UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended |
or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from | to |
| Commission File Number |
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction of |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
☒ ☐ NO
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ||
| Emerging growth company |
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 shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date shares issued and outstanding, as of March 31, 2024.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | F-1 | |
| Item 1. | Unaudited Consolidated Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 4 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
| Item 4. | Controls and Procedures | 9 |
| PART II - OTHER INFORMATION | 10 | |
| Item 1. | Legal Proceedings | 10 |
| Item 1A. | Risk Factors | 10 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
| Item 3. | Defaults Upon Senior Securities | 10 |
| Item 4. | Mine Safety Disclosures | 10 |
| Item 5. | Other Information | 10 |
| Item 6. | Exhibits | 10 |
| SIGNATURES | 11 | |
| 2 |
FORWARD-LOOKING STATEMENTS
Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’ within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:
| ● | the success or failure of management’s efforts to implement our business plan; | |
| ● | our ability to fund our operating expenses; | |
| ● | our ability to compete with other companies that have a similar business plan; | |
| ● | the effect of changing economic conditions impacting our plan of operation; and | |
| ● | our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”). |
Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.
When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.
| 3 |
PART I - FINANCIAL INFORMATION
INDOOR HARVEST CORP
Consolidated Balance Sheets
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
(Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Notes receivable, net | ||||||||
| Prepaid expenses and other receivable | ||||||||
| Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Prepayment for acquisition-related party | ||||||||
| Furniture and equipment, net | ||||||||
| Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Convertible note payable, net of debt discount of $ | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity | - | - | ||||||
| Preferred stock: authorized; $ par value; | ||||||||
| Series A Convertible Preferred stock: designated, shares issued and outstanding | ||||||||
| Common stock: authorized; $ par value; | ||||||||
| and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Shares to be issued | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Equity | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
INDOOR HARVEST CORP
Consolidated Statement of Operations
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
(Unaudited) | (Unaudited) | |||||||
| Revenue | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross Profit (Loss) | ||||||||
| Operating Expenses | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest income | ||||||||
| Other Income | ||||||||
| Interest Expense | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Gain on settlement of debt | ||||||||
| Impairment loss | ||||||||
| Total other income (expenses) | ( | ) | ||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Comprehensive income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted income (loss) per common share | ||||||||
| Basic | $ | - | $ | - | ||||
| Diluted | $ | - | $ | - | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
INDOOR HARVEST CORP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTH ENDED MARCH 31, 2024
(Unaudited)
For the Three Months ended March 31, 2024
| Series A Convertible | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Common | Total | ||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Paid
in Capital | Stock to be Issued | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued for cash and warrant | - | - | ||||||||||||||||||||||||||||||
| Common stock issued for services | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for default interest | - | |||||||||||||||||||||||||||||||
| Deferred Stock Compensation | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Proceeds received shares to be issued | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
For the Three months Ended March 31, 2023
| Series A Convertible | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Common | Total | ||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Paid
in Capital | Stock to be Issued | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance - December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for cash and warrant | - | ( | ) | |||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
INDOOR HARVEST CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
(Unaudited) | (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Interest expenses | ||||||||
| Impairment loss | ||||||||
| Accrued interest - notes receivable | ( | ) | ||||||
| Amortization debt discount - notes receivable | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Change in fair value of embedded derivative liability | ||||||||
| Stock based compensation & expenses | ||||||||
| Gain on settlement of debt | ||||||||
| Changes in operating assets and liabilities: | - | |||||||
| Prepaid Other | ||||||||
| Prepaid expenses and other receivable | ( | ) | ||||||
| Other Current Assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Convertible Notes | ||||||||
| Due to related party | ||||||||
| Net Cash used in Operating Activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Investment in 369 Hemp | ||||||||
| Investment in Metabiogenix (US) | ||||||||
| Investment in short term notes | ( | ) | ||||||
| Prepayments for acquisition - related party | ||||||||
| Net Cash used in Investing Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Loans granted | ||||||||
| Repayments of note payable | ||||||||
| Proceeds from issuance of common stock and warrants | ||||||||
| - | ||||||||
| Proceeds from stock subscriptions for shares to be issued | ||||||||
| Additional Paid in Capital | ||||||||
| Net Cash provided by Financing Activities | ||||||||
| EFFECT OF EXCHANGE RATE CHAGES ON CASH AND CASH EQUIVALENTS | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Common stock and warrants issued from shares to be issued | $ | $ | ||||||
| Common stock issued for services | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
INDOOR HARVEST CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Organization
Indoor Harvest Corp (the “Company” or “Indoor Harvest”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739, and such address is used in the interim. We are in the process of establishing new offices.
