675~~383
Total operating expenses		~~126~~92,~~808~~824		~~142~~106,~~693~~425		~~230~~323,~~912~~736		~~302~~408,~~022~~447
LOSS FROM OPERATIONS		(~~125~~92,~~659~~824)		(~~140~~103,~~625~~326)		(~~228~~321,~~632~~456)		(~~299~~402,~~420~~746)
OTHER INCOME (EXPENSE):
Interest expense		(1314,~~460~~369)		(1213,~~452~~032)		(2640,~~558~~927)		(2438,~~972~~004)
Total other income (expense)		(1314,~~460~~369)		(1213,~~452~~032)		(2640,~~558~~927)		(2438,~~972~~004)
NET LOSS	$	(~~139~~107,~~119~~193)	$	(~~153~~116,~~077~~358)	$	(~~255~~362,~~190~~383)	$	(~~324~~440,~~392~~750)
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.01)	$	(0.01)	$	(0.0102)	$	(0.0203)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		17,~~408~~902,~~148~~254		17,075,950		17,~~339~~517,~~743~~847		17,075,950
The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the three and nine months ended September 30, 2024
For the three and six months ended June 30, 2024
(unaudited)
	Common Stock					Accumulated
	Shares	Par Value		Paid-in Capital		Deficit		Total
Balance at December 31, 2023	17,325,950	$	1,733	$	4,325,474	$	(6,305,488)	$	(1,978,281)
Stock-based compensation on RSA's vested	-		-		15,875		-		15,875
Net loss	-		-		-		(116,071)		(116,071)
Balance at March 31, 2024	17,325,950		1,733		4,341,349		(6,421,559)		(2,078,477)
Common stock sold for cash	62,500		6		24,994		-		25,000
Common stock sold	62,500		6		24,994		-		25,000
Common stock issued for Restricted Stock Awards	340,000		34		(34)		-		-
Stock-based compensation on RSA's vested	-		-		19,915		-		19,915
Net loss	-		-		-		(139,119)		(139,119)
Balance at June 30, 2024	17,728,450	$	1,773	$	4,386,224	$	(6,560,678)	$	(2,172,681)
Common stock issued for Restricted Stock Awards	10,000		1		(1)		-		-
Deposit on Investment	187,500		19		26,156		-		26,175
Stock-based compensation on RSA's vested	-		-		5,895		-		5,895
Net loss	-		-		-		(107,193)		(107,193)
Balance at September 30, 2024	17,925,950	$	1,793	$	4,418,274	$	(6,667,871)	$	(2,247,804)
The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
CONSENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the three and six months ended June 30, 2023
For the three and nine months ended September 30, 2023
(unaudited)
	Common Stock					Accumulated
	Shares	Par Value		Paid-in Capital		Deficit		Total
Balance at December 31, 2022	17,075,950	$	1,708	$	4,159,075	$	(5,744,699)	$	(1,583,916)
Stock-based compensation on RSA's vested	-		-		58,259		-		58,259
Net loss	-		-		-		(171,315)		(171,315)
Balance at March 31, 2023	17,075,950		1,708		4,217,334		(5,916,014)		(1,696,972)
Stock-based compensation on RSA's vested	-		-		58,259		-		58,259
Net loss	-		-		-		(153,077)		(153,077)
Balance at June 30, 2023	17,075,950	$	1,708	$	4,275,593	$	(6,069,091)	$	(1,791,790)
Stock-based compensation on RSA's vested	-		-		19,934				19,934
Net loss	-		-		-		(116,358)		(116,358)
Balance at September 30, 2023	17,075,950	$	1,708	$	4,295,527	$	(6,185,449)	$	(1,888,214)
The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
(unaudited)
	For the six months ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~255~~362,~~190~~383)	$	(~~324~~440,~~392~~750)
Adjustments to reconcile net income (loss) to netcash used by operating activities:
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Stock-based compensation on RSA's vested		3541,~~790~~685		~~116~~136,~~518~~452
Changes in operating assets and liabilities:
Accounts receivable		24,~~560~~170		(52,~~203~~320)
Prepaid expenses		(~~210~~4,410)		(~~180~~190)
Accounts payable		176,~~120~~773		1321,~~283~~363
Accrued legal fees		1828,~~958~~541		2029,~~198~~781
Accrued payroll and payroll taxes		92138,~~072~~108		92138,~~072~~108
Accrued liabilities		2439,~~755~~876		2436,000
Accrued interest payable		712,~~601~~265		59,~~709~~158
Net cash used in operating activities		(56,544)		(57,995)
Accrued interest payable to related party		121		-
Net cash used in operating activities		(95,254)		(72,398)
CASH FLOWS FROM INVESTING ACTIVITIES:		-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		25,000		-
Proceeds from borrowings on note payable		1035,~~000~~567		-
Proceeds from borrowings of convertible notes payable		-		25,000
Proceeds from borrowings on note payable from related party		4,500		-
Borrowings from related party debt and short-term advances		23,562		-
Proceeds from borrowings of convertible notes payable		-		34,000
Repayment of related party debt and short-term advances		-		(21,254)
Borrowings from related party debt and short-term advances		30,187		2,751
Net cash provided by financing activities		58,562		3,746
Repayment of related party debt and short-term advances		-		(21,255)
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,018		(54,249)
Net cash provided by financing activities		95,254		15,496
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		-		62,063
NET CHANGE IN CASH		-		(56,902)
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,018	$	7,814
CASH AT BEGINNING OF PERIOD		-		62,063
NONCASH INVESTING AND FINANCING ACTIVITIES:
CASH AT END OF PERIOD	$	-	$	5,161
Repayment of related party short-term advances with credit card	$	1,167	$	1,048
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	$	-	$	-
Income taxes	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Repayment of related party advances with credit card	$	1,167	$	2,490
Deposit in investment	$	26,175	$	-
The accompanying notes are an integral part of these condensed consolidated financial statements

FARMHOUSE, INC. AND SUBSIDIARIES

NOTES TO QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

The Company was incorporated in June 2013 as Somerset Transition Corporation under the Oklahoma General Corporation Act. In September 2013, the Company was redomesticated in Maryland and changed its name to Somerset Property, Inc. In July 2017, the Company was redomesticated in Nevada and changed its name to Revival, Inc. In June 2019, the Company changed its name to Farmhouse, Inc. to reflect its new business endeavors.

In August 2019, the Company acquired Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) as its wholly owned subsidiary (the “Acquisition”). The financial statements of the Company are the continuation of Farmhouse Washington with the adjustment to reflect the capital structure of the Company. The consolidated financial statements also ~~includes~~include Farmhouse DTLA, Inc., a wholly owned subsidiary of Farmhouse Washington (“DTLA”). ~~DTLA is party to certain litigation. See Note 9.~~

Current Operations

The Company is a technology ~~company~~business with multiple ~~cannabis related~~ divisions and IPa portfolio of intellectual property, including the WeedClub® ~~Platform~~platform, the @420 Twitter handle, and a Web3 division. The ~~WeedClub®~~Web3 ~~Platform~~division, islaunched ain ~~cannabis~~December ~~social~~2021, ~~network~~was ~~platform~~intended ~~that~~to ~~enables~~facilitate ~~industry~~licensing ~~professionals~~opportunities tobetween ~~connect,~~established ~~discover~~cannabis ~~products~~brands and ~~services~~holders ~~and~~of ~~scale~~influential ~~their~~digital ~~businesses.~~collectibles ~~Within~~for the ~~WeedClub®~~launch ~~Platform,~~of ~~members~~branded ~~utilize~~digital anproducts ~~increasing~~and ~~set~~accessories. ofRevenues ~~technology-based~~from ~~tools~~this ~~for~~initiative ~~discovering~~have ~~professional~~been ~~connections~~limited, and ~~information.~~the ~~The~~ Company’s ~~@420~~has ~~Twitter~~ceased ~~handle~~pursuing ~~serves~~this asline aof ~~public platform to engage with cannabis enthusiasts~~business. The Company’s ~~Web3~~is ~~division,~~now ~~launched~~pursuing inacquisition ~~December 2021, facilitates licensing~~ opportunities ~~between established cannabis brands and influential digital collectible holders~~ to ~~launch~~leverage ~~digital~~its ~~collectible~~public ~~branded~~structure ~~products~~ and ~~accessories~~enhance shareholder value.

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

OnAs ~~May~~part ~~17,~~of ~~2024,~~ the ~~Company~~SEA, ~~executed~~Thrown’s amanagement ~~non-binding~~team, ~~Memorandum~~including ofkey ~~Understanding~~executives, ~~(“MOU”)~~will ~~which~~continue ~~establishes~~to operate the ~~framework~~business ~~for~~under athe ~~proposed~~Company’s ~~acquisition~~ownership. ofThe ~~all~~transaction ~~membership~~also ~~interests~~includes ofan ~~Thrown,~~Earnout ~~LLC~~Agreement ~~(“Thrown”).~~that ~~Thrown,~~provides ~~operating~~performance-based ~~under the brand Nappy Boy Dranks~~incentives, is a ~~joint~~Voting ~~venture~~Agreement ~~beverage~~that ~~firm~~outlines ~~led~~provisions byconcerning ~~T-Pain,~~ the ~~Grammy~~voting ~~Award-winning~~rights ~~artist,~~related ~~professional~~to ~~gamer,~~the ~~and entrepreneur (“T-Pain”). Thrown~~Company’s ~~premier~~board ~~product,~~composition ~~T-Pain’s~~and ~~GamerShot,~~matters issurrounding athe ~~zero-crash~~SEA, ~~focus-enhancing~~and ~~functional~~an ~~esports~~Investor ~~beverage,~~Rights ~~featuring~~and aManagement ~~proprietary~~Agreement ~~Nootropic~~that ~~Energy~~will ~~Blend~~govern ~~and~~future ~~conveniently~~operations ~~packaged~~and inestablish ~~2-ounce~~ongoing ~~servings.~~governance structures.

The ~~MOU~~transaction ~~provides~~is ~~for~~subject ~~consideration~~ to ~~Thrown~~customary ofclosing a)conditions, ~~equity~~including ~~deposit~~the ofCompany ~~$75,000~~entering ininto ~~Company~~a ~~shares,~~financing ~~subject~~agreement to ~~lockup~~raise ~~and~~between ~~specific~~$5 ~~return~~million ~~conditions,~~and b)$10 ~~cash~~million. ~~compensation~~The ~~contingent~~transaction onis ~~the~~structured ~~Company~~to ~~raising~~qualify ~~$5-$10~~as ~~million~~a intax-free ~~equity~~exchange ~~financing,~~under cSection 368(a) ~~equity~~of ~~compensation~~the ~~involving~~Internal ~~issuance~~Revenue Code. Completion of ~~5,130,000~~the ~~shares~~transaction remains subject to ~~Thrown~~various conditions, d)and ~~expense~~there ~~reimbursement~~can upbe tono ~~$100,000~~assurance ~~for~~that ~~organizational~~the ~~and~~SEA ~~operating~~will ~~expenses~~close. As of April 25, e)2025, ~~license~~the ~~payment~~date of ~~$50~~this report,~~000~~ tothe ~~Nappy~~SEA ~~Boy~~has ~~Dranks,~~not ~~LLC~~closed, and f)the ~~additional~~Company ~~shares~~and ~~based~~Thrown onremain ~~sales~~in ~~milestones~~discussions. toSee beNote ~~negotiated~~3 and 14.

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

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

Going Concern and Management’s Plans

The accompanying unaudited interim condensed consolidated financial statements have been presented on the basis that the Company is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the ~~six~~nine months ended ~~June~~September 30, 2024, the Company had a net loss from operations of $~~255~~321,~~190~~456 and as of ~~June~~September 30, 2024, the Company had stockholders’ deficit of $2,~~172~~247,~~681~~804. In view of these matters, the recoverability of any asset amounts shown in the accompanying unaudited interim condensed consolidated financial statements is dependent upon the Company’s ability to expand operations and achieve profitability from its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

NOTE 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”) in the United States 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~~consolidation.

Financial Statement Reclassification

Certain amounts ~~from~~in the prior year’s financial statements have been reclassified into ~~these~~conform ~~unaudited~~to ~~interim~~the ~~condensed~~current ~~consolidated~~period’s ~~financial~~presentation. ~~statements~~These toreclassifications ~~conform~~had tono ~~the~~effect ~~current~~on ~~year~~previously reported net loss or stockholders’s ~~classifications~~equity.

