XML 18 R7.htm IDEA: XBRL DOCUMENT v3.20.2
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
9 Months Ended
Sep. 30, 2020
Notes  
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

On June 28, 2013, the Company was originally incorporated as Somerset Transition Corporation under the Oklahoma General Corporation Act. Under the Agreement, Transition Corporation merged into Merger Sub and Transition ceased to exist, wherein Merger Sub became the survivor and successor under Section 1088 of the Oklahoma General Corporation Act (the “Oklahoma Act”), having acquired all of Transnational Corporation’s assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Holdings became the parent and the holding company of Merger Sub under the Reorganization which was in compliance with Section 1081(g) of the Oklahoma Act. At the time of the Reorganization, Holdings as successor issuer had less than 300 shareholders.  

 

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

 

The issuer formed Somerset Property, Inc. as its wholly-owned Maryland subsidiary on September 3, 2013 and merged with and into Somerset Property pursuant to Articles of Merger filed with the Maryland Department of Assessments and Taxation on October 3, 2013 and with the Oklahoma Secretary of State on October 11, 2013.  

 

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

 

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

 

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

 

At the Effective Time of the Merger, all of the issued and outstanding shares of Farmhouse Washington Common Stock were exchanged for shares of the Company’s authorized, but previously unissued Common Stock, on a one share for one share basis. This resulted in Farmhouse Washington becoming our wholly owned subsidiary and the former stockholders of Farmhouse Washington becoming our stockholders and controlling the majority of our outstanding common stock.

 

Nature of Business

 

As additional states and countries legalize medical and/or recreational cannabis use, these markets develop regulations and the commercial industry becomes more established.  The founders of Farmhouse seek to apply their technical knowledge and experience to introduce products for this emerging industry. The Cannabis industry continues to encounter a lack of acceptance from many traditional mainstream service providers of commonly used business tools. Management believes the ongoing mainstream business stigma that plagues the cannabis industry, resulting in lower availability of quality services, also creates ample opportunity to prosper as we fill the gap with vetted professional connections worldwide. By employing state of the art technologies to (i) assist with social connections on the WeedClub Platform, and (ii) geo-fencing to prevent interstate commerce from happening, the WeedClub Platform fosters safe growth for its Members.