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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30th, 2023  

 

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 000-55594  

 

INDOOR HARVEST CORP

 

(Exact name of registrant as specified in its charter)

 

Texas   45-5577364

(State or other jurisdiction

of incorporation or organization)

  

(IRS Employer

Identification No.)

 

7401 W. Slaughter Lane #5078

Austin, Texas

   78739
(Address of principal executive offices)   (Zip Code)

 

512-309-1776

 

(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.

 

☒ YES ☐ 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). Yes ☒ No ☐

 

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 ☐
Non-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 ☒ NO

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 2,831,670.85 and 2,693,190.084 shares issued and outstanding, respectively as of September 30, 2023.

 

 

 

   
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION F-1
     
Item 1. 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 6
Item 4. Controls and Procedures 6
     
PART II - OTHER INFORMATION 7
     
Item 1. Legal Proceedings 7
Item 1A. Risk Factors 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Mine Safety Disclosures 7
Item 5. Other Information 7
Item 6. Exhibits 7
SIGNATURES 8

 

 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

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30,   December 31, 
  

2023

   2022 
   (Unaudited)     
         
ASSETS          
Current Assets:          
Cash  $6,504   $226,231 
Notes receivable, net   -    163,588 
Prepaid expenses and other receivable   44,833    44,085 
           
Total Current Assets   51,337    433,904 
           
Prepayment for acquisitions - related party   145,000    145,000 
Acquisition deposit   440,239    - 
TOTAL ASSETS  $636,576   $578,904 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts payable and accrued liabilities  $527,116   $233,378 
Convertible notes payable, net of debt discount of $0   359,375    - 
Total Current Liabilities   886,491    233,378 
           
Total Liabilities   886,491    233,378 
           
Commitments and contingencies   -    - 
           
Stockholders’ Equity          
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 shares issued and outstanding   -    - 
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,831,670,853 and 2,693,190,084 shares issued and outstanding, respectively   2,831,671    2,693,190 
Additional paid in capital   25,032,565    24,135,367 
Shares to be issued   382,250    576,000 
Accumulated deficit   (28,496,401)   (27,059,031)
Total Stockholders’ Equity   (249,915)   345,526 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $636,576   $578,904 

 

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

 

 F-1 
 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022 
  

Three Months Ended

 
   September 30, 
   2023   2022 
         
Revenue  $-   $- 
           
Operating Expenses          
Professional fees   189,414    251,468 
General and administrative   69,056    323,505 
Total Operating Expenses   258,469    574,973 
           
Loss from operations   (258,469)   (574,973)
           
Other Income (Expense)          
Interest income   -    1,857 
Amortization of OID   (52,083)   - 
Interest Expense   (61,141)   - 
Total other income (expenses)   (113,224)   1,857 
           
Income (loss) before income taxes   (371,694)   (573,116)
           
Provision for income taxes   -    - 
           
Net income (loss)  $(371,694)  $(573,116)
           
Comprehensive income (Loss)  $(371,694)  $(573,116)
           
Basic and diluted income (loss) per common share          
Basic  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding          
Basic   2,831,670,853    2,685,608,144 
Diluted   2,831,670,853    2,685,608,144 

 

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

 

 F-2 
 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022 
   Nine Months Ended 
   September 30, 
   2023   2022 
         
Revenue  $-   $- 
           
Operating Expenses          
Professional fees   685,701    1,269,671 
General and administrative   376,451    1,655,924 
Total Operating Expenses   1,062,151    2,925,595 
           
Loss from operations   (1,062,151)   (2,925,595)
           
Other Income (Expense)          
Interest income   3,373    1,857 
Amortization of OID   (312,500)   - 
Interest Expense   (66,092)   - 
Total other income (expenses)   (375,219)   1,857 
           
Income (loss) before income taxes   (1,437,370)   (2,923,738)
           
Provision for income taxes   -    - 
           
Net income (loss)  $(1,437,370)  $(2,923,738)
           
Comprehensive income (Loss)  $(1,437,370)  $(2,923,738)
           
Basic and diluted income (loss) per common share          
Basic  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding          
Basic   2,805,584,209    2,636,228,346 
Diluted   2,805,584,209    2,636,228,346 

 

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

 

 F-3 
 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

For the Nine months Ended September 30, 2023

 

  

Number of

Shares

   Amount  

Number of

Shares

   Amount  

Paid in

Capital

  

Stock

to be Issued

  

Accumulated

Deficit

   Stockholders’ Equity 
   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   -   $-    2,693,190,084   $2,693,190   $24,135,367   $576,000   $(27,059,031)  $        345,526 
                                         
Common stock and warrants issued   -    -    107,230,769    107,231    589,769    (576,000)   -    121,000 
Stock based compensation   -    -    -    -    64,384    -    -    64,384 
Net loss        -           -    -    -    -    -    (373,727)   (373,727)
Balance - March 31, 2023   -   $-    2,800,420,853   $2,800,421   $24,789,520   $-   $(27,432,758)  $157,183 
                                         
Common stock and warrants issued   -    -    31,250,000    31,250    218,750         -    250,000 
Stock based compensation   -    -    -    -    16,196    -    -    16,196 
Proceeds received shares to be issued   -    -    -    -    -    176,000    -    176,000 
Net loss   -    -    -    -    -    -    (691,949)   (691,949)
Balance - June 30, 2023   -   $-    2,831,670,853   $2,831,671   $25,024,466   $176,000   $(28,124,707)  $(92,570)
                                         
Common stock and warrants issued   -    -         -              -    - 
Stock based compensation   -    -    -    -    8,099    -    -    8,099 
Proceeds received shares to be issued   -    -    -    -    -    206,250    -    206,250 
Net loss   -    -    -    -    -    -    (371,694)   (371,694)
Balance - September 30, 2023   -   $-    2,831,670,853   $2,831,671   $25,032,565   $382,250   $(28,496,401)  $(249,915)

 

For the Nine months Ended September 30, 2022

 

  

Number of

Shares

   Amount  

Number of

Shares

   Amount  

Paid in

Capital

  

Stock

to be Issued

  

Accumulated

Deficit

   Stockholders’ Equity 
   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, 2021         -   $          -    2,575,909,930   $2,575,910   $21,210,721   $-   $(23,695,434)  $91,197 
                                         
Common stock issued for cash and warrant   -    -    12,500,000    12,500    62,500    -    -    75,000 
Stock based compensation   -    -    -    -    975,496    -    -    975,496 
Net loss   -    -    -    -    -    -    (1,066,261)   (1,066,261)
Balance - March 31, 2022   -    -    2,588,409,930    2,588,410    22,248,717    -    (24,761,695)   75,432 
                                         
Common stock issued for cash and warrant   -    -    89,600,000    89,600    358,400    -    -    448,000 
Common stock issued for cash -adjusted offerring price related to quarter 1st.   -    -    2,500,000    2,500    (2,500)   -    -    - 
Common stock issued for services   -    -    834,000    834    4,166    -    -    5,000 
Stock based compensation   -    -    -    -    1,023,688    -    -    1,023,688 
Net loss   -    -    -    -    -    -    (1,284,362)   (1,284,362)
Balance - June 30, 2022   -    -    2,681,343,930    2,681,344    23,632,471    -    (26,046,057)  $267,758 
                                         