Cash and Cash Equivalents

Cash and cash equivalents as of ~~June~~September 30, 2024, included cash held in banks. The Company considers all highly liquid ~~instruments~~investments with ~~maturity~~original ~~dates~~maturities ~~within~~of 90three ~~days~~months or less at the time of ~~issuance~~purchase to be cash equivalents.

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements ~~contained in this Report~~ have been prepared in accordance with U.S. GAAP and the rules of the Securities and Exchange Commission (“SEC”) ~~for~~applicable to interim financial information. ~~and~~They do not include all of the information orand ~~disclosures~~footnotes required ~~by 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, 2023, filed with the ~~Securities~~SEC ~~and Exchange Commission~~ on July 11, 2024. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation ~~of financial position and the results of operations for the interim periods presented~~ have been ~~reflected herein~~included.

Use of Estimates

~~Operating results for interim periods are not necessarily indicative of the results to be expected for the full year.~~ The preparation of financial statements in ~~accordance~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and ~~the~~ related disclosures at the date of the financial statements and during the reporting ~~period~~periods. Significant estimates include those related to convertible debt, deferred tax assets and any related valuation ~~allowance~~allowances, ~~and related disclosure of~~ contingent assets and liabilities., ~~The~~and ~~Company~~stock-based ~~evaluates~~compensation. ~~its~~Actual ~~estimates~~results ~~based~~could onmaterially ~~historical~~differ ~~experience~~from ~~and~~those onestimates. ~~various~~Operating ~~other~~results ~~assumptions~~for ~~that~~interim itperiods ~~believes~~are tonot benecessarily ~~reasonable~~indicative ~~under~~of the ~~circumstances.~~results ~~Actual~~that ~~results~~may ~~could~~be ~~materially~~expected ~~differ~~for ~~from~~the ~~these~~full ~~estimates~~year.

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount. ~~and~~Accounts receivable do not bear interest. ~~Receivables~~and are presented net of ~~the~~an allowance for doubtful accounts ~~in the accompanying unaudited interim condensed consolidated balance sheets~~. WeThe ~~evaluate~~Company evaluates the collectability of ~~our~~its accounts receivable and ~~determine~~establishes ~~the~~an ~~appropriate~~ allowance ~~for doubtful accounts~~ based on a combination of factors, including historical collection trends and specific information about customer credit risk. When wethe ~~become~~Company becomes aware of a customer’s inability to meet its financial ~~obligation~~obligations, a specific allowance for doubtful accounts is recorded,. ~~reducing~~During the ~~receivable~~nine tomonths ~~the~~ended ~~net~~September ~~amount we reasonably expect to collect. As of June~~ 30, 2024 ~~and December 31~~, ~~2023,~~the ~~one~~Company ~~licensee~~recognized ~~represented~~bad ~~100%~~debts of ~~the receivable balances of~~ $~~1,610~~607 ~~and~~on ~~$4,170,~~its ~~respectively.~~accounts receivable.

Revenue Recognition

InThe Company recognizes revenue in accordance with ASC ~~No.~~ 606, Revenue ~~Recognition, the Company recognizes revenue~~ from ~~product~~Contracts ~~sales~~with orCustomers. ~~services~~Revenue ~~rendered~~is recognized when ~~the~~control ~~following~~of ~~five revenue recognition criteria are met: identify~~ the ~~contract~~promised ~~with~~goods ~~the~~or ~~client,~~services ~~identify~~is ~~the~~transferred ~~performance~~to ~~obligations~~customers in ~~the~~an ~~contract,~~amount ~~determine~~that reflects the ~~transaction~~consideration ~~price, allocate~~ the ~~transaction~~Company ~~price~~expects to ~~performance~~receive ~~obligations~~ in ~~the~~exchange ~~contract~~for ~~and~~those ~~recognize~~goods ~~revenues when~~ or ~~as the Company satisfies a performance obligation~~services.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company generated revenues of $4,154 and $510,~~203~~707, respectively. During the three months ended ~~June~~September 30, 2024 and 2023, the Company generated revenues of zero and $5,503, respectively. Revenues were generated from license fees in connection with NFT art license agreements, whereby licensees are granted a limited right to use the Company’s NFTs for the purpose of creating, marketing, and selling branded cannabis and hemp products and accessories. The Company’s performance obligation is met upon granting the licensee access to the NFTs. Revenue is recognized as the licensee sells products, based on a percentage of their gross sales. Fees are due the month after

revenues of $1,893 and $4,134, respectively. Revenues are 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 purpose of creating, marketing, and selling branded cannabis and hemp products and accessories. The Company’s performance obligation is met upon granting the customer access to its licensed NFT’s. The Company recognizes license revenues or royalties when the subsequent sale of the cannabis and hemp products and accessories by the licensee occurs. The amount of license revenue or royalties recognized is based on a percentage of the sales ~~price of the licensee’s sales of its cannabis and hemp products and accessories. Fees are due the month after customer sales~~ occur. One licensee accounted for ~~90% and~~ 100% of license revenues for each of the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023.

The corresponding costs of revenues associated with license revenues were $1,874 and $25,~~601~~006 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively, and ~~$744~~zero and $2,~~066~~404 for the three months ended ~~June~~September 30, 2024 and 2023, respectively.

As discussed in Note 1, the Company has ceased pursuing its NFT licensing business and does not expect to generate further licensing revenues. The decision to discontinue this line of business was made as part of a strategic shift to focus on other opportunities, and the Company is no longer actively marketing or entering into new NFT licensing agreements.

Related Party Transactions

The Company identifies and discloses transactions with related parties in accordance with ASC 850, Related Party Disclosures. Related party transactions are recorded on terms that are no more favorable to the related parties than those that would be available in similar transactions with unaffiliated third parties.

Earnings (Loss) per Common Share

Net income (loss) per common share is computed ~~pursuant~~in toaccordance with ASC 260~~-10-45~~, Earnings per Share ~~– Overall – Other Presentation Matters~~. Basic net income (loss) per common share is ~~computed~~calculated by dividing net income (loss) by the weighted average number of ~~shares of~~ common ~~stock~~shares outstanding during the period. Diluted net income (loss) per common share is ~~computed~~calculated by ~~dividing~~adjusting ~~net income (loss) by~~ the weighted average number of ~~shares of~~ common ~~stock~~shares ~~and potentially~~ outstanding ~~shares~~to ofinclude ~~common~~potentially ~~stock~~dilutive ~~during the period~~securities. ~~The~~As ~~weighted average number~~ of ~~common~~September ~~shares~~30, ~~outstanding~~2024 and ~~potentially~~December ~~outstanding~~31, ~~common~~2023, ~~shares assumes that we incorporated as of~~ the ~~beginning~~Company ofhad ~~the~~no ~~first~~potentially ~~period~~dilutive ~~presented~~securities.

~~All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti~~Stock-~~dilutive~~Based ~~common stock equivalents are not included in our loss per share calculations. As of June 30, 2024 and December 31, 2023, the Company had no potentially dilutive securities.~~ Compensation

Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and recognized on a straight-line basis over the vesting period.

Recently Issued Accounting Pronouncements

~~There~~The ~~are~~Company nohas evaluated all recently issued accounting pronouncements ~~that~~by the ~~Company~~Financial ~~has~~Accounting Standards Board (“FASB”), including those not yet ~~adopted~~effective, ~~that~~and ~~they~~does ~~believe~~not ~~are~~expect ~~applicable~~any orof ~~would~~these standards to have a material impact on ~~the~~its unaudited interim condensed consolidated financial statements ofor ~~the~~related ~~Company~~disclosures.

NOTE 3 – ~~CONVERTIBLE~~DEPOSIT ~~NOTES~~ON ~~PAYABLE, IN DEFAULT~~INVESTMENT

~~Convertible~~As ~~notes~~discussed ~~payable is comprised of a promissory note to an unrelated individual~~ in ~~the~~Note ~~amount of $45~~1,~~000~~ asthe ofCompany ~~June~~entered ~~30,~~into ~~2024~~a ~~and~~Share ~~December~~Exchange ~~31,~~Agreement ~~2023.~~with ~~Principal~~Thrown and ~~interest~~its ~~was~~members ~~originally~~for ~~due~~a inproposed ~~July~~acquisition ~~2018~~of ~~and~~all ismembership ~~currently~~interests inof ~~default~~Thrown. ~~The loan bears interest at 18% per annum~~Thrown, ~~accrued~~operating ~~monthly~~under ~~and is unsecured. Interest expense related to~~ the ~~convertible~~brand ~~note~~Nappy ~~payable~~Boy ~~was $4~~Dranks,~~040~~ ~~and~~is ~~$4,017~~a ~~for~~beverage ~~the~~company ~~six~~whose ~~months~~initial ~~ended~~product ~~June~~is 30GamerShot, ~~2024~~a ~~and~~nootropic ~~2023,~~functional ~~respectively~~esports ~~and~~beverage ~~$2,021~~packaged ~~and~~in $2~~,019~~-ounce ~~for the three months ended June 30, 2024 and 2023, respectively~~servings. ~~Accrued interest on the convertible note payable was $56,434 and $52,394 as of June 30, 2024 and December 31, 2023, respectively.~~

~~The~~Pursuant ~~note~~to ~~and~~the ~~any~~SEA, ~~unpaid~~the ~~accrued~~consideration ~~interest~~to ~~automatically~~be ~~converts~~provided into ~~whole~~Thrown ~~upon~~includes: a) ~~qualified financing which is defined as~~ an equity ~~financing~~deposit ~~resulting in gross proceeds to the Company~~ of ~~at least~~ $~~750~~75,000 ~~(including the conversion of the Notes and other debt). The conversion price would be equal to 100% of the per share price paid~~ in ~~the qualified financing, provided that: if the~~ Company ~~valuation associated with the Qualified Financing is less than $15~~shares,~~000,000,~~ ~~the~~subject ~~valuation~~to ~~associated~~lockup ~~with the conversation shall be $15,000,000;~~ and, ifspecific ~~the~~return ~~Company valuation associated with the Qualified Financing is greater than $30~~conditions,~~000,000,~~ ~~the~~b) ~~Company~~cash ~~valuation~~compensation ~~associated~~contingent ~~with~~on ~~the conversion shall be $30,000,000.~~

~~NOTE~~the 4Company ~~– NOTES~~raising ~~PAYABLE~~$5-$10 million in equity financing, c) equity compensation involving issuance of 5,130,000 shares to Thrown, d) expense reimbursement up to $100,000 for organizational and operating expenses, e) license payment of $50,000 to Nappy Boy Dranks, LLC, and f) additional shares based on sales milestones to be negotiated.

InDuring ~~2021,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aSeptember ~~loan agreement~~30, ~~not to exceed $75~~2024,~~000.~~ ~~with~~the anCompany ~~unaffiliate individual (“Lender”)~~ and ~~borrowed~~Thrown ~~$50,000~~agreed asto a ~~first~~price ~~advance.~~per ~~This~~share ~~loan, which was due six months after the first advance, remains outstanding as~~ of ~~June 30, 2024~~$0.40 ~~The~~for ~~loan bears interest at 6% per annum. At~~ the ~~Lender~~Company’s ~~sole~~common ~~discretion~~stock, and the ~~maturity~~Company ~~date~~issued ~~may be extended~~187,500 ~~but~~shares ~~currently remains in default. Borrowings under this loan agreement shall remain senior with respect~~ to ~~priority~~Thrown ~~lien~~as ~~and~~the ~~right~~$75,000 ofequity ~~payment~~deposit torequired ~~any~~under ~~indebtedness acquired by~~ the ~~Company~~SEA. AsThe afair ~~condition~~market ofvalue ~~the loan, the Company’s Chief Executive Officer personally and unconditionally guaranteed the timely repayment~~ of the ~~loan~~stock ~~and is liable for any amounts remaining due and owed if unpaid. Interest expense~~ on ~~this~~July ~~loan was $1~~6,~~496~~ ~~and $1,487 for the six months ended June 30,~~ 2024 ~~and 2023~~, ~~respectively~~measured ~~and~~at ~~$748~~the ~~for~~closing ~~each~~price ofon the ~~three~~OTCQB ~~months ended June 30~~market, ~~2024 and 2023. Accrued interest on this borrowing~~ was $~~9,132~~0.1396 ~~and~~per $7share,~~636~~ asor ofapproximately ~~June 30~~$26, ~~2024 and December 31, 2023, respectively~~175.