The Company incorporates development of proprietary technology, mergers, acquisitions, strategic partnerships, and joint ventures as part of a broad integration strategy. As a platform, Indoor Harvest Corp. cultivates synergistic partnerships within related industries, providing an opportunity to be part of a more significant play, sharing intellectual capital, technology, access to new capital markets, and liquidity for owners.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023 as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities.
| F-5 |
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.
Acquisition deposit
The
acquisitions of Hemp369 and MetaBioGenix have not been consummated at this time, but are still contemplated. There are no letters or documents
suggesting that any of the parties linked thereto have abandoned the transactions and they will move forward and be completed in the
near future. For this reason, all payments from the Company are currently classified as acquisition deposit until legal completion of
the transactions. Hemp369 and MetaBioGenix has a total of $
Stock Based Compensation
The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions).
Recently Adopted Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted the ASU as of January 1, 2022, there were no material impacts to the financial statements.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
Fair Value of Financial Instruments
As defined in ASC 820 “Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
| F-6 |
The following table summarizes fair value measurements by level at March 31, 2024 and December 31, 2023, measured at fair value on a recurring basis:
| March 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible Note | $ | $ | ||||||||||||||
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible Note | $ | $ | ||||||||||||||
NOTE 2 - GOING CONCERN
As
reflected in the accompanying unaudited consolidated financial statements, the Company had little net cash generated in operations
of $
The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financing. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – CONVERTIBLE NOTES
During
the three months ended March 31, 2024, the Company did not make the necessary payment at maturity to Quick Capital LLC; at the scheduled
July 22 due date of convertible note payable. The face value of the loan was $
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities on March 31 2024 and December 31, 2023 are as follows:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accounts payable | $ | ( | ) | $ | ( | ) | ||
| Credit card | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Accrued management fee | ( | ) | ( | ) | ||||
| Accrued interest | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
| F-7 |
NOTE 5 - STOCKHOLDERS’ EQUITY
Common Stock
Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During the year ended December 31,2023, the Company issued shares of common stock as follows:
| ● |
Shares of common stock for the private placements at $,
$,
$
per share for cash of $ | |
| ● |
Shares of common stock for consulting services valued at $ | |
| ● |
shares of common stock for a convertible note of $ | |
| ● | shares of common stock for default interest |
During the Three Months ended March 31, 2024, the Company issued shares of common stock as follows:
| ● |
Shares of common stock for consulting services valued at $ |
Shares to be Issued
During
the year ended December 31, 2023, the Company received $
As
of March 31, 2024, the Company had $
Additional paid in capital
Stock Options
During the three months ended March 31, 2024, a total of million shares of stock options were vested.
| ● | Consultant Aaron Serruya: million shares of stock options, at a price of $. | |
| ● | Consultant Kevin Elder: million shares of stock options, at a price of $. | |
| ● | Consultant Gordon Kats: million shares of stock options, at a price of $. | |
| ● | Consultant Summer Schnog: million shares of stock options, at a price of $. |
| F-8 |
| Options Outstanding | Weighted Average | |||||||||||
| Number of | Weighted Average | Remaining life | ||||||||||
| Options | Exercise Price | (years) | ||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited / Canceled | - | |||||||||||
| Outstanding, March 31, 2024 | $ | |||||||||||
| Exercisable options, March 31, 2024 | $ | |||||||||||
Valuation
The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions:
The following is a summary of stock option activity during the three months ended March 31, 2024.
Three Months Ended |
Year Ended | |||||||
| March 31, 2024 | December 31, 2023 | |||||||
| Expected term | – years | – years | ||||||
| Expected average volatility | – | % | – | % | ||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | – | % | – | % |
Warrants
As
part of the February 16, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share
for each common share purchased. The warrants issued have an exercise price of $
As
part of the August 12, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for
each common share purchased. The warrants issued have an exercise price of $
There was no warrant activity during the month ended March 31, 2024.