Common stock issued for cash and warrant   -    -    7,846,154    7,846    43,154    -    -    51,000 
Stock based compensation   -    -    -    -    373,354    -    -    373,354 
Proceeds received shares to be issued   -    -    -    -    -    250,000    -    250,000 
Net loss   -    -    -    -    -    -    (573,116)   (573,116)
Balance - September 30, 2022   -   $-    2,689,190,084   $2,689,190   $24,048,979   $250,000   $(26,619,173)  $368,996 

 

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

 

 F-4 
 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   2023   2022 
  

Nine Months Ended

September 30,

 
   2023   2022 
OPERATING ACTIVITIES          
Net Loss  $(1,437,370)  $(2,923,738)
Adjustments to reconcile Net Income to Net Cash provided by operations          
Accrued interest – notes receivable   1,503    (919)
Amortization debt discount - Notes Receivable   (4,876)   - 
Amortization of debt discount – interest expense   127,540    - 
Stock based compensation   88,679    2,377,538 
Escrow account   (25,000)   - 
Prepaid expenses and other receivable   20,624    (57,968)
Accounts payable and accrued expenses   275,573    4,009 
Due to related party   -    (33,902)
Net cash provided by operating activities  $(953,327)  $(634,981)
           
INVESTING ACTIVITIES          
           
Payments made for acquisition of 369 Hemp  $(215,150)   - 
           
Payments made for acquisition of MetaBiogenix (US)   (54,500)   - 
Investment in short term notes   -    (100,000)
Prepayments for acquisition – related party   -    (130,000)
Net cash provided by investing activities  $(269,650)   (230,000)
           

FINANCING ACTIVITIES

          
Proceeds from convertible notes   250,000    - 
Proceeds from stock subscriptions for shares to be issued   -    250,000 
Proceeds from issuance of common stock and warrants   753,250    574,000 
Net Cash provided by financing activities  $1,003,250   $824,000 
           
Net cash increase for period  $(219,727)  $(40,981)
Cash at beginning of period  $226,231   $232,850 
Cash at end of period  $6,504   $191,869 
           
Supplemental Cash Flow Information          
Cash paid for interest   -    - 
Cash paid for taxes   -    - 

 

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

 

 F-5 
 

 

INDOOR HARVEST CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30,2023

(UNAUDITED)

 

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.

 

On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis.

 

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, 2022, 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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

 F-6 
 

 

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 $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

 

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-7 
 

 

The following table summarizes fair value measurements by level at September 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

September 30,2023  Level 1   Level 2   Level 3   Total 
Assets:                                     
Notes receivables, net   -    -    -    - 

 

December 31,2022  Level 1   Level 2   Level 3   Total 
Assets:                          
Notes receivable, net   -    -   $163,588   $163,588 

 

NOTE 2 - GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of September 30, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and nine months ended September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

 

 F-8 
 

 

NOTE 3 – NOTES RECEIVABLE

 

During the nine months ended September 30, 2023, the Company granted loans of $0. As September 30, 2023, the Company utilized the following secured promissory notes in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 8 – Acquisition):

 

Issuance date  Amount   Maturity date  Rate   Original Issue Discount   2023   2022 
7/27/2022   40,000   5/27/2023   0.08                                
8/10/2022   20,000   6/10/2023   0.08                
9/15/2022   40,000   1/15/2023   0.08                
11/1/2022   25,000   3/1/2023   0.08                
11/8/2022   20,000   3/8/2023   0.08                
12/8/2022   15,000   4/8/2023   0.08                
1/5/2023   27,500   7/5/2023   0.08                
1/20/2023   50,000   7/20/2023   0.08                
2/28/2023   65,000   9/28/2023   0.08                

 

The notes are secured by an interest in real property as set nine security agreements between the Company and borrower. During the nine months ended September 30, 2023, the Company recognized interest income of $3,373. The Company’s management did not recognize any estimated credit loss for the notes; however, the management closely monitors the liquidity of the debtors for changes in circumstances that may affect the carrying value of these notes. The notes are considered level 3 financial instruments; however, as a result of the short terms to maturity, their amortized costs approximate their fair values.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities on September 2023 and December 31, 2022 are as follows:

 

   September 30,   December 31, 
   2023   2022 
Accounts payable  $439,586   $139,603 
Credit card   6,801    7,877 
Accrued expenses   64,062    82,715 
Accrued management fee   16,667    3,183 
Total Accounts Payable And Accrued Liabilities  $527,116   $233,378 

 

 F-9 
 

 

NOTE 5 - STOCKHOLDERS’ EQUITY

 

Common stock

 

On August 1, 2022, the Company initiated a private placement offering for the sale of up to 123,076,923 shares of the Company’s common stock, at price of $0.0065 per share and an equal number of Warrants with an exercise price of $0.013 for total consideration to the Company of $800,000. On August 12, 2022, and November 9, 2022, the number shares was increased to 153,846,154 (for total consideration to the Company of $1,000,000) and 200,000,000 shares (for total consideration to the Company of $1,300,000) an equal number of Warrants with an exercise price of $0.013, respectively. On January1, 2023, the number of Warrants increased by one share for two Warrants.

 

During the three months ended March 31, 2022, the Company issued 12,500,000 shares of common stock at $0.006 per share for cash of $75,000. Upon the change of the share price for the private placement, an additional 2,500,000 common shares were issued during the three months ended June 30, 2022. During the three months ended September 30, 2023, the Company issued 0 shares of common stock based on transfer agent report As of September 30, 2023, and December 31, 2022, there were 2,831,670,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

 

Shares to be issued

 

During the year ended December 31, 2022, in connection with the mentioned private placement offering on August 12, 2022, the Company received $576,000 in cash proceeds. During the three months ended September 30, 2023, there are 382,250 balances of shares to be issued; the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 offering totaling 88,615,385 restricted common shares and 559,557,692 warrants.

 

Additional paid in capital

 

Stock Options

 

In Q2 2023, consultants were each granted the option to purchase shares of common stock; Ken Tapp 10 million shares, Aaron Serruya 10 million shares, Kevin Elder 100 million shares, Gordon Kats 10 million shares; for a total of 130 million shares, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

 

In Q3 2023, consultant Summer Schnog was granted the option to purchase 50 million shares of common stock, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

 

 F-10 
 

 

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 nine months ended September 30, 2023.

 

   Options Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Options   Exercise Price   (years) 
             
Outstanding, December 31, 2022   854,000,000   $0.012    8.56 
Granted   180,000,000    0.012    7.32 
Exercised   -    -    - 
Forfeited/canceled   -    -    - 
Outstanding, September 30, 2023   1,034,000,000    0.012    7.32 
                
Exercisable options, September 30, 2023   1,034,000,000   $0.012    7.32 

 

Warrants

 

In Q3 2023, an investor warrant total of 166 million shares of common stock were issued at a price of $0.03 per share of common stock.

 

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 warrant activity during the nine months ended September 30, 2023.