OnBecause ~~April 26, 2024,~~ the ~~Company~~closing ~~entered~~conditions ~~into~~had ~~promissory~~not ~~notes~~been ~~with~~satisfied ~~two~~as ~~unrelated~~of ~~parties~~September ~~each for $5~~30,~~000,~~ ~~for cash proceeds of $10~~2024,~~000.~~ ~~These~~the ~~notes~~Company ~~bear~~determined ~~interest~~that atcontrol ~~20%~~of ~~per~~the ~~annum~~underlying ~~and~~business ~~are~~had ~~unsecured.~~not ~~All~~transferred ~~unpaid~~under ~~principal~~ASC 805, ~~along~~Business ~~with~~Combinations. ~~any~~As ~~accrued~~a ~~interest~~result, isthe ~~due~~share onissuance ~~October~~did ~~26,~~not ~~2024.~~qualify ~~Failure~~for torecognition ~~meet~~as ~~the~~a ~~payment~~completed ~~terms~~business combination or ~~any~~as ~~other~~an ~~default~~investment. ~~condition~~Accordingly, onthe ~~these~~Company ~~notes~~recorded ~~could~~the ~~result~~fair invalue ~~financial consequences, including acceleration~~ of the ~~notes’~~shares ~~due~~issued ~~date~~as ~~and~~a ~~additional~~Deposit ~~legal~~for ~~costs.~~Investment ~~Management~~as ~~is aware~~ of ~~the~~September ~~risks~~30, ~~associated~~2024. ~~with~~The ~~this~~deposit ~~high-interest~~represents ~~liability~~an ~~and~~advance ismade ~~committed~~in toanticipation ~~meeting~~of ~~all~~completing ~~obligations under~~ the ~~terms of the notes~~acquisition. ~~Interest~~If ~~expense on these loans was $362 for~~ the ~~three~~acquisition ~~and~~does ~~six~~not ~~months ended June 30~~close, ~~2024.~~the ~~Accrued~~shares ~~interest~~will onbe ~~these~~treated ~~loans~~as ~~was~~a ~~$362~~break-up asfee ofand ~~June~~charged ~~30,~~to ~~2024~~expense.

~~NOTE~~As 5of ~~– CONVERTIBLE~~April ~~NOTES~~25, ~~PAYABLE~~2025, ~~– LONG-TERM~~the date of this report, the SEA has not closed, and the Company and Thrown remain in discussions. See Note 14.

InNOTE ~~May~~4 ~~2023,~~– CONVERTIBLE ~~the~~NOTES ~~Board authorized an offering of up to $1~~PAYABLE,~~000,000~~ ofIN mandatorily convertible notes, designated Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”) to fund its Web3 product development activities and for sales, marketing, and administrative expenses. During the year ended December 31, 2023, the Company raised $34,000 of Series 2023 Notes. The Series 2023 Notes mature on May 31, 2026 and bear interest at 10% per annum. Interest expense related to the Series 2023 Notes was $1,703 and $205 for the six months ended June 30, 2024 and 2023, respectively and $852 and $205 for the three months ended June 30, 2024 and 2023, respectively. Accrued interest on the Series 2023 Notes was $3,418 and $1,715 as of June 30, 2024 and December 31, 2023, respectively.DEFAULT

~~The~~Convertible ~~Series~~notes ~~2023~~payable ~~Notes~~is ~~are~~comprised ~~mandatorily~~of ~~convertible~~a 30promissory ~~calendar~~note ~~days~~issued ~~after the first~~ to ~~occur:~~an ~~(i)~~unrelated ~~the~~individual ~~Company’s~~with ~~common stock has~~ a ~~closing~~principal ~~price~~amount of ~~greater than~~ $~~1.00 for ten consecutive days (the “Market Forced Conversion”)~~45,000 oras ~~(ii) the Company closes on an offering~~ of ~~its~~both ~~common~~September ~~stock~~30, ~~for~~2024 noand ~~less~~December ~~than $1~~31,~~000,000~~ ~~(“Offering Forced Conversion”)~~2023. ~~The~~Principal ~~Series~~and ~~2023~~accrued ~~Notes~~interest ~~shall~~were beoriginally ~~automatically~~due ~~converted~~in ~~into~~July ~~shares~~2018, ofand ~~common~~the ~~stock~~note atis acurrently ~~conversion~~in ~~price equal to 75~~default.8% ofThe ~~(i)~~note ~~the~~bears ~~closing~~interest ~~price~~at ~~of the Company’s common stock on the tenth trading day, for~~ a ~~Market~~rate ~~Forced Conversion, or (ii) the offering price~~ of ~~the~~18% ~~Company’s~~per ~~common stock~~annum, ~~for~~accrues anmonthly, ~~Offering~~and ~~Forced~~is ~~Conversion~~unsecured.

The ~~conversion~~note, ~~price~~together ~~shall~~with ~~equal~~all unpaid accrued interest, is automatically convertible in full upon the ~~sum~~closing of ~~the~~a ~~principal~~qualified ~~amount~~financing. ofA ~~the~~qualified ~~Series~~financing ~~2023~~is ~~Notes,~~defined ~~plus~~as ~~the~~an ~~accrued~~equity ~~and~~financing ~~unpaid~~resulting ~~interest~~in ongross ~~such~~proceeds ~~notes,~~to ~~plus~~the ~~default~~Company ~~interest,~~of ifat ~~any~~least $750,000 on(including the ~~notes~~conversion of this note and other debt). ~~The~~Upon a qualified financing, the conversion price iswould ~~subject~~be equal to ~~equitable~~100% ~~adjustments~~of ~~for~~the ~~stock~~per ~~splits~~share price paid by investors in the financing, ~~stock~~subject ~~dividends~~to orthe ~~rights~~following ~~offerings~~valuation byadjustments: (i) if the Company,’s ~~combinations,~~valuation ~~recapitalization,~~associated ~~reclassifications~~with the qualified financing is less than $15,000,000, ~~extraordinary~~the ~~distributions~~conversion price shall be based on a $15,000,000 valuation; and ~~similar~~(ii) ~~events~~if the valuation exceeds $30,000,000, the conversion price shall be based on a $30,000,000 valuation.

~~Assuming~~Interest expense related to the ~~Series~~convertible ~~2023~~note ~~Notes~~was ~~are~~$6,082 ~~not~~and ~~mandatorily~~$6,059 ~~converted~~for bythe ~~Market~~nine ~~Forced~~months ~~Conversion~~ended orSeptember ~~Offering~~30, ~~Forced~~2024 ~~Conversion~~and 2023, asrespectively, ~~discussed~~and ~~above~~$2,042 for each of the ~~Series~~three months ended September 30, 2024 and 2023, ~~Notes~~respectively. ~~will~~Accrued ~~mature~~interest was $58,476 and $52,394 as ~~follows:~~of September 30, 2024 and December 31, 2023, respectively.

For the fiscal year ended December 31,
2024	$	-
2025		-
2026		34,000
2027		-
2028		-
Total	$	34,000

NOTE 5 – NOTES PAYABLE

~~NOTE~~In 2021, the Company entered into a loan agreement with an unaffiliated individual (the “Lender”) for borrowings up to $75,000 and received a first advance of $50,000. The loan, which was due nine months after the first advance, remains outstanding and in default as of September 30, 2024. The loan bears interest at a rate of 6% ~~– DUE~~per TOannum. ~~RELATED~~At ~~PARTIES~~the Lender’s sole discretion, the maturity date may be extended. Borrowings under this loan are senior in priority to any other indebtedness of the Company. The Company’s Chief Executive Officer personally and unconditionally guaranteed repayment of the loan.

~~Due~~Interest expense related to ~~Related~~this ~~Parties~~loan ~~totaled~~was $512,~~353~~252 and $282,~~958~~244 asfor ofthe ~~June~~nine months ended September 30, 2024 and ~~December 31,~~ 2023, respectively, and is$756 ~~comprised of cash advances provided to the Company~~ for ~~operating~~each ~~expenses and direct payment~~ of ~~Company expenses by Company officers. For~~ the ~~six~~three months ended ~~June~~September 30, 2024, ~~Company~~and ~~officers~~2023, ~~made~~respectively. ~~advances~~Accrued ofinterest was $239,~~562~~888 and ~~were repaid~~ $17,~~167~~636 ~~with~~as ~~the~~of ~~Company’s~~September ~~credit card. For the six months ended June~~ 30, ~~2023,~~2024 ~~Company officers made no advances~~ and ~~were~~December ~~repaid $21~~31,~~254~~ ~~in cash and $1~~2023,~~048~~ ~~with the Company’s credit card~~respectively. ~~The amounts due to related parties are non-interest bearing and are unsecured. See Note 10.~~

~~NOTE~~During 7the ~~– STOCKHOLDERS’~~nine ~~DEFICIT~~months ended September 30, 2024, the Company issued the following unsecured promissory notes to unrelated parties:

Date	Principal Amount	Interest Rate	Maturity Date	Purpose
April 26, 2024	$5,000	20%	October 26, 2024	Cash proceeds
April 26, 2024	$5,000	20%	October 26, 2024	Cash proceeds
July 2, 2024	$11,667	12%	January 2, 2025	Vendor payment
August 9, 2024	$5,500	20%	February 9, 2025	Vendor payment
September 30, 2024	$8,400	20%	March 31, 2025	Vendor payment

Each of the notes bears interest at the stated annual rate, calculated based on the actual number of days elapsed over a 365-day year. All notes are unsecured and provide for acceleration of payment upon the occurrence of customary events of default, including non-payment, insolvency, bankruptcy, or a change of control of the Company. The notes have not been registered under the Securities Act of 1933, as amended, and the holders have represented that they are acquiring the notes for investment purposes only and not with a view to distribution. As of April 25, 2025, the date of this report, the notes are in default.

Interest expense related to these notes was $1,005 and $1,367 for the three and nine months ended September 30, 2024, respectively. Accrued interest was $1,367 as of September 30, 2024.

NOTE 6 – NOTES PAYABLE – RELATED PARTY

On August 12, 2024, the Company entered into an unsecured promissory note with the Company’s Chief Executive Officer in the principal amount of $4,500. The note bears interest at a rate of 20% per annum, calculated based on the actual number of days elapsed over a 365-day year. All unpaid principal and accrued but unpaid interest was due and payable in full on February 12, 2025. The note provides for acceleration of payment upon the occurrence of customary events of default, including the Company’s failure to pay amounts due, insolvency, bankruptcy, or a change of control, as defined in the note. Because the note was issued to the Company’s Chief Executive Officer, it is classified as a related party transaction under applicable accounting standards. See Note 12.

Interest expense related to this note was $121 for the three months ended September 30, 2024 and accrued interest was $121 as of September 30, 2024. As of April 25, 2025, the date of this report, the note matured on February 12, 2025, and remains unpaid. Accordingly, the note is in default.

NOTE 7 – DUE TO RELATED PARTIES

Due to related parties totaled $57,978 and $28,958 as of September 30, 2024 and December 31, 2023, respectively. These amounts are comprised of cash advances provided to the Company for operating expenses and direct payments of Company expenses by Company officers. The amounts due to related parties are non-interest bearing and unsecured. See Note 12.

For the nine months ended September 30, 2024, Company officers advanced $30,187 to the Company and were repaid $1,167 through the use of the Company’s credit card. For the comparable nine months ended September 30, 2023, Company officers advanced $2,751 to the Company, were repaid $21,255 in cash and $2,490 through the use of the Company’s credit card.

NOTE 8 – CONVERTIBLE NOTES PAYABLE – LONG-TERM

In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”), to fund Web3 product development activities as well as sales, marketing, and administrative expenses. During the year ended December 31, 2023, the Company raised $34,000 through the issuance of Series 2023 Notes. The Series 2023 Notes mature 36 months from the issue date (which range between June 1, 2026 and October 2, 2026), and bear interest at 10% per annum.

The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert into shares of common stock at a conversion price equal to 75.8% of: (i) the closing price of the Company’s common stock on the tenth trading day for a Market Forced Conversion, or (ii) the offering price of the Company’s common stock for an Offering Forced Conversion.

The number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events. Assuming the Series 2023 Notes are not mandatorily converted as discussed above, maturity will be in the fiscal year ended December 31, 2026.

Interest expense related to the Series 2023 Notes was $2,564 and $856 for the nine months ended September 30, 2024 and 2023, respectively, and $861 and $651 for the three months ended September 30, 2024 and 2023, respectively. Accrued interest was $4,279 and $1,715 as of September 30, 2024 and December 31, 2023, respectively.

NOTE 9 – 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~~Board of ~~directors~~Directors may, 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~~. As of ~~June~~September 30, 2024, and December 31, 2023, the Company had no shares of preferred stock issued or outstanding.