| Three Months Ended | ||||
| March 31, 2024 | ||||
| Term | - years | |||
| Expected average volatility | % - | % | ||
| Expected dividend yield | % | |||
| Risk-free interest rate | % - | % | ||
The following is a summary of warrant activity during the three months ended March 31, 2024:
| Warrants Outstanding | Weighted Average | |||||||||||
| Number of | Weighted Average | Remaining Life | ||||||||||
| Warrants | Exercise Price | (years) | ||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited / Canceled | - | |||||||||||
| Outstanding, March 31, 2024 | $ | |||||||||||
The
intrinsic value of the warrants outstanding as of March 31, 2024, is $
| F-9 |
Basic net loss per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.
| EPS: Earning Per Share | ||||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| (Gain) loss on change in fair value of derivatives | ||||||||
| Interest on convertible debt | ||||||||
| Net income (loss) - diluted | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares outstanding | ||||||||
| Effect of dilutive shares | ||||||||
| Diluted | ||||||||
| Net income (loss) per common share: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
For the Three Months ended March 31, 2024, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.
| F-10 |
NOTE 7- ACQUISITION
On
April 28, 2023, The Company entered into a Membership Interest and Stock Purchase Agreement with an individual (Seller) to buy
Under
the terms of the Agreement, the aggregate purchase price of $
On
April 30, 2023, Indoor Harvest Corp. (“Indoor Harvest”) entered into a Membership Interest and Stock Purchase Agreement with
Metabiogenix USA, LLC, a Texas limited liability company (the “Company”), Metabiogenics, Ltd., S.A. de C.V. and other individual
members of the Company, (each a “Seller” and collectively the “Sellers”), and Sellers owns all of the issued
and outstanding membership interests (the “Membership Interests”) of the Company. The Agreement provides that, subject to
the terms and conditions set forth therein, Indoor Harvest will acquire a sixty percent (
Under
the terms of the Agreement, the aggregate purchase price of $
Metabiogenix USA, LLC, is the officially licensed distributor of Metabiox® across the Western Hemisphere (North, South, and Central America), and Spain. Metabiox® was developed by the Japanese Medical Institute and is produced in Japan.
On
April 12,2023, the Company’s board of directors approved to issue a convertible note of $
The
acquisition deposit of $
Indoor Harvest or the Company is not expecting to complete the acquisition of Hemp369 and MetaBiogenix as of March 31, 2024.
NOTE 8- SUBSEQUENT EVENTS
On
April 10, 2024, the Company issued a convertible promissory note to Quick Capital, LLC in the principal amount of $
| F-11 |
Item 2. Management’s Discussion and Analysis Of Financial Condition and Results Of Operations.
The discussion of our financial condition and results of operations and business and related within this document should be read in conjunction with our financial statements and the related notes, and other financial information included in this filing. Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Forward-Looking Statements
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes, and other financial information included in this filing.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
The current business strategy continues to be to position the Company as an integrated consolidation platform for plant-based industry companies focused on hemp, other hemp-related products, CBD, and other plant-based businesses with the potential to be part of a bigger opportunity while sharing intellectual capital, technology, expanded business networks, along with access to new capital markets and liquidity for investors.
The company spent the majority of 2021 reorganizing, restructuring, and repositioning the business. In 2022, those efforts have allowed the company to begin moving forward on its business strategy of developing and acquiring operating businesses, beginning with the letter of intent announced with Electrum Partners, LLC.
The Company was funded through a convertible note structure from 2017 into 2019, which allowed the Company to keep being active while we restructure, reposition and recapitalize the company. We continue to seek funding from other capital sources as we position the company for future growth.
As part of the restructuring and recapitalization effort, the Company plans to regularly increases the number of shares of common stock the Company is authorized to issue. We believe this will enable the Company to raise additional capital by allowing funding sources to be able to convert debt to shares, a common form of funding, and to utilize shares as currency for future M&A transactions or related strategic initiatives.
Raising new capital is critical to the Company going forward and is a primary focus to support the current acquisition and growth strategy.
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The current business strategy continues to be to position the Company as an integrated consolidation platform for plant-based industry companies focused on hemp, other hemp-related products, CBD, and other plant-based businesses with the potential to be part of a bigger opportunity while sharing intellectual capital, technology, expanded business networks, along with access to new capital markets and liquidity for investors.
Our operational expenditures will primarily focus on review of existing assets, vetting potential merger or acquisition targets and related due diligence costs, as well as the necessary costs related to being a fully reporting company with the SEC.
On March 5, 2020, The Company entered into a material definitive agreement with Fincann Corp., a New York corporation (the “Fincann”). Fincann provides banking related strategies or solutions for the cannabis-related industry through a growing consortium of financial institutions, to help marijuana-related businesses (MRBs) to access essential banking services without complicated workarounds.