 

   Warrants Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Warrants   Exercise Price   (years) 
Outstanding, December 31, 2022   116,446,154   $0.01    4.38 
Granted   599,557,692    0.01    5.00 
Exercised   -    -      
Forfeited/canceled   -    -      
Outstanding, September, 2023               
    716,003,846   $0.007    4.58 

 

 F-11 
 

 

NOTE 6 - NET INCOME (LOSS) PER COMMON SHARE

 

Basic net income 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.

 

Net loss per share of common stock requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive.

 

The dilutive effect of warrants and stock options subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented.

 

 

   2023   2022 
  

Nine Months Ended

September 30,

 
   2023   2022 
         
Warrants  $716,003,846   $112,446,154 
Stock Options  $1,034,000,000   $840,000,000 
Diluted Securities  $1,750,003,846   $950,446,154 

 

 F-12 
 

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Numerator:                
Net income (loss)  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
(Gain) loss on change in fair value of derivatives   -    -    -    - 
Interest on convertible debt   -    -    -    - 
Net income (loss) - diluted  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
                     
Denominator:                    
Weighted average common shares outstanding   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
Effect of dilutive shares   -    -    -      
Diluted   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
                     
Net income (loss) per common share:                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)

 

For the three and nine months ended September 30, 2023, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

 

NOTE 7- RELATED PARTY TRANSACTIONS

 

On February 8, 2022, the Company entered an assets acquisition Letter of Intent (“LOI”) with an entity under common control with the Company. During the nine months ended September 30, 2023, in connection with the LOI, the Company paid advance of $145,000 for acquisition of assets.

 

During the nine months ended September 30, 2023 and 2022, the Company paid consulting fees of $246,000 and $307,000, respectively.

 

 F-13 
 

 

NOTE 8- ACQUISITION

 

On April 28, 2023, The Company entered into a Membership Interest and Stock Purchase Agreement with an individual (Seller) to buy 100% of the issued and outstanding Membership Interests of the Opportunity Development Group, LLC and its subsidiary (369 Hemp, Inc. a Nevada corporation). The Agreement provides that, subject to the terms and conditions set forth therein, the Company will indirectly, wholly-own the subsidiary by acquiring minor’s Membership Interest in the subsidiary and Seller’s Membership Interests.

 

Under the terms of the Agreement, the aggregate purchase price of $1,675,000 consists of the following consideration: (i) a cash consideration payment at closing consisting of eight hundred thousand dollars ($800,000) to each of Seller and minor shareholder in accordance with their Pro Rata Portion, less the $313,089 due and owing to the Company in connection with certain nine separate promissory notes issued by Opportunity Development Group, LLC to the Company between July 27, 2022 and February 28, 2023, and (ii) a stock consideration payment at closing consisting of one hundred twenty-five million shares (125,000,000) of Indoor Harvest’s common stock, $0.001 par value per share. 369 Hemp, Inc. is a company engaged in the business of manufacturing and distributing hemp cigarettes. Key commercial customers include Green Hemp Co., VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8 employees and was founded in early 2019 and is based in Mocksville, North Carolina.

 

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 (60%) controlling interest in the Company by acquiring a portion of Sellers’ Membership Interests in the Company.

 

Under the terms of the Agreement, the aggregate purchase price of $2,500,000 consists of the following consideration: (i) a cash consideration payment of four hundred thousand dollars ($400,000) to each Seller in accordance with their Pro Rata Portion, less one hundred thousand dollars ($100,000) previously paid to Sellers, with fifty thousand dollars ($50,000) to paid at closing, and the remaining cash consideration of two hundred fifty thousand ($250,000) to be paid to Sellers in accordance with the Pro Rata Portion in five monthly installments with the first installment to be paid on or before June 1, 2023 and each remaining monthly installment to be paid on the first day of each following month until all funds are paid in full; and (ii) a stock consideration payment at closing consisting of three hundred million shares (300,000,000) of Indoor Harvest’s common stock, $0.001 par value per share. In addition, the Sellers are entitled to bonus consideration, in the form of warrants to purchase an aggregate of 150,000,000 shares of Common Stock, upon the Company achieving certain revenue related milestones as set forth in the Agreement.

 

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 $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 and a warrant for 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 acquisition process of Hemp369 and MetaBioGenix is taking longer than anticipated due to initial investors’ liquidity change. The delay could result in the loss of valuable employees, the disruption of ongoing productions, and business relationships, any of which could adversely affect our ability to achieve the anticipated benefits of the acquisition. In order to sustain the paused acquisition, the Company has continued to make payment to Hemp369 during the third quarter of 2023, in the sum of $44,229. The $44,229 is contributing to and categorized as acquisition deposit on the financials. Hemp369 and MetaBioGenix has a total of $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

 

NOTE 9- SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

 

 F-14 
 

 

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

 

Results of Operations

 

The following table presents our operating results for the three and nine months ended September 30, 2023 compared to September 30, 2022:

 

Three months ended September 30, 2023 compared to three months ended September 30, 2022

 

   Three Months Ended
September 30,		         
    2023    2022    Change    % 
Revenue  $-   $-   $-    - 
Operating expenses                    
Professional fees   189,414    251,468    (62,055)   (25%)
General and administrative expenses   69,056    323,505    (254,449)   (79%)
Total operating expenses   258,470    574,973    (316,504)   (559%)
Loss from operations   (258,470)   (574,973)   (316,504)   (559%)
Other expense                    
Interest income   -    1,857    -1,857    (100%)
Interest expense   (61,141)   -    (61,141)   100%
Amortization of debt discount   (52,083)   -    (52,083)   100%
Change in fair value of embedded derivative liability   -    -    -    - 
Total other expense   (113,224)   1,857    (115,081)   (6197%)
Net loss  $(371,694)  $(574,973)  $201,423    (35%)

 

   Nine Months Ended
September 30,		         
    2023    2022    Change    % 
Revenue  $-   $-   $-    - 
Operating expenses                    
Professional fees   685,701    1,269,672    (583,971)   (46%)
General and administrative expenses   376,451    1,655,924    (1,279,473)   (77%)
Total operating expenses   1,062,152    2,925,596    (1,863,444)   (64%)
Loss from operations   (1,062,152)   (2,925,596)   1,863,444    (64%)
Other expense                    
 Interest income   3,373    1,857    1,516    82%
Interest expense   (312,500)   -    (312,500)-   100%
Amortization of OID   (66,092)   -    (66,092)   100%
Change in fair value of embedded derivative liability   -    -    -    - 
Total other expense   (375,219)   1,857    (377,076)   (20306%)
Net loss  $(1,437,370)  $(2,923,739)  $1,486,369    (51%)

 

   September 30,   December 31,         
   2023   2022   Change   % 
Current assets  $51,337   $433,904   $(382,567)   (88%)
Current liabilities  $886,491   $233,378   $653,113    280%
Working capital deficiency  $(835,154)  $200,526   $(1,035,680)   (516%)

 

Revenues

 

During the nine months ended September 30, 2023 and 2022, the Company generated no revenue.

 

Operating Expenses

 

Total operating expenses for the nine months ended September 30, 2023 and 2022 were $1,062,152 and $2,925,595, respectively, for an aggregate decrease of $1,863,444 or 64%. The aggregate decrease was primarily driven by a decrease in general and administrative expenses associated with executive stock options compensation.