Common stock transactions

Common stock transactions for the ~~six~~nine months ended ~~June~~September 30, 2024, were as follows:

·On May 17, 2024, the Board granted Restricted Stock Awards (“RSAs”) totaling 340,000 shares of common stock under the 2021 Omnibus Incentive Plan ~~that was approved in May of 2021~~. See Note 810.

·On May 28, 2024, the Company issued 62,500 shares of common stock to an unrelated third party in connection with a Subscription Agreement, priced at $0.40 per share, for cash proceeds of $25,000.

As·On aSeptember ~~result~~6, ~~of these issuances~~2024, the ~~Company~~Board ~~has~~granted 17an RSA of 10,~~728,450~~000 shares of common stock ~~outstanding~~under asthe of2021 ~~June~~Omnibus ~~30,~~Incentive ~~2024~~Plan. See Note 10.

~~There~~·On July 6, 2024, the Company issued 187,500 shares to Thrown, which were novalued at $26,175, measured at the closing price of the Company’s common stock ~~transactions~~on ~~for~~ the ~~six~~OTCQB ~~months~~market ~~ended~~on ~~June~~the ~~30,~~date ~~2023~~of issuance. See Note 3.

As a result of these issuances, the Company had 17,925,950 shares of common stock outstanding as of September 30, 2024.

There were no common stock transactions during the nine months ended September 30, 2023.

Shares Reserved

The Company is required to reserve and keep available offrom its authorized but unissued shares of common stock ana ~~amount~~ sufficient number to ~~affect~~cover shares that could be issued inupon ~~connection with the~~ conversion of the convertible note payable (see Note 34) and ~~its~~the Series 2023 Notes (see Note 58). The convertible note payable and Series 2023 Notes are not convertible as of ~~June~~September 30, 2024, and dowill ~~not~~only become convertible ~~until~~upon the occurrence of future events ~~occur~~, at which time the conversion ~~price~~prices will be determined. Therefore, the number of shares ~~these~~issuable ~~convertible~~upon ~~securities~~conversion ~~are~~is ~~convertible into are~~ not currently determinable, and no shares ~~of common stock~~ were reserved for future issuance as of ~~June~~September 30, 2024, and December 31, 2023.

NOTE 810 – STOCK-BASED COMPENSATION AND RESTRICTED STOCK AWARDS

2021 Omnibus Incentive Plan

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

~~Any~~Options ~~options to be~~ granted under the 2021 OIP may be either “incentive stock options,” as defined in Section ~~422A~~422 of the Internal Revenue Code, or “non-statutory stock options,” subject to Section 83 of the Internal Revenue Code, at the discretion of the Board of Directors and as ~~reflected~~set forth in the ~~terms~~applicable ofaward ~~the written option~~ agreement. The option exercise price ~~shall~~may not be less than 100% of the fair market value of the ~~optioned~~Company’s common stock on the date ~~the~~of ~~option~~grant is(or ~~granted. The option price shall not be less than~~ 110% ofin the ~~fair~~case ~~market value~~ of ~~the~~a ~~optioned~~participant ~~common~~who ~~stock~~owns ~~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’s stock). Options become exercisable ~~based~~at times and on ~~the~~conditions ~~discretion~~determined ofby the Board and must be exercised within ten years from the date of grant (or five years ~~from~~for ~~date~~optionees ofholding ~~grant~~more ~~for~~than ~~Company~~10% ~~employees~~of ~~and~~the ~~directors~~Company’s voting stock).

~~Any~~Restricted ~~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~~typically ~~vested~~vest in ~~various~~ monthly or quarterly installments ~~from the date of grant~~, subject to the recipient’s ~~remaining~~continued inservice with the Company’s ~~service~~ on ~~specified~~the applicable vesting dates. Vesting of restricted stock awards is based solely on ~~time~~continued ~~vesting~~service. Stock-based compensation expense is recognized ason ~~the~~a ~~shares~~straight-line basis as awards vest, with a corresponding ~~offset~~credit ~~credited~~ to additional paid-in- capital.

Restricted Stock Awards (“RSAs”)

A summary of the Company’s non-vested restricted stock awards as of ~~June~~September 30, 2024, and changes for the ~~six~~nine months then ended is presented below:

Restricted Stock Awards	~~Restricted Stock Awards~~Shares			Weighted Average Grant Date Fair Value
Non-vested restricted stock awards, Dec. 31, 2023		270,000	$	$	0.128
Awarded		~~340~~350,000	$	$	0.~~084~~089
Vested		(~~255~~325,000)	$	$	0.14128
Forfeited		-	$	$	-
Non-vested restricted stock awards, June 30, 2024		355,000		$	0.077
Non-vested restricted stock awards, Sept. 30, 2024		295,000	$		0.081

On May 17, 2024, the Board ~~granted~~of ~~Restricted~~Directors ~~Stock~~granted ~~Awards~~a ~~(“RSAs”)~~total ~~totaling~~of 340,000 ~~shares~~RSAs ~~of common stock~~ under the 2021 OIP to advisors ~~that~~deemed ~~the Board determined to be~~ critical to closing the ~~aforementioned~~SEA ~~MOU,~~with ~~including~~Thrown. The awards included 100,000 ~~RSA~~RSAs ~~shares~~ to LFSI, the Company’s contracted CFO, ~~LFSI,~~ and 240,000 ~~RSA~~RSAs ~~shares~~ to the ~~newly engaged~~ Company’s ~~legal counsel. The RSA shares to LFSI vest 50,000 shares on June 30, 2024 and 25,000 shares over each of the following two fiscal quarters. The RSA shares to the~~ newly engaged ~~Company~~ legal counsel ~~vest 10,000 shares monthly starting on June 30, 2024 and continuing until May 31, 2026~~. No RSAs were granted in the six months ended June 30, 2023. RSA shares are measured at fair market value based on the closing price of the Company’s common stock on the OTCQB market on the date of grant ($0.084 per share on May 17, 2024). Stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

~~For~~The ~~the~~RSAs ~~six~~to ~~months~~LFSI ~~ended~~vest ~~June~~as ~~30,~~follows: ~~2024 and 2023~~50,000 ~~the~~shares ~~Company~~vested ~~recognized~~on ~~stock-based~~September ~~compensation~~30, ~~expense of $35~~2024,~~790~~ and ~~$116~~25,~~518,~~000 ~~respectively.~~shares ~~For~~will ~~the~~vest ~~three~~on ~~months~~each ~~ended~~of ~~June~~the ~~30,~~next ~~2024~~two ~~and~~fiscal ~~2023,~~quarter-ends. ~~the~~The ~~company~~RSAs ~~recognized~~granted ~~stock-based~~to ~~compensation~~the ~~expense~~legal ofcounsel ~~$19,915~~vest ~~and $58~~10,~~259,~~000 ~~respectively.~~shares Asmonthly ofbeginning ~~June~~September 30, 2024, ~~there~~through ~~was~~May ~~$27~~31,~~270~~ ~~of unrecognized stock-based compensation expense related to the RSA shares to be recognized over the weighted average remaining period of 1~~2026.55 ~~years, as follows:~~

During the fiscal years ended December 31,
2024 remaining	$	10,490
2025		12,580
2026		4,200
Total	$	27,270

On September 6, 2024, the Board granted an additional RSA of 10,000 shares under the 2021 OIP to an advisor. These shares vest in equal installments of 2,500 shares per month beginning September 30, 2024.

~~NOTE~~All 9RSAs ~~– LITIGATION~~are measured at fair value based on the closing price of the Company’s common stock on the OTCQB market on the grant date. Stock-based compensation expense is recognized as the shares vest. The Company expects to continue issuing restricted stock awards to employees, advisors, and consultants as part of its equity compensation strategy.

InNo ~~August~~RSAs 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with a medical marijuana growing, and retail company that now goes by the name Los Angeles Farmers, Inc. (“LAFI”). In October 2017, DTLA commenced litigation in Los Angeles County Superior Court (Case #BC681251) against LAFI and David and Irina Vayntrub, who were ~~the~~granted ~~sole~~during ~~officers, directors, and members of LAFI, seeking to enforce its contract rights under~~ the ~~SCA.~~nine Inmonths ~~January~~ended ~~2020,~~September ~~following more than a year of discovery~~30, ~~DTLA entered into a confidential settlement with the Vayntrubs, however, the case continued against LAFI~~2023. In April 2021, an Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DTLA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017, along with a share of any profits from November 2017. In January 2022, DTLA requested that the Arbitrator order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In April 2024, the sale of LAFI was completed by the receiver. As of the date of this report, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.

~~NOTE~~Stock-Based 10Compensation ~~– RELATED PARTIES~~Expense

AsThe ~~discussed~~Company accounts for stock-based compensation in ~~Note~~accordance 6,with ~~cash~~ASC ~~advances~~718, ~~are~~Compensation—Stock ~~provided~~Compensation. toStock-based ~~the~~compensation ~~Company~~expense ~~for~~is ~~operating~~recognized ~~expenses~~based byon ~~Company~~the ~~officers,~~grant-date ~~who~~fair ~~were~~value ~~owed~~of ~~$51,353~~awards and ~~$28,958~~is asexpensed ofover ~~June~~the 30requisite service period, ~~2024~~which ~~and~~is ~~December~~generally ~~31,~~the ~~2023,~~vesting ~~respectively~~period. The ~~amounts~~Company’s ~~due~~stock-based toawards ~~related~~consist ~~parties~~of ~~are~~RSAs ~~non-interest~~granted ~~bearing~~under ~~and~~its ~~are~~2021 ~~unsecured~~OIP. No stock options or other equity awards were granted during the periods presented.

~~Company~~For ~~officers own approximately 43.5% of~~ the ~~Company~~nine asmonths ofended ~~June~~September 30, 2024. ~~The~~and 2023, the Company ~~has~~recognized ~~agreed~~stock-based tocompensation ~~indemnify~~expense ~~Company~~of ~~officers~~$41,685 ~~for~~and ~~certain~~$136,452, ~~events~~respectively. orFor ~~occurrences~~the ~~arising~~three asmonths aended ~~result~~September of30, 2024 and 2023, the ~~officer~~Company orrecognized ~~director~~stock-based ~~serving~~compensation inexpense ~~such~~of ~~capacities.~~$5,895 and $19,934, respectively.

~~NOTE~~As 11of ~~– COMMITMENTS~~September ~~AND~~30, ~~CONTINGENCIES~~2024, there was $23,974 of unrecognized stock-based compensation expense related to unvested RSAs, which is expected to be recognized over a weighted-average remaining period of approximately 1.43 years, as follows:

In the normal course of its business, the Company may be subject to certain contractual obligations and litigation. In the 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.

Fiscal year ending December 31,
2024 (remaining)	$	7,194
2025		12,580
2026		4,200
Total	$	23,974

NOTE 11 – LITIGATION

In August 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with Los Angeles Farmers, Inc. (“LAFI”), formerly known as a medical marijuana growing and retail company. In October 2017, DTLA filed litigation in Los Angeles County Superior Court (Case No. BC681251) against LAFI and its principals, seeking to enforce its rights under the SCA. Following a confidential settlement with the principals in January 2020 and a judgment in favor of DTLA against LAFI in April 2021, a court-appointed receiver completed the sale of LAFI in April 2024.

As of April 25, 2025, the date of this report, there has been no material activity related to the matter for more than two years. The Company does not expect to recover any proceeds from the sale and is no longer pursuing any remedies. Accordingly, the matter is considered closed.

NOTE 12 – RELATED PARTY TRANSACTIONS

As discussed in Note 6, on August 12, 2024 the Company entered into an unsecured promissory note with its Chief Executive Officer in the principal amount of $4,500. The note bears interest at 20% per annum, matured on February 12, 2025, and remains unpaid as of April 25, 2025. The note is in default and is classified as a related party transaction. As of September 30, 2024 $4,500 in principal and $121 in accrued interest was due to the Chief Executive Officer.

As discussed in Note 7, Officers of the Company have also provided cash advances and paid Company expenses directly to fund operations. Amounts due to related parties totaled $57,978 and $28,958 as of September 30, 2024 and December 31, 2023, respectively. These amounts are unsecured, non-interest bearing, and due on demand.

For the nine months ended September 30, 2024, Company officers advanced $30,187 to the Company and were repaid $1,167 through the use of the Company’s credit card. For the comparable nine months ended September 30, 2023, Company officers advanced $2,751 to the Company and were repaid $21,255 in cash and $2,490 through use of the Company’s credit card.