On February 14, 2022, the Company entered into a non-binding letter of intent with Electrum Partners, LLC (EP) to acquire certain assets of EP for an aggregate payment at closing and of a purchase price that will be mutually agreed by the parties based on an independent valuation of the purchased assets.
On March 1, 2023, the Company announced an Asset Purchase agreement to acquire certain business assets, including intellectual property, goodwill, and the rights to certain business opportunities in various stages of due diligence from EP.
On April 12, 2023, the company’s board of directors approved to issue a convertible note of $312,500 with 20% discount, at rate of 6% per annum and maturity date shall be ninety days after issuance of note (April 12, 2023). The Company’s board of directors also deems it in the best interest of the Company to issue to investor 31,250,000 shares of common stock with exercise price of $0.01 per share subject to adjustment and for term of five years. Pursuant to the agreement, the Company obtained $180,500 in cash after distribution attorney and brokers fees.
The Company is in the process of establishing a headquarters.
We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the SEC’s reporting and disclosure rules. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Because of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
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Results of Operations
The following table presents our operating results for the three months ended March 31, 2024 compared to March 31, 2023:
Three months ended March 31, 2024 compared to three months ended March 31, 2023.
Our operating results for Three months ended March 31, 2024 and 2023 and the changes between those periods for the respective items are summarized as follows:
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue | $ | - | $ | - | $ | - | - | |||||||||
| Operating expenses | ||||||||||||||||
| Professional fees | 314,552 | 306,509 | 8,043 | 3 | % | |||||||||||
| General and administrative expenses | 66,631 | 77,039 | (10,408 | ) | (14 | )% | ||||||||||
| Total operating expenses | 381,183 | 383,548 | (2,365 | ) | (1 | )% | ||||||||||
| Loss from operations | (381,183 | ) | (383,548 | ) | 2,365 | (1 | )% | |||||||||
| Other expense | ||||||||||||||||
| Interest income | - | 9,821 | (9,821 | ) | (100 | )% | ||||||||||
| Interest expense | (17,579 | ) | - | (17,579 | ) | - | ||||||||||
| Amortization of debt discount | - | - | ||||||||||||||
| Other income | 250 | 250 | - | |||||||||||||
| Impairment loss | - | - | - | - | ||||||||||||
| Total other expense | (17,329 | ) | 9,821 | (27,150 | ) | (276 | )% | |||||||||
| Net loss | $ | (398,512 | ) | $ | (373,727 | ) | $ | (24,784 | ) | 7 | % | |||||
Revenues
During the three months ended March 31, 2024, the Company generated no revenue.
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Operating Expenses
Total operating expenses for the three months ended March 31, 2024 and 2023 were $381,183 and $383,548 respectively, for an aggregate decrease in expenses of $2,365 or 1%. The aggregate decrease is primarily related to the cancellation of insurance for the Company’s directors.
Other Expense
Total other (expense) income for the three months ended March 31, 2024 and 2023 were ($17,329) and $9,821, for a decrease of $27,939 or 276%. The aggregate decrease in other income is primarily related to interest expense.
Net Loss
As a result of the factors discussed above, net loss for the three months ended March 31, 2024 was a loss of $398,512 as compared to a net loss of $373,727 for the three months ended March 31 2023, which reflects a increase of $24,785 or 7%.
Liquidity and Capital Resources
The following table provides selected financial data about our Company as of three months ended March 31, 2024 and 2023, respectively.