 

 4 
 

 

Net Loss

 

As a result of the factors discussed above, net loss for the nine months ended September 30, 2023 and 2022 was a loss of $1,437,370compared to a loss of $2,923,739, respectively, for an aggregate decrease of $1,486,369, or 64% related primarily to the elimination of professional fees and SG&A expenses.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our Company as of September 30, 2023 and December 31, 2022, respectively.

 

Working Capital

 

   September 30,
2023		   December 31,
2022		   Change   % 
Current assets  $51,337   $433,904   $(382,567)   (88%)
Current liabilities  $886,491   $233,378   $653,113    280%
Working capital deficiency  $(835,154)  $200,526   $(1,035,680)   (516%)

 

Cash Flows

 

   Nine Months Ended
September 30,		         
   2023   2022   Change   % 
Cash used in operating activities  $(953,327)  $(634,981)  $(318,346)   50%
Cash used in investing activities  $(269,650)  $(230,000)  $(39,650)   17%
Cash provided by financing activities  $1,003,250   $824,000   $179,250    22%
Net Change in Cash During Period  $(219,727)  $(40,981)  $(178,746)   436%

 

Balance Sheet Data:  September 30,
2023		   December 31,
2022		   Change   % 
Cash  $6,504   $226,231   $(219,727)   (97%)
Total assets  $636,576   $578,904   $57,672    10%
Total liabilities  $886,491   $233,378   $653,113    280%
Stockholders’ equity  $(249,915)  $345,526   $(595,441)   (172%)

 

As of September 30, 2023, our Company’s cash balance was $6,504 and total assets were $636,576. As of December 31, 2022, our Company’s cash balance was $226,231 and total assets were $578,094.

 

As of September 30, 2023, our Company had total liabilities of $886,491 compared with total liabilities of $233,378 as of December 31, 2022.

 

 5 
 

 

As of September 30, 2023, our Company had working capital deficiency of $835,154 compared with working capital deficiency of $200,526 as of December 31, 2022. The decrease in working capital was primarily attributed to the lack of funding.

 

Cash Flow used in Operating Activities

 

Net cash used in operating activities for the nine months ended September 30, 2023 and 2022 were $(953,327) and ($634,981) respectively, for an increase of $318,346. The increase in net cash used in operating activities is primarily related to payment for consulting and vendor services, payments on accounts payables and accrued liabilities, merger and acquisition related costs, and business development.

 

Cash Flow used in Investing Activities

 

For the nine months ended September 30, 2023 and 2022, the Company invested ($269,650) and $230,000 respectively, for an decrease of $39,650. The decrease in investing activities is related to acquisitions and business development initiatives.

 

Cash Flow provided by Financing Activities

 

Net cash provided by financing activities for the nine months ended September 30, 2023, and 2022 were $1,003,250 and $824,000, respectively, for an increase of $179,250. During the nine months ended September 30, 2023, the increase in cash from financing activities was the result of the Company’s receipt of cash proceeds from issuance of common stock and warrants.

 

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.

 

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 September 30, 2023, 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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 6 
 

 

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 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.            

 

 

 7 
 

 

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: December 1, 2023 /s/ Leslie Bocskor
  Leslie Bocskor
  Chief Executive Officer, Chief Financial Officer
  (Principal Executive Officer)(Principal Financial Officer)

 

 8 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Leslie Bocskor, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Indoor Harvest Corp;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: December 1, 2023  
   
/s/ Leslie Bocskor  
Leslie Bocskor  
Chief Executive Officer  
(Principal Executive Officer)  

 

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Leslie Bocskor, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Indoor Harvest Corp;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 1, 2023  
   
/s/ Leslie Bocskor  
Leslie Bocskor , Chief Financial Officer  
(Principal Financial Officer)  

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Leslie Bocskor, Principal Executive Officer and Principal Financial Officer, of Indoor Harvest Corp, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the quarterly report on Form 10-Q of Indoor Harvest Corp for the period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Indoor Harvest Corp.

 

Dated: December 1, 2023  
   
/s/ Leslie Bocskor  
Leslie Bocskor, Chief Executive Officer and  
Chief Financial Officer  
(Principal Executive Officer and Principal Financial Officer)  

 