As of September 30, 2024, Company officers owned approximately 41.7% of the Company’s outstanding common stock. The Company has entered into indemnification agreements with its officers and directors covering certain events arising from their service.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time, the Company may become involved in legal proceedings, claims, or regulatory matters arising in the ordinary course of business. The Company assesses its potential liability in connection with these matters by analyzing potential outcomes, assuming various litigation and settlement strategies, and consulting with legal counsel. As of April 25, 2025, the date of this report, there were no material pending legal proceedings against the Company, and management does not believe the outcome of any current claims or legal proceedings will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Indemnification Agreements

The Company has ~~agreed~~entered tointo ~~indemnify~~indemnification agreements with its officers and directors, under which it has agreed to indemnify them for certain events or occurrences arising from ~~the~~their ~~officer~~service ~~or director serving~~ in such capacities. The ~~term of the~~ indemnification period isextends for the lifetime of 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 isare unlimited.; ~~The~~however, the Company believes the estimated fair value of ~~these~~any ~~indemnification~~potential ~~agreements~~obligations is minimal. ~~and~~Accordingly, no liability has been recorded as of ~~June~~September 30, 2024, ~~and~~or December 31, 2023.

NOTE 1214 – SUBSEQUENT EVENTS

As of April 25, 2025, the date of this report, the ~~following~~Company evaluated subsequent events ~~were~~and ~~required~~determined tothat bethe ~~disclosed~~following events required disclosure in the accompanying unaudited interim condensed consolidated financial statements ~~as of and~~ for the ~~six~~nine months ended ~~June~~September 30, 2024.

~~Notes~~Convertible ~~Payable~~Note Financing

OnThe ~~July 2, 2024, the~~ Company ~~entered~~has ~~into~~authorized a ~~promissory~~Convertible ~~note~~Promissory ~~with~~Note anOffering ~~unrelated~~with ~~party for $11,677 for a payment made by~~ the ~~party~~following ~~directly~~key ~~to a company vendor. This note bears interest at 12% per annum, is unsecured and is due on January 2, 2025.~~terms:

On·Interest ~~August~~Rate: ~~9, 2024, the Company entered into a promissory note with an unrelated party for $5,500 for a payment made by the party directly to a company vendor. This note bears interest at 20~~10% per annum~~, is unsecured and is due on February 9, 2025.~~

~~Notes~~·Maturity: ~~Payable~~Three ~~Related~~years ~~Party~~from the date of issuance

On·Automatic August 12, 2024, the Company entered into a promissory note with an officer and director for $4,500 for a payment made directly to a company vendor. This note bears interest at 20% per annum, is unsecured and is due on February 12, 2025. This loan constitutes a related-party transaction, and as such, it is subject to the Company’s policies and procedures regarding such transactions.Conversion:

~~Amendment~~oIf to the ~~Memorandum~~Company completes a new equity financing of ~~Understanding~~at ~~– Common~~least ~~Stock~~$1,000,000, ~~Transaction~~the note will automatically convert into common stock at a price equal to 50% of the offering price.

OnoIf ~~July 6, 2024,~~ the Company’s ~~and~~common ~~Thrown~~stock ~~signed~~trades anat ~~Amendment~~or toabove ~~the MOU (“Amendment”) to clarify the equity deposit of~~ $~~75,000~~1.00 ~~in Company shares “based on the price~~ per share offor ~~the~~ten ~~Company’s~~consecutive ~~stock~~trading ~~then~~days, ~~in effect as of~~ the ~~Effective~~note ~~Date.” Under~~will ~~the~~automatically ~~Amendment,~~convert ~~the~~at ~~parties agreed to~~ a price ~~per~~equal ~~share~~to of50% ~~the Company’s stock~~ of ~~$0.40 and~~ the ~~Company~~closing ~~issued~~price ~~187,500~~on ~~shares of common stock~~ the ~~Thrown~~tenth astrading ~~the equity deposit of $75,000 as provided in the MOU~~day. ~~The fair market value of the stock on July 6, 2024 was $0.1396 or $26,175.~~

As·Prepayment: aThe ~~result~~Company ofmay ~~this~~prepay ~~issuances,~~ the ~~Company~~notes ~~has~~at 17any time without penalty; however,~~915,950~~ ~~shares~~each ofholder ~~common~~will ~~stock~~be ~~outstanding~~given asfive ofbusiness ~~August~~days’ ~~14,~~prior ~~2024~~notice to elect conversion before any such prepayment.

~~Amendment~~·Use toof aProceeds: ~~Restricted~~Proceeds ~~Stock~~from ~~Award~~the offering are being used for general corporate purposes.

~~As discussed in Note 8, the Company granted 240,000 RSA shares to the newly engaged Company legal counsel.~~ The ~~RSA~~following ~~shares~~Convertible ~~originally~~Notes ~~vested~~have ~~10,000~~been ~~shares~~issued ~~monthly~~under ~~starting~~this ~~on June 30, 2024 and continuing until May 31, 2026. In light of the expanded scope of work, including the preparation of a PPM~~ offering document, and in connection with the closing of the definitive agreement, on August 12, 2024, The Board agreed to modify the terms of the RSA such that the vesting schedule for 240,000 shares will be accelerated, and all 240,000 shares shall fully vest upon the closing date of the definitive agreement with Thrown.:

·$10,000 issued to an unrelated individual on February 24, 2025.

·$61,000 issued to an unrelated individual on March 18, 2025, consisting of $35,000 in new cash proceeds and $26,000 converted from a previously accrued liability for services rendered.

·$25,000 issued to an unrelated individual on April 16, 2025.

·$25,000 issued to the spouse of a Company director on April 18, 2025. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis.

·$12,500 issued to an unrelated individual on April 21, 2025.

Note Conversion Agreements

On April 25, 2025, the Board approved the conversion of certain outstanding liabilities into convertible promissory notes, effective as of March 31, 2025:

·A promissory note with a principal and accrued interest balance of $6,200, was converted into a new convertible promissory note under the same terms described above.

·Outstanding accrued legal fees and finance charges totaling $250,000 were converted into a new convertible promissory note under the same terms described above. Upon execution of the note, any additional accrued interest or finance charges in excess of the $250,000 balance were waived and discharged.

·An outstanding and overdue accounts payable and finance charges totaling $8,500 were converted into a new convertible promissory note under the same terms described above.

·A promissory note with a principal and accrued interest balance of $13,400, was converted into a new convertible promissory note under the same terms described above.

Update on Share Exchange Agreement with Thrown

As discussed in Notes 1 and 3, the Company entered into a Share Exchange Agreement with Thrown and its members for a proposed acquisition of all membership interests of Thrown. Completion of the transaction remains subject to various conditions and the Company and Thrown remain in discussions. There can be no assurance that the SEA will close.

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

~~Forward~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-~~Looking~~Q, ~~Statements~~as well as our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these forward-looking statements due to various factors in our Form 10-K and other filings with the Securities and Exchange Commission.

The following discussion should be read in conjunction with our interim condensed consolidated financial statements and related notes contained elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on July 11, 2024. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as 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 only predictions and speak only as of the date 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 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.Overview

~~Although~~We weare ~~believe~~a ~~that~~technology ~~the~~business ~~expectations~~with ~~reflected~~multiple indivisions ~~the~~and ~~forward-looking~~a ~~statements~~portfolio ~~are~~of ~~reasonable~~intellectual property, weincluding ~~cannot~~the ~~guarantee~~WeedClub® ~~future results~~platform, ~~levels~~the of@420 ~~activity,~~Twitter ~~performance~~handle, orand ~~achievements~~a Web3 division. ~~Except~~We aslaunched ~~required~~the byWeb3 ~~applicable~~division ~~law,~~in ~~including~~December ~~the~~2021 ~~securities~~to ~~laws~~facilitate licensing opportunities between established cannabis brands and holders of ~~the~~influential ~~United~~digital ~~States~~collectibles. Revenues from this initiative have been limited, and we dohave ~~not~~ceased ~~intend~~pursuing this line of business to ~~update~~focus ~~any~~on ofother ~~the~~strategic ~~forward-looking~~opportunities. ~~statements~~We todo ~~conform~~not ~~these~~currently ~~statements~~expect to ~~actual~~generate ~~results~~significant revenues from existing operations.

~~Our~~In ~~interim~~line ~~condensed~~with ~~consolidated~~this ~~financial~~strategy, ~~statements~~on ~~are~~September ~~prepared~~10, in2024, ~~accordance~~we ~~with~~entered ~~accounting~~into ~~principles~~a ~~generally~~Share ~~accepted~~Exchange inAgreement ~~the United States~~ (“~~GAAP~~SEA”). ~~These~~with ~~accounting~~Thrown, ~~principles~~LLC ~~require~~(“Thrown”) usand toits ~~make~~members. ~~certain~~Thrown ~~estimates,~~is ~~judgments~~a ~~and~~beverage ~~assumptions.~~company Weoperating ~~believe~~under ~~that~~ the ~~estimates,~~brand ~~judgments~~Nappy ~~and~~Boy ~~assumptions~~Dranks. ~~upon~~Thrown’s ~~which~~initial weproduct ~~rely~~is ~~are~~GamerShot, ~~reasonable~~a ~~based~~nootropic ~~upon~~esports ~~information~~beverage ~~available~~packaged toin us2-ounce atservings. Under the ~~time that these estimates~~SEA, ~~judgments~~we ~~and~~will ~~assumptions~~acquire ~~are~~all ~~made.~~membership ~~These~~interests ~~estimates,~~of ~~judgments~~Thrown ~~and~~in ~~assumptions~~exchange ~~can~~for ~~affect~~5,130,000 ~~the~~newly ~~reported~~issued ~~amounts~~shares of ~~assets~~common ~~and~~stock. ~~liabilities~~This asrepresents ofapproximately ~~the~~25% ~~date~~ of ~~these~~our ~~interim~~total ~~condensed~~issued ~~consolidated~~and ~~financial~~outstanding ~~statements~~shares asfollowing ~~well as~~ the ~~reported~~closing ~~amounts~~ of ~~revenues and expenses during~~ the ~~periods presented~~transaction. ~~Our~~As ~~interim~~of ~~condensed~~April ~~consolidated~~25, ~~financial~~2025, ~~statements would be affected to~~ the ~~extent~~transaction ~~there~~has ~~are~~not ~~material~~closed, ~~differences~~and ~~between~~discussions ~~these~~with ~~estimates~~Thrown ~~and~~management ~~actual~~are ~~results~~ongoing. ~~The~~Reference ~~following~~is ~~discussion~~made ~~should~~to beNotes ~~read~~3 inand ~~conjunction~~14 ~~with~~to ~~our~~the interim condensed consolidated financial statements ~~and~~included ~~notes~~under ~~thereto~~Item ~~appearing~~1 ~~elsewhere~~of in this Report for additional information.

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 subsidiaries, Farmhouse, Inc., a Washington corporation (“Farmhouse Washington”) and Farmhouse DTLA, Inc. (“DTLA”), a California corporation.

Corporate Overview

We are a holding company with multiple divisions dedicated to connecting professionals and brands in the legal cannabis industry. We are built on two core competencies–trust and connection. Our divisions provide solutions that leverage our trusted brand and facilitate valuable connections across the cannabis industry. We connect the industry through multiple divisions including Farmhouse Vault, the @420 brand

and @420 Twitter, and the WeedClub® Platform. Our @420 brand and @420 Twitter serve as trusted, influential properties that enable the Company to connect, promote and advocate for the industry. We will continue to serve as a leading boutique connection platform and branch its well-known brand into more IP licensing relationships continuously. Expanding Farmhouse Vault to license community-driven IP in the music industry is currently underway.

Farmhouse Divisions

Each division solves a unique problem within an industry navigating state-by-state regulations and an uncertain federal regulatory landscape. This environment has created a fragmented cannabis market that emphasizes the importance of a trusted facilitator to make value-added connections across the supply chain in our industry.

·@420. Our consumer-facing brand and Twitter handle (with over 100,000 followers) serve as an influential brand that connects us with the greater public. Our Twitter handle enables the NFT division to forge valuable connections in the space and work with established projects.

·WeedClub®. Weedclub is one of the first social networks for cannabis professionals with over 5,000 members, generating thousands of valuable connections. WeedClub is an established presence in the cannabis industry that people trust to make valuable connections. As we continue to expand our operations, WeedClub members benefit immensely from the added potential connections.

·Web3 division (“Vault”): Our newest division that connects cannabis brands with licensing opportunities with influential IP holders and communities to develop new brands that appeal to digitally-native consumers.