Working Capital
| March 31, | December 31, | |||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| (Unaudited) | (Audited) | |||||||||||||||
| Current assets | $ | 33,936 | $ | 37,418 | $ | (3,482 | ) | (9 | )% | |||||||
| Current liabilities | $ | 1,600,244 | $ | 1,327,085 | $ | 273,159 | 21 | % | ||||||||
| Working capital deficiency | $ | (1,566,308 | ) | $ | (1,289,667 | ) | $ | (276,641 | ) | 21 | % | |||||
Cash Flows
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Cash used in operating activities | $ | 31 | $ | (196,973 | ) | $ | 197,004 | (100 | )% | |||||||
| Cash used in investing activities | $ | - | $ | (142,500 | ) | $ | 142,500 | (100 | )% | |||||||
| Cash provided by financing activities | $ | - | $ | 121,000 | $ | (121,000 | ) | (100 | )% | |||||||
| Net Change in Cash During Period | $ | 31 | $ | (218,473 | ) | $ | 221,004 | (100 | )% | |||||||
| March 31, | December 31, | |||||||||||||||
| Balance Sheet Data: | 2024 | 2023 | Change | % | ||||||||||||
| (Unaudited) | (Audited) | |||||||||||||||
| Cash | $ | 31 | $ | - | $ | 31 | - | |||||||||
| Total assets | $ | 33,936 | $ | 37,418 | $ | (3,482 | ) | (9 | )% | |||||||
| Total liabilities | $ | 1,600,244 | $ | 1,327,085 | $ | 273,159 | 21 | % | ||||||||
| Stockholders’ equity | $ | (1,566,308 | ) | $ | (1,289,667 | ) | $ | (276,641 | ) | 21 | % | |||||
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As of March 31, 2024, our Company’s cash balance was $31 and total assets were $33,936. As of December 31, 2023, our Company’s cash balance was $0 and total assets were $37,418. The decrease in total assets was primarily the result of a decrease the Company’s overall activities.
As of March 31, 2024, our Company had total liabilities of $1,600,244, compared with total liabilities of $1,327,085 as at December 31, 2023. The increase in total liabilities was primarily related to expenses that were accrued into quarter end.
As of March 31, 2024, our Company had a working capital deficiency of $1,566,308 compared with working capital deficiency of $1,289,667 as of December 31, 2023. The increase in working capital deficiency was primarily attributed to a decrease in financing activities. The aggregate decrease in financing activities is primarily related to a breach of contract from a certain investor.
Cash Flow from Operating Activities
Net cash provided by (used in) operating activities for the three months ended March 31, 2024 and 2023 were $31 and $(196,973), respectively, for an increase of $197,004. The increase in net cash provided by (used in) operating activities was attributed primarily to an increase in accounts payable and accrued expenses.
Cash Flow from Investing Activities
During the three months ended March 31, 2024, and 2023, the Company utilized $0 and $142,500, respectively, in investing activities. The decrease was primarily due to an overall reduction in the Company’s operations.
Cash Flow from Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2024, and 2023 were $0 and $121,000, respectively, for a decrease of $121,000. The decrease in financing activities was due to an overall reduction in the Company’s operations, and a breach of contract of a certain investor.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 8.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company’s management, consisting solely of the Company’s Chief Executive Officer, Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures were not effective because of the following internal control over financial reporting deficiencies:
● We currently have an insufficient complement of personnel with the necessary accounting expertise and an inadequate supervisory review structure with respect to the requirements and application of US GAAP and SEC disclosure requirements.
● We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
● We currently lack a formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.
● Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may become involved in various legal proceedings that arise in the ordinary course of business. We are not currently a party to any material legal proceeding.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 1, 2022, the Company commenced a private placement offering and entered into subscription agreements with certain accredited investors for the sale of 153,846,154 common shares of the Company’s common stock at $0.0065 per share, and an equal number of Warrants with an exercise price of $0.013 for a total consideration to the Company of $1,000,000. A total of 7,846,154 common shares and warrants were issued and granted, respectively.
Item 3. Defaults Upon Senior Securities
The Company did not make the necessary payment at maturity to Quick Capital LLC; at the scheduled July 22, 2023 due date of convertible note payable. The face value of the loan was $312,500 with a $62,500 OID. In the event of default, the principal of the note is increased by 15%, and the default interest is 15% annum.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
(a) Not applicable.
(b) Not applicable.
Item 6. Exhibits
The following exhibits are included as part of this report:
| INCORPORATED BY REFERENCE | |||||||||
| Exhibit | Description | Form | Exhibit | Filing Date | |||||
| (31) | Rule 13a-14(a)/15d-14(a) Certifications | ||||||||
| * | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | ||||||||
| * | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | ||||||||
| (32) | Section 1350 Certifications | ||||||||
| * | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer | ||||||||
| (101) | Interactive Data Files | ||||||||
| * | Inline XBRL Instance Document | ||||||||
| * | Inline XBRL Taxonomy Extension Schema Document | ||||||||
| * | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||
| * | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||
| * | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||
| * | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||
| † | Management Contract or Compensation Plan | |
| * | Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INDOOR HARVEST CORP. | |
| (Registrant) | |
| Dated: May 20, 2025 | /s/ Leslie Bocskor |
| Leslie Bocskor | |
| Chief Executive Officer, Chief Financial Officer | |
| (Principal Executive Officer)(Principal Financial Officer) |
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