A signed original of this written statement required by Section 906, has been provided to Indoor Harvest Corp and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.23.3
Cover
 9 Months Ended
Sep. 30, 2023
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Sep. 30, 2023
Document Fiscal Period Focus Q3
Document Fiscal Year Focus 2023
Current Fiscal Year End Date --12-31
Entity File Number 000-55594
Entity Registrant Name INDOOR HARVEST CORP
Entity Central Index Key 0001572565
Entity Tax Identification Number 45-5577364
Entity Incorporation, State or Country Code TX
Entity Address, Address Line One 7401 W. Slaughter Lane #5078
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78739
City Area Code 512
Local Phone Number 309-1776
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 2,693,190.084
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 6,504 $ 226,231
Notes receivable, net 163,588
Prepaid expenses and other receivable 44,833 44,085
Total Current Assets 51,337 433,904
Prepayment for acquisitions - related party 145,000 145,000
Acquisition deposit 440,239
TOTAL ASSETS 636,576 578,904
Current Liabilities:    
Accounts payable and accrued liabilities 527,116 233,378
Convertible notes payable, net of debt discount of $0 359,375
Total Current Liabilities 886,491 233,378
Total Liabilities 886,491 233,378
Commitments and contingencies
Stockholders’ Equity    
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 shares issued and outstanding
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,831,670,853 and 2,693,190,084 shares issued and outstanding, respectively 2,831,671 2,693,190
Additional paid in capital 25,032,565 24,135,367
Shares to be issued 382,250 576,000
Accumulated deficit (28,496,401) (27,059,031)
Total Stockholders’ Equity (249,915) 345,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 636,576 $ 578,904
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Convertible notes payable, net of debt discount $ 0 $ 0
Preferred Stock, shares authorized 15,000,000 15,000,000
Preferred Stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 10,000,000,000 10,000,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 2,831,670,853 2,693,190,084
Common stock, shares outstanding 2,831,670,853 2,693,190,084
Series A Convertible Preferred Stock [Member]    
Preferred Stock, shares authorized 15,000,000 15,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Revenue
Operating Expenses        
Professional fees 189,414 251,468 685,701 1,269,671
General and administrative 69,056 323,505 376,451 1,655,924
Total Operating Expenses 258,469 574,973 1,062,151 2,925,595
Loss from operations (258,469) (574,973) (1,062,151) (2,925,595)
Other Income (Expense)        
Interest income 1,857 3,373 1,857
Amortization of OID (52,083) (312,500)
Interest Expense (61,141) (66,092)
Total other income (expenses) (113,224) 1,857 (375,219) 1,857
Income (loss) before income taxes (371,694) (573,116) (1,437,370) (2,923,738)
Provision for income taxes
Net income (loss) (371,694) (573,116) (1,437,370) (2,923,738)
Comprehensive income (Loss) $ (371,694) $ (573,116) $ (1,437,370) $ (2,923,738)
Basic and diluted income (loss) per common share        
Basic $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of common shares outstanding        
Basic 2,831,670,853 2,685,608,144 2,805,584,209 2,636,228,346
Diluted 2,831,670,853 2,685,608,144 2,805,584,209 2,636,228,346
v3.23.3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Series A Convertible Preferred Stock [Member]
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Stock Payable [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 2,575,910 $ 21,210,721 $ (23,695,434) $ 91,197
Balance, shares at Dec. 31, 2021 2,575,909,930        
Stock based compensation 975,496 975,496
Net loss (1,066,261) (1,066,261)
Common stock issued for cash and warrant $ 12,500 62,500 75,000
Common stock issued for cash and warrant, shares   12,500,000        
Balance at Mar. 31, 2022 $ 2,588,410 22,248,717 (24,761,695) 75,432
Balance, shares at Mar. 31, 2022 2,588,409,930        
Balance at Dec. 31, 2021 $ 2,575,910 21,210,721 (23,695,434) 91,197
Balance, shares at Dec. 31, 2021 2,575,909,930        
Net loss           (2,923,738)
Proceeds received shares to be issued           250,000
Balance at Sep. 30, 2022 $ 2,689,190 24,048,979 250,000 (26,619,173) 368,996
Balance, shares at Sep. 30, 2022 2,689,190,084        
Balance at Mar. 31, 2022 $ 2,588,410 22,248,717 (24,761,695) 75,432
Balance, shares at Mar. 31, 2022 2,588,409,930        
Stock based compensation 1,023,688 1,023,688
Net loss (1,284,362) (1,284,362)
Common stock issued for cash and warrant $ 89,600 358,400 448,000
Common stock issued for cash and warrant, shares   89,600,000        
Common stock issued for cash -adjusted offerring price related to quarter 1st. $ 2,500 (2,500)
Common stock issued for cash -adjusted offerring price related to quarter 1st, shares   2,500,000        
Common stock issued for services $ 834 4,166 5,000
Common stock issued for services, shares   834,000        
Balance at Jun. 30, 2022 $ 2,681,344 23,632,471 (26,046,057) 267,758
Balance, shares at Jun. 30, 2022 2,681,343,930        
Stock based compensation 373,354 373,354
Net loss (573,116) (573,116)
Proceeds received shares to be issued 250,000 250,000
Common stock issued for cash and warrant $ 7,846 43,154 51,000
Common stock issued for cash and warrant, shares   7,846,154        
Balance at Sep. 30, 2022 $ 2,689,190 24,048,979 250,000 (26,619,173) 368,996
Balance, shares at Sep. 30, 2022 2,689,190,084        
Balance at Dec. 31, 2022 $ 2,693,190 24,135,367 576,000 (27,059,031) 345,526
Balance, shares at Dec. 31, 2022 2,693,190,084        
Common stock and warrants issued $ 107,231 589,769 (576,000) 121,000
Common stock and warrants issued, shares   107,230,769        
Stock based compensation 64,384 64,384
Net loss (373,727) (373,727)
Balance at Mar. 31, 2023 $ 2,800,421 24,789,520 (27,432,758) 157,183
Balance, shares at Mar. 31, 2023 2,800,420,853        
Balance at Dec. 31, 2022 $ 2,693,190 24,135,367 576,000 (27,059,031) 345,526
Balance, shares at Dec. 31, 2022 2,693,190,084        
Net loss           (1,437,370)
Proceeds received shares to be issued          
Balance at Sep. 30, 2023 $ 2,831,671 25,032,565 382,250 (28,496,401) (249,915)
Balance, shares at Sep. 30, 2023 2,831,670,853        
Balance at Mar. 31, 2023 $ 2,800,421 24,789,520 (27,432,758) 157,183
Balance, shares at Mar. 31, 2023 2,800,420,853        
Common stock and warrants issued $ 31,250 218,750   250,000
Common stock and warrants issued, shares   31,250,000        
Stock based compensation 16,196 16,196
Net loss (691,949) (691,949)
Proceeds received shares to be issued 176,000 176,000
Balance at Jun. 30, 2023 $ 2,831,671 25,024,466 176,000 (28,124,707) (92,570)
Balance, shares at Jun. 30, 2023 2,831,670,853        
Common stock and warrants issued    
Stock based compensation 8,099 8,099
Net loss (371,694) (371,694)
Proceeds received shares to be issued 206,250 206,250
Balance at Sep. 30, 2023 $ 2,831,671 $ 25,032,565 $ 382,250 $ (28,496,401) $ (249,915)
Balance, shares at Sep. 30, 2023 2,831,670,853        
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
OPERATING ACTIVITIES    
Net Loss $ (1,437,370) $ (2,923,738)
Adjustments to reconcile Net Income to Net Cash provided by operations    
Accrued interest – notes receivable 1,503 (919)
Amortization debt discount - Notes Receivable (4,876)
Amortization of debt discount – interest expense 127,540
Stock based compensation 88,679 2,377,538
Escrow account (25,000)
Prepaid expenses and other receivable 20,624 (57,968)
Accounts payable and accrued expenses 275,573 4,009
Due to related party (33,902)
Net cash provided by operating activities (953,327) (634,981)
INVESTING ACTIVITIES    
Investment in short term notes (100,000)
Prepayments for acquisition – related party (130,000)
Net cash provided by investing activities (269,650) (230,000)
FINANCING ACTIVITIES    
Proceeds from convertible notes 250,000
Proceeds from stock subscriptions for shares to be issued 250,000
Proceeds from issuance of common stock and warrants 753,250 574,000
Net Cash provided by financing activities 1,003,250 824,000
Net cash increase for period (219,727) (40,981)
Cash at beginning of period 226,231 232,850
Cash at end of period 6,504 191,869
Supplemental Cash Flow Information    
Cash paid for interest
Cash paid for taxes
369 Hemp Inc [Member]    
INVESTING ACTIVITIES    
Payments made for acquisition (215,150)
Meta biogenix USA LLC [Member]    
INVESTING ACTIVITIES    
Payments made for acquisition $ (54,500)
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

 

On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis.

 

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, 2022, 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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

 

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 $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

 

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).

 

 

The following table summarizes fair value measurements by level at September 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

September 30,2023  Level 1   Level 2   Level 3   Total 
Assets:                                     
Notes receivables, net   -    -    -    - 

 

December 31,2022  Level 1   Level 2   Level 3   Total 
Assets:                          
Notes receivable, net   -    -   $163,588   $163,588 

 
v3.23.3
GOING CONCERN
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 2 - GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of September 30, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and nine months ended September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

 

 
v3.23.3
NOTES RECEIVABLE
 9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
NOTES RECEIVABLE

NOTE 3 – NOTES RECEIVABLE

 

During the nine months ended September 30, 2023, the Company granted loans of $0. As September 30, 2023, the Company utilized the following secured promissory notes in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 8 – Acquisition):

 

Issuance date  Amount   Maturity date  Rate   Original Issue Discount   2023   2022 
7/27/2022   40,000   5/27/2023   0.08                                
8/10/2022   20,000   6/10/2023   0.08                
9/15/2022   40,000   1/15/2023   0.08                
11/1/2022   25,000   3/1/2023   0.08                
11/8/2022   20,000   3/8/2023   0.08                
12/8/2022   15,000   4/8/2023   0.08                
1/5/2023   27,500   7/5/2023   0.08                
1/20/2023   50,000   7/20/2023   0.08                
2/28/2023   65,000   9/28/2023   0.08                

 