Current and Future Plan of Operations

The COVID-19 pandemic catalyzed a behavioral shift to digital connection and verifiable trust. This shift thrust blockchain technology and digital collectibles to the forefront as virtual groups transformed into supportive, thriving communities centered around digital collectible brands. The top brands generate immense value (intrinsic and financial) while building highly loyal, engaged communities.

As we transitioned our company online, we started researching and participating in this behavioral shift. Many established brands attempted to enter this space, but few understood the collaborative, accretive culture and failed to gain traction within the community. We positioned our web3 division to leverage our core competencies to drive value for the digital collectible community and our shareholders.

Our web3 (“Vault”) division connects cannabis companies to intellectual property (IP) licensing opportunities from digital collectible holders to launch digitally-native cannabis brands. Since our launch of our Vault division in December 2021, we have developed relationships with several digital collectible holders to seed our IP vault with blue-chip web3 brands. These brands include Bored Ape Yacht Club, Mutant Ape Yacht Club, Bored Ape Kennel Club, and CryptoPunks.

Our most notable licensed IP is Mutant Ape Yacht Club #30000, “Mega Robot”, one of twelve Mega Mutants, the rarest NFTs in the Bored Ape Yacht Club (BAYC) universe. Mega Mutants have sold for over $1,000,000 with the Mega Serum previously selling for $5.8 million.

In July 2022, we launched our first cannabis activation with Oro Blanco (BAYC #2186) and Urbana to debut a branded cannabis strain across three retail stores in San Francisco. The initial results generated

encouraging monthly and quarterly sell-through rates and sales which informed our decision to further build out our Vault division.

In order to understand web3 culture and the overall market, we developed an advisory board of web3-native experts. Our advisory board helps guide our strategy and decision-making across social media, community, art and branding, and product development. Each advisor has built a personal brand and is well-known across the community.

In August 2022, we began developing the concept for a Mega Robot cannabis line with Bronx Extracts. This brand builds on our key learnings from the Oro Blanco launch which highlighted the need for standout packaging paired with curated cannabis. This collaboration pairs the premium IP of Mega Robot with premium cannabis sourced and developed by Bronx Extracts to create a brand that appeals to everyday consumers.

In September 2023, following the successful launch of the Mega Robot brand in California, the company facilitated additional Mega Robot brand licenses. House of Kush developed cannabis products in Missouri, and Raw Genetics released branded seeds in the hemp category. The expansion will demonstrate the power of our cannabis network combined with our advisory board to launch a brand that appeals to all consumers, including digitally-native ones. Farmhouse Vault will develop and release new IP collaborations on an ongoing basis, such as its new collaboration with G. Love to network the music artist for the purpose of launching his cannabis branded products. The company leverages its ability to develop community-driven, IP branded products with its signed MOU with T-Pain to create a new subsidiary that should enter into the energy beverage industry.

Memorandum of Understanding

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

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

On July 6, 2024, the Company and Thrown signed an Amendment to the MOU (“Amendment”) to clarify the equity deposit of $75,000 in Company shares “based on the price per share of the Company’s stock then in effect as of the Effective Date.” Under the Amendment, the parties agreed to a price per share of

the Company’s stock of $0.40 and the Company issued 187,500 shares of common stock the Thrown as the equity deposit of $75,000 as provided in the MOU. The fair market value of the stock on July 6, 2024 was $0.1396 or $26,175.

Liquidity and Capital Resources

Until such time we can raise additional capital or generate positive cash flow from operations, we will continue to be funded through short-term advances from the Company officers, borrowings under promissory notes and sales of restricted common stock under various offerings. We estimate we will need $2,500,000 in capital, after satisfying our debt obligations, to cover our ongoing expenses and to successfully market and expand our product offerings. This is only an estimate and may change as we receive feedback from customers and have a better feel for the demand and revenues from our new products. Both factors may change, and we may not be able to raise the necessary capital and if we are able to, that it may not be at favorable rates. We intend to meet our cash requirements for the next 12 months with equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

For the six months ended June 30, 2024 and 2023, we generated revenues of $4,154 and $5,203, respectively, and we reported net losses of $255,190 and $324,392, respectively. We had negative cash flow from operating activities of $56,544 and $57,995, respectively. As of June 30, 2024, we had an accumulated deficit of $6,560,678 and total shareholders’ deficit of $2,172,681.

Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financing. 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, loans from Company officers and loans from third parties. We intend to finance our future working capital needs from these sources until such a time that funds provided by our operations are sufficient to fund our working capital requirements. We believe that loans from Company officers, loans from third parties and funds raised from the sale of our common stock allows us sufficient capital for operations and to continue as a going concern.

Related Party Matters

The terms of any transaction determined to be with related parties are presented to the board of directors (other than any interested director) for approval and documented in the corporate minutes. Cash advances are commonly provided by our officers for operating expenses and direct payment of Company expenses. Company officers were owed $51,353 and $28,958 as of June 30, 2024 and December 31, 2023, respectively, and is comprised of cash advances provided to the Company for operating expenses and direct payment of Company expenses by Company officers. The amounts due to related parties are non-interest bearing and are unsecured. For the six months ended June 30, 2024, Company officers made advances of $23,562 and were repaid $1,167 with the Company’s credit card. For the six months ended June 30, 2023, Company officers made no advances and were repaid $21,254 in cash and $1,048 with the Company’s credit card.

Company officers own approximately 43.5% of the Company as of June 30, 2024. 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 capacities. Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year.

On August 12, 2024, the Company entered into a promissory note with an officer and director for $4,500 for a payment made directly to a company vendor. This note bears interest at 20% per annum, is unsecured and is due on February 12, 2025. This loan constitutes a related-party transaction, and as such, it is subject to the Company’s policies and procedures regarding such transactions.

Litigation Developments

In August 2017, the Company’s subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with a medical marijuana growing, and retail company that now goes by the name Los Angeles Farmers, Inc. (“LAFI”). 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 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 April 2021, an Arbitrator overseeing the arbitration hearing issued a judgment in favor of DTLA and against LAFI (the “DTLA Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017, along with a share of any profits from November 2017. In January 2022, DTLA requested that the Arbitrator order the sale of LAFI to an independent third party in order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In April 2024, the sale of LAFI was completed by the receiver. As of the date of this filing, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.

Results of Operations

WeThree ~~generate~~Months ~~revenues~~Ended ~~from~~September ~~license fees in connection with NFT Art License Agreements~~30, ~~whereby~~2024 ~~the~~Compared ~~licensee is granted a limited license from the Company~~ to ~~use~~Three ~~one~~Months ofEnded ~~its~~September ~~licensed NFT’s for the purpose of creating~~30, ~~marketing, and selling branded cannabis and hemp products and accessories~~2023. The Company’s performance obligation is met upon granting the customer access to its licensed NFT’s. The company recognizes license revenues or royalties when the subsequent sale of the cannabis and hemp products and accessories by the licensee occurs. The amount of license revenue or royalties recognized is based on a percentage of the sales price of the licensee’s sales of its cannabis and hemp products and accessories. Fees are due the month after customer sales occur.

~~Six~~Revenue. Revenue for the three months ended ~~June~~September 30, 2024 was $0, compared to ~~the~~$5,503 ~~six~~for ~~months~~the ~~ended~~same ~~June~~period ~~30,~~in 2023. ~~(Unaudited)~~The decrease reflects our decision to discontinue the NFT licensing business.

~~Revenues~~Operating ~~generated~~Expenses. ~~from~~Total ~~license~~operating ~~fees~~expenses ~~were $4,154 and $5,203~~ for the ~~six~~three months ended ~~June~~September 30, 2024, ~~and~~were ~~2023~~$92,824, ~~respectively.~~compared ~~One~~to ~~licensee~~$106,425 ~~accounted~~ for ~~90% of license revenues for~~ the ~~six~~same ~~months~~period ~~ended~~in ~~June 30~~2023, ~~2024~~as ~~and~~shown ~~100% of license revenues for the six months ended June 30, 2023~~below.

Operating expenses for the six months ended June 30, 2024 and 2023 were as follows:

For the three months ended September 30,	2024	2023

Accounting and Professional	$25,220	$24,708
Wages and benefits	46,036	55,536
Consulting fees	1,275	5,684
Public company related and filing fees.	9,239	6,940
Other general and administrative	11,054	13,557
	$92,824	$106,425

	Six months ended June 30,
	2024		2023
General and administrative	$	151,870	$	169,347
Professional fees		79,042		132,675
	$	230,912	$	302,022

The decrease was primarily due to lower consulting and stock-based compensation costs, offset by an increase in public company related costs for news releases issued announcing the initial MOU and the SEA with Thrown.

~~For~~Interest Expense. Interest expense increased slightly for the ~~six~~three months ended ~~June~~September 30, 2024 ~~and 2023~~, ~~general~~compared ~~and~~to ~~administrative~~the ~~expenses~~same ~~were~~period ~~$151,870~~in ~~and $169~~2023,~~347,~~ ~~respectively,~~due ato ~~decrease~~interest ofaccrued ~~approximately~~on ~~$17,500.~~new ~~Contributing factors to this decrease were:~~borrowings.

~~·Outside~~Net ~~consulting fees decreased by approximately $23,400~~Loss. InNet ~~the~~loss prior year, we contracted with advisors with experience in merger and acquisitions and to assist in expanding our NFT licensing reach to licensees and California dispensaries. Together their non-cash, stock-based fees were $20,900 for the ~~six~~three months ended ~~June~~September 30, ~~2023 compared to no such fees for the current six months ended June 30,~~ 2024~~. In addition~~, ~~consulting~~was ~~fees includes non-cash~~$107,193, ~~stock-based~~compared ~~fees~~ to ~~our~~a ~~independent~~net ~~director(s)~~loss ~~for vesting~~ of ~~restricted stock award (“RSA”) of~~ $2116,~~250~~358 for the ~~six~~same ~~months~~period ~~ended~~in ~~June~~2023. ~~30,~~The ~~2024~~improvement ~~compared~~was toprimarily ~~$4,750~~due ~~for~~to ~~the~~reduced ~~six~~operating ~~months~~expenses ~~ended~~mentioned ~~June 30, 2023~~above.

~~·Labor-related~~Nine ~~expenses~~Months ~~did~~Ended ~~not~~September ~~change~~30, ~~from~~2024 ~~the~~Compared ~~prior~~to ~~comparable~~Nine ~~six~~Months ~~months.~~Ended ~~Both~~September ~~six-month periods include accrued compensation of $85~~30,~~000~~ ~~and $19,000 in non-cash, stock-based fees.~~ 2023

~~·Public~~Revenue. ~~company~~Revenue ~~related costs increased by approximately $1,200~~ for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~compared to the prior comparable six-month period~~, ~~including~~was ~~increases in OTC filing fees by~~ $~~400~~4,154, ~~transfer~~compared ~~agent~~to ~~costs by~~ $~~500~~10,707 ~~Edgar~~for ~~filing~~the ~~fees~~same byperiod ~~$1,100,~~in ~~offset~~2023. byThe a decrease inreflects ~~press~~our ~~release~~decision ~~costs~~to bydiscontinue ~~$800~~the NFT licensing business.

~~·Overall~~Operating ~~other~~Expenses. ~~general~~Total ~~and~~operating ~~administrative~~ expenses, ~~including~~for ~~website~~the ~~development,~~nine ~~dues~~months ~~and~~ended ~~subscriptions~~September 30, ~~office~~2024, ~~expenses~~were ~~and~~$323,736, ~~travel~~compared ~~and~~to ~~entertainment increased by approximately~~ $4408,~~700~~447 for the ~~current~~same ~~six-month~~ period, ~~primarily due to increase~~ in ~~credit~~2023, ~~card~~as ~~finance~~shown ~~charges~~below: ~~on the Company’s credit card and company vehicle related expenses.~~

For the six months ended June 30, 2024 and 2023, professional fees were $79,042 and $132,675, respectively, a decrease of approximately $53,600. Our professional fees for the six months ended June 30, 2024 and 2023 were comprised of the following:

For the nine months ended September 30,	2024	2023

Accounting and Professional	$104,262	$157,383
Wages and benefits	157,108	166,608
Consulting fees	3,525	31,302
Public company related and filing fees.	23,302	19,778
Other general and administrative	35,539	33,376
	$323,736	$408,447

	Six months ended June 30,
	2024		2023
Legal	$	5,000	$	4,237
Accounting and audit		73,202		115,038
Other professional fees		840		13,400
	$	79,042	$	132,675

The decrease was primarily due to lower consulting and stock-based compensation costs, as well as reduced professional fees for accounting and audit services, offset by an increase in public company related costs for news releases issued announcing the initial MOU and the SEA with Thrown.

~~Legal~~Interest Expense. ~~Legal~~Interest ~~expenses~~expense increased byslightly ~~approximately $800~~ for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to the ~~six~~same ~~months~~period ~~ended~~in ~~June 30,~~ 2023~~. All legal fees for the six months ended June 30~~, ~~2024~~due ~~were for the newly engaged Company legal counsel compared~~ to ~~legal~~interest ~~fees~~accrued ~~for~~on ~~the~~new ~~six months ended June 30, 2023 which were incurred by the Company’s patent and trademark lawyers~~borrowings.

~~Accounting~~Net ~~and audit~~Loss. ~~Accounting~~Net ~~and~~loss ~~audit expenses decreased by approximately $41,800~~ for the ~~six~~nine months ended ~~June~~September 30, 2024, was $362,383, compared to ~~the~~a ~~six~~net ~~months~~loss ~~ended~~of ~~June 30~~$440,750 for the same period in 2023. ~~Contributing~~The ~~factors~~improvement was primarily due to ~~this~~reduced ~~decrease~~operating ~~were:~~expenses.

~~·Audit~~Liquidity and ~~accounting~~Capital ~~fees to our independent public accounting firm related to our annual fiscal year audit and quarterly reviews increased by approximately $5,000.~~ Resources

~~·Accounting~~Cash ~~fees~~Flow for our contracted CFO services decreased by $46,800, which included $13,700 in non-cash, stock-based fees for the six months ended June 30, 2024, compared to $60,500 of non-cash, stock-based fees recognized for the six months ended June 30, 2023. The CFO monthly fees are $4,000, which is accrued and ~~not~~Working ~~paid.~~ Capital

~~·Accounting~~We ~~fees~~had ~~for~~zero ~~our~~cash ~~outside~~and ~~bookkeeping~~cash ~~services~~equivalents ~~were~~as ~~unchanged~~of atboth September 30, 2024, and December 31, 2023. Our working capital deficit was $12,~~000~~239,979 ~~per~~as ~~month~~of September 30, or2024, compared to $61,~~000~~944,281 as of December 31, 2023. We continue to experience limited access to capital and expect that additional financing will be necessary to fund our operations. Market conditions for ~~each~~microcap companies remain challenging, making it difficult to secure favorable terms. Our history of ~~the~~operating ~~six-month~~losses ~~periods~~ and our working capital deficit raise substantial doubt about our ability to continue as a going concern. Although we are actively seeking to obtain additional capital, there can be no assurance that such financing will be available on acceptable terms, or at all.

~~Other~~Cash ~~professional~~Flow ~~fees.~~from ~~Other~~Financing professional fees decreased by approximately $12,600 for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Professional fees included $840 in non-cash, stock-based fees for the six months ended June 30, 2024 compared to $11,400 of non-cash, stock-based fees recognized for the six months ended June 30, 2023.Activities

~~Interest~~We ~~expense.~~have ~~Interest~~historically ~~expense~~funded ~~increased~~our byoperations ~~approximately~~primarily $1through related party advances,~~600~~ ~~for~~private placements, and the ~~six~~issuance of debt. During the nine months ended ~~June~~September 30, 2024, ~~compared~~we tocompleted the ~~six~~following ~~months~~funding ~~ended~~transactions: ~~June~~proceeds ~~30,~~from ~~2023. The~~the ~~increase~~sale isof ~~due~~common tostock ~~interest~~of on$25,000; ~~new~~ borrowings ofon ~~Series~~notes ~~2023~~payable ~~Notes~~from ofunrelated ~~approximately~~parties of $135,~~700~~567; ~~for~~borrowings ~~the~~from ~~six~~our ~~months~~Chief ~~ended~~Executive ~~June~~Officer 30of $4,500; ~~2024~~and ~~compared~~borrowings toof ~~$200~~related ~~for~~party ~~the~~debt ~~six~~and ~~months~~short-term ~~ended~~advances ~~June~~of $30,187. ~~2023,~~Reference ~~and~~is ~~interest~~made onto ~~two~~Notes ~~new~~5 ~~borrowings~~and ~~for~~6 to the ~~six~~interim ~~months~~condensed ~~ended~~consolidated ~~June~~financial ~~30,~~statements ~~2024~~included under Item 1 of ~~approximately~~this ~~$400~~Report for additional information.

~~Overall,~~We ~~for~~expect ~~the~~to ~~six~~require ~~months~~additional ~~ended~~financing ~~June~~to ~~30,~~support ~~2024,~~our weongoing ~~reported~~operations aand ~~net~~strategic ~~loss~~growth ofinitiatives. ~~$255,190~~These ~~compared~~conditions raise substantial doubt about our ability to acontinue ~~net~~as ~~loss~~a ofgoing ~~$324~~concern,~~392~~ ~~for~~which ~~the~~is ~~six~~dependent ~~months~~upon ~~ended~~obtaining ~~June~~sufficient 30capital to fund operations and achieve profitability. Management is evaluating various financing alternatives, ~~2023~~including potential equity or debt offerings and strategic partnerships. If we are unable to obtain additional financing, we may be required to further curtail or cease operations.

~~Non-GAAP~~Subsequent ~~Adjusted~~Event ~~Net Loss~~Financing

~~The~~Subsequent ~~following table reflects the reconciliation of net loss~~ to ~~Adjusted~~September ~~Net Loss for the six months ended June~~ 30, 2024, ~~and~~we ~~2023.~~raised ~~This~~additional iscapital through a ~~non-GAAP~~Convertible ~~measurement~~Note ofOffering ~~earnings and considers~~ (the ~~stock-related~~“Offering”), ~~compensation~~as ~~expense~~follows: 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.

	Six months ended June 30,
	2024		2023
Net loss as reported	$	255,190	$	324,392
Less: Non-cash, stock-based fees		(35,790)		(116,518)
Adjusted Net Loss	$	219,400	$	207,874

·$10,000 issued to an unrelated individual on February 24, 2025.

~~Adjusted~~·$61,000 ~~Net~~issued ~~Loss~~to ~~should~~an ~~only~~unrelated beindividual ~~viewed~~on inMarch ~~conjunction~~18, ~~with~~2025, ~~our~~consisting ~~reported~~of ~~financial~~$35,000 ~~results~~in ornew ~~other~~cash ~~financial~~proceeds ~~information~~and ~~prepared~~$26,000 inconverted ~~accordance~~from ~~with~~a ~~accounting~~previously ~~principles~~accrued ~~generally~~liability ~~accepted~~for inservices ~~the United States, or “GAAP~~rendered.”

~~Three months ended June 30~~·$25,000 ~~2024,~~issued ~~compared~~ to ~~the~~an ~~three~~unrelated ~~months~~individual ~~ended~~on ~~June~~April 3016, ~~2023 (Unaudited)~~2025.

~~Revenues generated from license fees were~~ ·$125,~~893~~000 ~~and~~issued ~~$4,134~~to ~~for~~ the ~~three~~spouse ~~months~~of ~~ended~~a ~~June~~Company ~~30,~~director ~~2024~~on ~~and~~April ~~2023~~18, ~~respectively~~2025. ~~One~~This ~~licensee~~note ~~accounted~~was ~~for~~issued ~~79% of license revenues for the three months ended June 30, 2024 and 100% of license revenues for the three months ended June 30, 2023.~~on

~~Operating~~the ~~expenses~~same ~~for~~terms ~~the~~as ~~three~~those ~~months~~offered ~~ended~~to ~~June~~unaffiliated ~~30,~~investors ~~2024~~ and ~~2023~~was ~~were~~executed ason ~~follows:~~an arm’s length basis.

	Three months ended June 30,
	2024		2023
General and administrative	$	77,689	$	84,668
Professional fees		49,119		58,025
	$	126,808	$	142,693

·$12,500 issued to an unrelated individual on April 21, 2025.

~~For~~The notes issued under the ~~three~~Offering ~~months~~bear ~~ended~~interest ~~June~~at ~~30,~~a ~~2024~~rate ~~and~~of ~~2023,~~10% ~~general~~per annum and ~~administrative~~mature ~~expenses~~three ~~were~~years ~~$77,689~~from ~~and~~their ~~$84,668,~~respective ~~respectively~~dates of issuance. The notes are automatically convertible into shares of our common stock upon the occurrence of certain events, including: (i) the completion of a ~~decrease~~new equity offering of ~~approximately~~at least $71,000,000, or (ii) the Company’s common stock trading at or above $1.00 ~~Contributing~~per ~~factors~~share for ten consecutive trading days. The conversion price will equal 50% of the price per share of the new equity offering or 50% of the tenth day’s closing price, depending on the trigger event. We may prepay the notes at any time without penalty, subject to ~~this~~the ~~decrease~~holders’ ~~were:~~right to convert during a five-day notice period. Proceeds from the Offering are being used for general corporate purposes, including working capital and operational expenses.

~~·Outside~~Reference ~~consulting~~is ~~fees~~made ~~decreased by approximately $12,200. In the prior year, we contracted with advisors with experience in merger and acquisitions and~~ to ~~assist~~Note in14 ~~expanding our NFT licensing reach~~ to ~~licensees and California dispensaries. Together their non-cash, stock-based fees were $10,400 for~~ the ~~three~~interim ~~months~~condensed ~~ended~~consolidated ~~June~~financial ~~30,~~statements ~~2023~~included ~~compared~~under toItem no1 ~~such fees for the current three months ended June 30, 2024. In addition, consulting fees includes non-cash, stock-based fees to our independent director(s) for vesting~~ of ~~restricted~~this ~~stock~~Report ~~award (“RSA”) of $625~~ for ~~the~~additional ~~three~~information. ~~months~~These ~~ended~~financings ~~June~~are ~~30,~~not ~~2024~~expected ~~compared~~ to ~~$2,375~~materially ~~for~~change ~~the~~our ~~three~~financial ~~months ended June 30, 2023~~condition.

~~·Labor-related~~Significant ~~expenses~~Estimates ~~did not change from the prior comparable three months. Both three-month periods include accrued compensation of $42,500~~ and ~~$9,500 in non-cash, stock-based fees.~~ Assumptions

~~·Public~~The ~~company~~preparation ~~related~~of ~~costs~~our ~~increased~~consolidated byfinancial ~~approximately~~statements ~~$2,100~~in ~~for~~accordance ~~the~~with ~~three~~U.S. ~~months~~GAAP ~~ended~~requires ~~June~~management ~~30,~~to ~~2024~~make ~~compared~~estimates toand assumptions that affect the ~~prior~~reported ~~comparable~~amounts ~~three-month~~of ~~period~~assets, ~~including~~liabilities, ~~increases~~revenues, inexpenses, ~~OTC~~and ~~filing~~related ~~fees~~disclosures. byThese ~~$200,~~estimates ~~transfer~~are ~~agent~~based ~~costs~~on byhistorical ~~$800~~experience, current conditions, and ~~Edgar~~other ~~filing~~reasonable ~~fees~~factors. byActual ~~$1,100~~results could differ materially from these estimates. We review these estimates and assumptions regularly and update them as new information becomes available.

·Overall other general and administrative expenses, including website development, dues and subscriptions, office expenses and travel and entertainment increased by approximately $3,100 for the current three-month period, primarily due to increase in credit card finance charges on the Company’s credit card and company vehicle related expenses.

For the three months ended June 30, 2024 and 2023, professional fees were $49,119 and $58,025, respectively, a decrease of approximately $8,900. Our professional fees for the three months ended June 30, 2024 and 2023 were comprised of the following:

	Three months ended June 30,
	2024		2023
Legal	$	5,000	$	935
Accounting and audit		43,279		49,390
Other professional fees		840		7,700
	$	49,119	$	58,025

Legal. Legal expenses decreased by approximately $4,100 for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. All legal fees for the three months ended June 30, 2024 were for the newly engaged Company legal counsel compared to legal fees for the three months ended June 30, 2023 which were incurred by the Company’s patent and trademark lawyers.

Accounting and audit. Accounting and audit expenses decreased by approximately $6,100 for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Contributing factors to this decrease were:

·Audit and accounting fees to our independent public accounting firm increased by approximately $15,000 due to the timing of services incurred related to our annual fiscal year audit. Overall, our audit costs remained consistent between the periods.

·Accounting fees for our contracted CFO services decreased by $21,300, which included $8,950 in non-cash, stock-based fees for the three months ended June 30, 2024, compared to $30,250 of non-cash, stock-based fees recognized for the three months ended June 30, 2023. The CFO monthly fees are $4,000, which is accrued and not paid.