The notes are secured by an interest in real property as set nine security agreements between the Company and borrower. During the nine months ended September 30, 2023, the Company recognized interest income of $3,373. The Company’s management did not recognize any estimated credit loss for the notes; however, the management closely monitors the liquidity of the debtors for changes in circumstances that may affect the carrying value of these notes. The notes are considered level 3 financial instruments; however, as a result of the short terms to maturity, their amortized costs approximate their fair values.

 
v3.23.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities on September 2023 and December 31, 2022 are as follows:

 

   September 30,   December 31, 
   2023   2022 
Accounts payable  $439,586   $139,603 
Credit card   6,801    7,877 
Accrued expenses   64,062    82,715 
Accrued management fee   16,667    3,183 
Total Accounts Payable And Accrued Liabilities  $527,116   $233,378 

 

 
v3.23.3
STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

 

Common stock

 

On August 1, 2022, the Company initiated a private placement offering for the sale of up to 123,076,923 shares of the Company’s common stock, at price of $0.0065 per share and an equal number of Warrants with an exercise price of $0.013 for total consideration to the Company of $800,000. On August 12, 2022, and November 9, 2022, the number shares was increased to 153,846,154 (for total consideration to the Company of $1,000,000) and 200,000,000 shares (for total consideration to the Company of $1,300,000) an equal number of Warrants with an exercise price of $0.013, respectively. On January1, 2023, the number of Warrants increased by one share for two Warrants.

 

During the three months ended March 31, 2022, the Company issued 12,500,000 shares of common stock at $0.006 per share for cash of $75,000. Upon the change of the share price for the private placement, an additional 2,500,000 common shares were issued during the three months ended June 30, 2022. During the three months ended September 30, 2023, the Company issued 0 shares of common stock based on transfer agent report As of September 30, 2023, and December 31, 2022, there were 2,831,670,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

 

Shares to be issued

 

During the year ended December 31, 2022, in connection with the mentioned private placement offering on August 12, 2022, the Company received $576,000 in cash proceeds. During the three months ended September 30, 2023, there are 382,250 balances of shares to be issued; the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 offering totaling 88,615,385 restricted common shares and 559,557,692 warrants.

 

Additional paid in capital

 

Stock Options

 

In Q2 2023, consultants were each granted the option to purchase shares of common stock; Ken Tapp 10 million shares, Aaron Serruya 10 million shares, Kevin Elder 100 million shares, Gordon Kats 10 million shares; for a total of 130 million shares, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

 

In Q3 2023, consultant Summer Schnog was granted the option to purchase 50 million shares of common stock, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

 

 

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 nine months ended September 30, 2023.

 

   Options Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Options   Exercise Price   (years) 
             
Outstanding, December 31, 2022   854,000,000   $0.012    8.56 
Granted   180,000,000    0.012    7.32 
Exercised   -    -    - 
Forfeited/canceled   -    -    - 
Outstanding, September 30, 2023   1,034,000,000    0.012    7.32 
                
Exercisable options, September 30, 2023   1,034,000,000   $0.012    7.32 

 

Warrants

 

In Q3 2023, an investor warrant total of 166 million shares of common stock were issued at a price of $0.03 per share of common stock.

 

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 warrant activity during the nine months ended September 30, 2023.

 

   Warrants Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Warrants   Exercise Price   (years) 
Outstanding, December 31, 2022   116,446,154   $0.01    4.38 
Granted   599,557,692    0.01    5.00 
Exercised   -    -      
Forfeited/canceled   -    -      
Outstanding, September, 2023               
    716,003,846   $0.007    4.58 

 

 
v3.23.3
NET INCOME (LOSS) PER COMMON SHARE
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER COMMON SHARE

NOTE 6 - NET INCOME (LOSS) PER COMMON SHARE

 

Basic net income 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.

 

Net loss per share of common stock requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive.

 

The dilutive effect of warrants and stock options subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented.

 

 

   2023   2022 
  

Nine Months Ended

September 30,

 
   2023   2022 
         
Warrants  $716,003,846   $112,446,154 
Stock Options  $1,034,000,000   $840,000,000 
Diluted Securities  $1,750,003,846   $950,446,154 

 

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Numerator:                
Net income (loss)  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
(Gain) loss on change in fair value of derivatives   -    -    -    - 
Interest on convertible debt   -    -    -    - 
Net income (loss) - diluted  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
                     
Denominator:                    
Weighted average common shares outstanding   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
Effect of dilutive shares   -    -    -      
Diluted   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
                     
Net income (loss) per common share:                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)

 

For the three and nine months ended September 30, 2023, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

 
v3.23.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7- RELATED PARTY TRANSACTIONS

 

On February 8, 2022, the Company entered an assets acquisition Letter of Intent (“LOI”) with an entity under common control with the Company. During the nine months ended September 30, 2023, in connection with the LOI, the Company paid advance of $145,000 for acquisition of assets.

 

During the nine months ended September 30, 2023 and 2022, the Company paid consulting fees of $246,000 and $307,000, respectively.

 

 
v3.23.3
ACQUISITION
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITION

NOTE 8- ACQUISITION

 

On April 28, 2023, The Company entered into a Membership Interest and Stock Purchase Agreement with an individual (Seller) to buy 100% of the issued and outstanding Membership Interests of the Opportunity Development Group, LLC and its subsidiary (369 Hemp, Inc. a Nevada corporation). The Agreement provides that, subject to the terms and conditions set forth therein, the Company will indirectly, wholly-own the subsidiary by acquiring minor’s Membership Interest in the subsidiary and Seller’s Membership Interests.

 

Under the terms of the Agreement, the aggregate purchase price of $1,675,000 consists of the following consideration: (i) a cash consideration payment at closing consisting of eight hundred thousand dollars ($800,000) to each of Seller and minor shareholder in accordance with their Pro Rata Portion, less the $313,089 due and owing to the Company in connection with certain nine separate promissory notes issued by Opportunity Development Group, LLC to the Company between July 27, 2022 and February 28, 2023, and (ii) a stock consideration payment at closing consisting of one hundred twenty-five million shares (125,000,000) of Indoor Harvest’s common stock, $0.001 par value per share. 369 Hemp, Inc. is a company engaged in the business of manufacturing and distributing hemp cigarettes. Key commercial customers include Green Hemp Co., VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8 employees and was founded in early 2019 and is based in Mocksville, North Carolina.

 

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 (60%) controlling interest in the Company by acquiring a portion of Sellers’ Membership Interests in the Company.

 

Under the terms of the Agreement, the aggregate purchase price of $2,500,000 consists of the following consideration: (i) a cash consideration payment of four hundred thousand dollars ($400,000) to each Seller in accordance with their Pro Rata Portion, less one hundred thousand dollars ($100,000) previously paid to Sellers, with fifty thousand dollars ($50,000) to paid at closing, and the remaining cash consideration of two hundred fifty thousand ($250,000) to be paid to Sellers in accordance with the Pro Rata Portion in five monthly installments with the first installment to be paid on or before June 1, 2023 and each remaining monthly installment to be paid on the first day of each following month until all funds are paid in full; and (ii) a stock consideration payment at closing consisting of three hundred million shares (300,000,000) of Indoor Harvest’s common stock, $0.001 par value per share. In addition, the Sellers are entitled to bonus consideration, in the form of warrants to purchase an aggregate of 150,000,000 shares of Common Stock, upon the Company achieving certain revenue related milestones as set forth in the Agreement.

 

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 $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 and a warrant for 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 acquisition process of Hemp369 and MetaBioGenix is taking longer than anticipated due to initial investors’ liquidity change. The delay could result in the loss of valuable employees, the disruption of ongoing productions, and business relationships, any of which could adversely affect our ability to achieve the anticipated benefits of the acquisition. In order to sustain the paused acquisition, the Company has continued to make payment to Hemp369 during the third quarter of 2023, in the sum of $44,229. The $44,229 is contributing to and categorized as acquisition deposit on the financials. Hemp369 and MetaBioGenix has a total of $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

 
v3.23.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9- SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Nature of Operations and Organization

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.

 

On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis.

 

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

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, 2022, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented.

 
Use of Estimates

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.

 
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

 
Cash and Cash Equivalents

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

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 $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

 
Stock Based Compensation

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

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

Reclassification

 

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

 
Fair Value of Financial Instruments

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).

 

 

The following table summarizes fair value measurements by level at September 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

September 30,2023  Level 1   Level 2   Level 3   Total 
Assets:                                     
Notes receivables, net   -    -    -    - 

 

December 31,2022  Level 1   Level 2   Level 3   Total 
Assets:                          
Notes receivable, net   -    -   $163,588   $163,588 

 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

The following table summarizes fair value measurements by level at September 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

September 30,2023  Level 1   Level 2   Level 3   Total 
Assets:                                     
Notes receivables, net   -    -    -    - 

 

December 31,2022  Level 1   Level 2   Level 3   Total 
Assets:                          
Notes receivable, net   -    -   $163,588   $163,588 
v3.23.3
NOTES RECEIVABLE (Tables)
 9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
SCHEDULE OF SECURED PROMISSORY NOTES

During the nine months ended September 30, 2023, the Company granted loans of $0. As September 30, 2023, the Company utilized the following secured promissory notes in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 8 – Acquisition):

 

Issuance date  Amount   Maturity date  Rate   Original Issue Discount   2023   2022 
7/27/2022   40,000   5/27/2023   0.08                                
8/10/2022   20,000   6/10/2023   0.08                
9/15/2022   40,000   1/15/2023   0.08                
11/1/2022   25,000   3/1/2023   0.08                
11/8/2022   20,000   3/8/2023   0.08                
12/8/2022   15,000   4/8/2023   0.08                
1/5/2023   27,500   7/5/2023   0.08                
1/20/2023   50,000   7/20/2023   0.08                
2/28/2023   65,000   9/28/2023   0.08                
v3.23.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities on September 2023 and December 31, 2022 are as follows:

 

   September 30,   December 31, 
   2023   2022 
Accounts payable  $439,586   $139,603 
Credit card   6,801    7,877 
Accrued expenses   64,062    82,715 
Accrued management fee   16,667    3,183 
Total Accounts Payable And Accrued Liabilities  $527,116   $233,378 
v3.23.3
STOCKHOLDERS’ EQUITY (Tables)
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
SCHEDULE OF STOCK OPTION

The following is a summary of stock option activity during the nine months ended September 30, 2023.

 

   Options Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Options   Exercise Price   (years) 
             
Outstanding, December 31, 2022   854,000,000   $0.012    8.56 
Granted   180,000,000    0.012    7.32 
Exercised   -    -    - 
Forfeited/canceled   -    -    - 
Outstanding, September 30, 2023   1,034,000,000    0.012    7.32 
                
Exercisable options, September 30, 2023   1,034,000,000   $0.012    7.32 
SCHEDULE OF WARRANTS ACTIVITY

The following is a summary of warrant activity during the nine months ended September 30, 2023.

 

   Warrants Outstanding   Weighted Average 
   Number of   Weighted Average   Remaining life 
   Warrants   Exercise Price   (years) 
Outstanding, December 31, 2022   116,446,154   $0.01    4.38 
Granted   599,557,692    0.01    5.00 
Exercised   -    -      
Forfeited/canceled   -    -      
Outstanding, September, 2023               
    716,003,846   $0.007    4.58 
v3.23.3
NET INCOME (LOSS) PER COMMON SHARE (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
SCHEDULE OF DILUTED SECURITIES

 

   2023   2022 
  

Nine Months Ended

September 30,

 
   2023   2022 
         
Warrants  $716,003,846   $112,446,154 
Stock Options  $1,034,000,000   $840,000,000 
Diluted Securities  $1,750,003,846   $950,446,154 
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Numerator:                
Net income (loss)  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
(Gain) loss on change in fair value of derivatives   -    -    -    - 
Interest on convertible debt   -    -    -    - 
Net income (loss) - diluted  $(371,694)  $(573,116)  $(1,437,370)  $(2,923,738)
                     
Denominator:                    
Weighted average common shares outstanding   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
Effect of dilutive shares   -    -    -      
Diluted   2,831,670,853    2,685,608,144    2,805,584,209    2,636,228,346 
                     