·Accounting fees for our outside bookkeeping services were unchanged at $1,000 per month, or $3,000 for each of the three-month periods.

Other professional fees. Other professional fees decreased by approximately $6,900 for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Professional fees included $840 in non-cash, stock-based fees for the three months ended June 30, 2024 compared to $5,700 of non-cash, stock-based fees recognized for the three months ended June 30, 2023.

Interest expense. Interest expense increased by approximately $1,000 for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase is due to interest on new borrowings of Series 2023 Notes of approximately $850 for the three months ended June 30, 2024 compared to $200 for the three months ended June 30, 2023, and interest on two new borrowings in the three months ended June 30, 2024 of approximately $400.

Overall, for the three months ended June 30, 2024, we reported a net loss of $139,119 compared to a net loss of $153,077 for the three months ended June 30, 2023.

Non-GAAP Adjusted Net Loss

The following table reflects the reconciliation of net loss to Adjusted Net Loss for the three months ended June 30, 2024 and 2023. 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 June 30,
	2024		2023
Net loss as reported	$	139,119	$	153,077
Less: Stock-based fees		(19,915)		(58,259)
Adjusted Net Loss	$	119,204	$	94,818

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.”

Cash Flows

The following table summarizes the sources and uses of cash for the six months ended June 30, 2024 and 2023, respectively:

	Six months ended June 30,
	2024		2023
Net cash used in operating activities	$	(56,544)		(57,995)
Net cash provided by investing activities		-		-
Net cash provided by (used in) financing activities		58,562		3,746
Net change in cash and cash equivalents	$	2,018		(54,249)

Six months ended June 30, 2024

Operating activities used $56,544 of cash, primarily resulting from our net loss for the six months ended June 30, 2024 of $255,190, offset by non-cash, stock-based compensation for vested restricted stock awards of $35,790, decreases in accounts receivable of $2,560 and increases in all liabilities including accounts payable of $17,120, accrued legal fees of $18,958, accrued payroll and payroll taxes of $92,072, accrued liabilities of $24,755 and accrued interest payable of $7,601. Financing activities provided $58,562 of cash for the six months ended June 30, 2024, consisting of $25,000 in proceeds from the sale of Series 2023 Notes, $10,000 in proceeds from borrowings on notes payable and $23,562 in borrowings from Company officers.

Six months ended June 30, 2023

Operating activities used $57,995 of cash, primarily resulting from our net loss for the six months ended June 30, 2023 of $324,392, offset by non-cash stock-based compensation for vested restricted stock awards of $116,518. Other uses of cash from operating activities were primarily from increases in accounts payable of $13,283, accrued legal fees of $20,198, accrued payroll and payroll taxes of $92,072, accrued liabilities of $24,000 and accrued interest payable of $5,709, offset by an increase in accounts receivable of $5,203 and prepaid expenses of $180. Financing activities provided $3,746 of cash for the six months ended June 30, 2023, consisting of $25,000 in proceeds from the sale of Series 2023 Notes, offset by repayments of $21,254 of advances from officers.

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 six months or less when purchased to be cash equivalents. Cash and cash equivalents were $2,018 and zero as of June 30, 2024 and December 31, 2023, 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 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 Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the

SEC on July 11, 2024. There have been no material changes in these critical accounting policies.

Recently Adopted Accounting Pronouncements

Reference is made to Note 2, Summary of Significant Accounting Policies, to the interim condensed consolidated financial statements included under Item 1 in this Report.

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~~Under ~~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 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, ofwe evaluated the effectiveness of ~~the~~our ~~design~~disclosure controls and ~~operation~~procedures as of ~~our~~September ~~disclosure~~30, ~~controls~~2024, ~~and~~as ~~procedures~~defined ~~pursuant~~in to Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange Act ~~of 1934 (“Exchange Act”)~~. Based ~~upon~~on ~~that~~this evaluation, our ~~Principal~~officers ~~Executive Officer and Principal Financial Officer have~~ concluded that our disclosure controls and procedures were not effective as of ~~June~~that ~~30, 2024~~date.

Changes in Internal Control over Financial Reporting

There ~~have~~were ~~been~~ no changes in our internal control over financial reporting during the ~~three~~quarter ~~months~~ ended ~~June~~September 30, 2024, ~~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 ofon ~~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~~procedures ~~controls~~are ~~will~~designed ~~prevent~~to ~~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~~achieving ~~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~~objectives. Because of inherent limitations ~~in all control systems~~, no ~~evaluation~~control ofsystem ~~controls~~ can ~~provide~~prevent ~~absolute assurance that~~ all ~~control~~errors ~~issues~~or ~~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.

PART II – OTHER INFORMATION

None.

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become ~~subject~~involved toin ~~various~~ legal proceedings, ~~that~~claims, ~~are~~or ~~incidental~~regulatory tomatters arising in the ordinary ~~conduct~~course of ~~its~~ business. ~~Although~~We weassess ~~cannot~~our ~~accurately~~potential ~~predict~~liability ~~the~~in ~~amount~~connection ofwith ~~any~~these ~~liability~~matters ~~that~~by ~~may~~analyzing ~~ultimately~~potential ~~arise~~outcomes, assuming various litigation and settlement strategies, and consulting with ~~respect~~legal tocounsel. ~~any~~As of ~~these~~April ~~matters~~25, it2025, ~~makes~~the ~~provision~~date ~~for~~of ~~potential~~this ~~liabilities~~report, ~~when~~there itwere ~~deems~~no ~~them~~material ~~probable~~pending legal proceedings against us, and ~~reasonably~~we ~~estimable.~~does ~~These~~not ~~provisions~~believe ~~are~~the ~~based~~outcome onof any current ~~information~~claims ~~and~~or legal ~~advice~~proceedings ~~and~~will ~~may~~have bea ~~adjusted~~material ~~from~~adverse ~~time~~effect toon ~~time~~our ~~according~~financial toposition, ~~developments~~results of operations, or cash flows.

In August 2017, ~~the~~our ~~Company’s~~ subsidiary, DTLA, entered into a Strategic Consulting Agreement (the “SCA”) with aLos ~~medical~~Angeles ~~marijuana growing~~Farmers, ~~and~~Inc. ~~retail~~(“LAFI”), ~~company~~formerly ~~that~~known ~~now~~as ~~goes~~a bymedical ~~the~~marijuana ~~name~~growing ~~Los~~and ~~Angeles~~retail ~~Farmers, Inc~~company. ~~(“LAFI”).~~ In October 2017, DTLA ~~commenced~~filed litigation in Los Angeles County Superior Court (Case #No. BC681251) against LAFI and ~~David~~its ~~and Irina Vayntrub~~principals, ~~who were the sole officers, directors, and members of LAFI,~~ seeking to enforce ~~its~~our ~~contract~~ rights under the SCA. InFollowing ~~January 2020, following more than~~ a ~~year of discovery, DTLA entered into a~~ confidential settlement with the ~~Vayntrubs,~~principals ~~however,~~in ~~the~~January ~~case~~2020 ~~continued~~and ~~against LAFI. In April 2021, an Arbitrator overseeing the arbitration hearing issued~~ a judgment in favor of DTLA ~~and~~ against LAFI ~~(the~~in ~~“DTLA~~April ~~Judgment”). The DTLA Judgment awarded 49% of LAFI to DTLA as of November 2017~~2021, ~~along with~~ a ~~share~~court-appointed ofreceiver ~~any~~completed ~~profits from November 2017. In January 2022, DTLA requested that~~ the ~~Arbitrator order the~~ sale of LAFI ~~to an independent third party~~ in ~~order to allow any judgment to be paid to DTLA. In August 2022, a receiver was appointed by the Court to assume control of LAFI. In~~ April 2024~~, the sale of LAFI was completed by the receiver~~. ~~As of the date of this filing, it is doubtful, but still uncertain, as to whether DTLA will recover anything from the sale of LAFI.~~

As of April 25, 2025, the date of this report, there has been no material activity related to the matter for more than two years. We do not expect to recover any proceeds from the sale and are no longer pursuing any remedies. Accordingly, the matter is considered closed.

ITEM 1A. RISK FACTORS

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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Common~~During ~~Stock~~the ~~Issuances~~nine months ended September 30, 2024, we issued:

~~Common~~·340,000 shares of common stock ~~transactions~~on ~~for~~May ~~the~~17, ~~six~~2024, ~~months~~pursuant ~~ended~~to ~~June~~Restricted ~~30,~~Stock ~~2024~~Awards ~~were~~granted asunder ~~follows:~~the 2021 Omnibus Incentive Plan;

·~~On May 17~~62,500 ~~2024,~~shares ~~the~~of ~~Board~~common ~~granted~~stock ~~Restricted~~on ~~Stock~~May ~~Awards~~28, ~~(“RSAs”) totaling 340~~2024,~~000~~ ~~shares~~to ofan ~~common~~unrelated ~~stock~~third party under ~~the~~a ~~Omnibus~~Subscription ~~Incentive~~Agreement ~~Plan~~at ~~that~~$0.40 ~~was~~per ~~approved~~share, infor ~~May~~cash proceeds of ~~2021.~~ $25,000;

·~~On May 22~~10,000 ~~2024, the Company issued 62,500~~ shares of common stock toon anSeptember ~~unrelated~~6, ~~third~~2024, ~~party~~pursuant into ~~connection with~~ a ~~Subscription~~Restricted ~~Agreement~~Stock ~~priced~~Award atunder ~~$0.40~~the ~~per~~2021 ~~share~~Omnibus ~~for~~Incentive ~~cash~~Plan; ~~proceeds of $25,000.~~ and

~~Common~~·187,500 ~~stock~~shares ~~transactions~~to ~~subsequent~~Thrown toon ~~June~~July 306, 2024, ~~were~~pursuant asto ~~follows:~~the SEA with Thrown.

~~·On~~Reference ~~July~~is 6,made ~~2024,~~to Note 9 to the ~~Company~~interim ~~issued~~condensed ~~187,500~~consolidated ~~shares~~financial ofstatements ~~common~~included ~~stock~~under inItem ~~conjunction~~1 ~~with~~of ~~the~~this ~~MOU~~Report ~~with~~for ~~Thrown~~additional information.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

~~Convertible~~As ~~notes payable is comprised~~ of aApril ~~promissory note to an unrelated individual in the amount of $45~~25,~~000~~ ~~as of June 30~~2025, ~~2024. Principal and interest was originally due in July 2018 and is currently in default. In 2021,~~ the ~~Company~~date ~~entered into a loan agreement for $50,000 with an unaffiliate individual which is outstanding as~~ of ~~June~~this 30report, ~~2024.~~we ~~The~~were ~~maturity date may be extended by the lender but currently remains~~ in default~~. Reference~~ isunder ~~made to Notes 3 and 4 to~~ the ~~interim~~following ~~condensed~~promissory ~~consolidated financial statements included under Item 1 in this Report.~~notes:

·$45,000 convertible note issued to an unrelated individual, matured in July 2018, and remains unpaid.

·$50,000 loan agreement entered into with an unrelated individual in 2021; the maturity date may be extended at the lender’s discretion, but the loan remains in default.

·$4,500 related party note issued to our Chief Executive Officer, matured in February 2025, and remains unpaid.

·$5,000 note issued to an unrelated individual, matured in October 2024, and remains unpaid.

·$11,667 note issued to an unrelated individual, matured in January 2025, and remains unpaid.

·$5,500 note issued to an unrelated individual, matured in February 2025, and remains unpaid.

·$8,400 note issued to an unrelated individual, matured in March 2025, and remains unpaid.

These defaults may impact our ability to obtain future financing and could result in potential legal action by noteholders. Reference is made to Notes 4, 5, and 6 to the interim condensed consolidated financial statements included under Item 1 of this Report for additional information.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

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:

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. *

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. *

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, City of San Francisco, State of California, on ~~August~~April 1425, ~~2024~~2025.

By:	/s/ Evan Horowitz
	EVAN HOROWITZ
	Chief Executive Officer, Director

Pursuant to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Evan Horowitz
	EVAN HOROWITZ
	Chief Executive Officer, Director

By:	/s/ Lanny R. Lang
	LANNY R. LANG
	Chief Financial Officer, Chief Accounting Officer
	(Principal Financial and Accounting Officer)

By:	/s/ Michael Landau
	MICHAEL LANDAU
	Chief Technology Officer, Treasurer, Director

By:	/s/ Leslie Katz
	LESLIE KATZ
	Director

Filing Compare · FARMHOUSE, INC. /NV