Net income (loss) per common share:                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
v3.23.3
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]    
Notes receivable, net $ 163,588
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Notes receivable, net
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Notes receivable, net
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Notes receivable, net $ 163,588
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]    
Acquisition deposit $ 440,239
369 Hemp Inc [Member]    
Restructuring Cost and Reserve [Line Items]    
Acquisition deposit 385,739  
Meta biogenix USA LLC [Member]    
Restructuring Cost and Reserve [Line Items]    
Acquisition deposit $ 54,500  
v3.23.3
SCHEDULE OF SECURED PROMISSORY NOTES (Details)
 9 Months Ended
Sep. 30, 2023
USD ($)
Secured Promissory Note One [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Jul. 27, 2022
Principal amount $ 40,000
Maturity date May 27, 2023
Interest rate 0.08%
Secured Promissory Note Two [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Aug. 10, 2022
Principal amount $ 20,000
Maturity date Jun. 10, 2023
Interest rate 0.08%
Secured Promissory Note Three [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Sep. 15, 2022
Principal amount $ 40,000
Maturity date Jan. 15, 2023
Interest rate 0.08%
Secured Promissory Note Four [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Nov. 01, 2022
Principal amount $ 25,000
Maturity date Mar. 01, 2023
Interest rate 0.08%
Secured Promissory Note Five [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Nov. 08, 2022
Principal amount $ 20,000
Maturity date Mar. 08, 2023
Interest rate 0.08%
Secured Promissory Note Six [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Dec. 08, 2022
Principal amount $ 15,000
Maturity date Apr. 08, 2023
Interest rate 0.08%
Secured Promissory Note Seven [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Jan. 05, 2023
Principal amount $ 27,500
Maturity date Jul. 05, 2023
Interest rate 0.08%
Secured Promissory Note Eight [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Jan. 20, 2023
Principal amount $ 50,000
Maturity date Jul. 20, 2023
Interest rate 0.08%
Secured Promissory Note Nine [Member]  
Receivables with Imputed Interest [Line Items]  
Issuance date Feb. 28, 2023
Principal amount $ 65,000
Maturity date Sep. 28, 2023
Interest rate 0.08%
v3.23.3
NOTES RECEIVABLE (Details Narrative)
 9 Months Ended
Sep. 30, 2023
USD ($)
Security Agreement [Member]  
Accounts, Notes, Loans and Financing Receivable [Line Items]  
Interest and other income $ 3,373
Loans Receivable [Member]  
Accounts, Notes, Loans and Financing Receivable [Line Items]  
Proceeds from loan receivables $ 0
v3.23.3
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Accounts payable $ 439,586 $ 139,603
Credit card 6,801 7,877
Accrued expenses 64,062 82,715
Accrued management fee 16,667 3,183
Total Accounts Payable And Accrued Liabilities $ 527,116 $ 233,378
v3.23.3
SCHEDULE OF STOCK OPTION (Details) - $ / shares
 6 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Equity [Abstract]      
Number of Options, Outstanding, Beginning 854,000,000 854,000,000  
Weighted Average Exercise Price, Outstanding, Beginning $ 0.012 $ 0.012  
Weighted Average Remaining life (years), Outstanding   7 years 3 months 25 days 8 years 6 months 21 days
Number of Options, Granted 130,000,000 180,000,000  
Weighted Average Exercise Price, Granted   $ 0.012  
Weighted Average Remaining life (years), Granted   7 years 3 months 25 days  
Number of Options, Exercised    
Weighted Average Exercise Price, Exercised    
Number of Options, Cancelled/Expired    
Weighted Average Exercise Price, Forfeited/canceled    
Number of Options, Outstanding, Ending   1,034,000,000 854,000,000
Weighted Average Exercise Price, Outstanding, Ending   $ 0.012 $ 0.012
Number of Options, Exercisable   1,034,000,000  
Weighted Average Exercise Price, Exercisable   $ 0.012  
Weighted Average Remaining life (years), Exercisable   7 years 3 months 25 days  
v3.23.3
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Number of Warrants, Outstanding, Beginning 116,446,154  
Weighted Average Exercise Price, Outstanding, Beginning $ 0.01  
Weighted Average Remaining life (years), Outstanding 4 years 6 months 29 days 4 years 4 months 17 days
Number of Options, Granted 599,557,692  
Weighted Average Exercise Price, Outstanding, Granted $ 0.01  
Weighted Average Remaining life (years), Outstanding, Granted 5 years  
Number of Options, Exercised  
Weighted Average Exercise Price, Outstanding, Exercised  
Number of Options, Forfeited/canceled  
Weighted Average Exercise Price, Outstanding, Forfeited/cancelled  
Number of Warrants, Outstanding, Ending 716,003,846 116,446,154
Weighted Average Exercise Price, Outstanding, Ending $ 0.007 $ 0.01
v3.23.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended 9 Months Ended
Apr. 28, 2023
Nov. 09, 2022
Aug. 12, 2022
Aug. 01, 2022
Sep. 30, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]                    
Sale of common stock issued 125,000,000                  
Common stock par value         $ 0.001       $ 0.001 $ 0.001
Sale of common stock issued value $ 800,000                  
Share price               $ 0.01    
Cash         $ 6,504       $ 6,504 $ 226,231
Shares issued         382,250       382,250  
Common stock, shares issued         2,831,670,853       2,831,670,853 2,693,190,084
Common stock, shares outstanding         2,831,670,853       2,831,670,853 2,693,190,084
Stock payable                   $ 576,000
Restricted common shares                 88,615,385  
Warrants                 $ 559,557,692  
Options granted               130,000,000 180,000,000  
Investor Warrant [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Share price         $ 0.03       $ 0.03  
Warrants issued         166       166  
Ken Tapp [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Options granted               10,000,000    
Aaron Serruya [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Options granted               10,000,000    
Kevin Elder [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Options granted               100,000,000    
Gordon Kats [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Options granted               10,000,000    
Common Stock [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Number of new shares issued           2,500,000        
Consultant Summer Schnog [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Share price         $ 0.01       $ 0.01  
Options granted                 50,000,000  
Private Placement [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Shares issued           2,500,000        
Common stock, shares issued         2,831,670,853       2,831,670,853 2,693,190,084
Common stock, shares outstanding         2,831,670,853       2,831,670,853 2,693,190,084
Private Placement [Member] | Common Stock [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Number of new shares issued             12,500,000      
Share price             $ 0.006      
Cash             $ 75,000      
Private Placement [Member] | Subscription Agreements [Member] | Accredited Investors [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Sale of common stock issued   200,000,000 153,846,154 123,076,923            
Common stock par value       $ 0.0065            
Warrants exercise price   $ 0.013   $ 0.013            
Sale of common stock issued value   $ 1,300,000 $ 1,000,000 $ 800,000            
Transfer Agent [Member] | Common Stock [Member]                    
Subsidiary, Sale of Stock [Line Items]                    
Number of new shares issued         0          
v3.23.3
SCHEDULE OF DILUTED SECURITIES (Details) - shares
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Diluted Securities 1,750,003,846 950,446,154
Warrant [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Diluted Securities 716,003,846 112,446,154
Share-Based Payment Arrangement, Option [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Diluted Securities 1,034,000,000 840,000,000
v3.23.3
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]                
Net income (loss) $ (371,694) $ (691,949) $ (373,727) $ (573,116) $ (1,284,362) $ (1,066,261) $ (1,437,370) $ (2,923,738)
(Gain) loss on change in fair value of derivatives        
Interest on convertible debt        
Net income (loss) - diluted $ (371,694)     $ (573,116)     $ (1,437,370) $ (2,923,738)
Weighted average common shares outstanding 2,831,670,853     2,685,608,144     2,805,584,209 2,636,228,346
Effect of dilutive shares          
Diluted 2,831,670,853     2,685,608,144     2,805,584,209 2,636,228,346
Basic $ (0.00)     $ (0.00)     $ (0.00) $ (0.00)
Diluted $ (0.00)     $ (0.00)     $ (0.00) $ (0.00)
v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Asset Acquisition [Line Items]    
Consulting fees $ 246,000 $ 307,000
Aquisition Letter Of Intent [Member]    
Asset Acquisition [Line Items]    
Acquisition of assets $ 145,000  
v3.23.3
ACQUISITION (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Apr. 30, 2023
Apr. 28, 2023
Apr. 12, 2023
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Business Acquisition [Line Items]            
Controlling interest percentage   100.00%        
Sale of stock consideration received on purchase agreement   $ 1,675,000        
Sale of stock consideration received on per transaction   $ 800,000        
Sale of stock, number shares issued transaction   125,000,000        
Sale of stock, price per share   $ 0.001        
Common stock share issued       2,831,670,853 2,831,670,853 2,693,190,084
Attorney and broker fees     $ 180,500      
Payment on aquisition       $ 44,229 $ 44,229  
Acquisition deposit       440,239 440,239
369 Hemp Inc [Member]            
Business Acquisition [Line Items]            
Acquisition deposit       385,739 385,739  
Meta biogenix USA LLC [Member]            
Business Acquisition [Line Items]            
Acquisition deposit       $ 54,500 $ 54,500  
Warrant [Member]            
Business Acquisition [Line Items]            
Warrants issued to purchase of common stock     31,250,000      
Warrants issued to purchase of common stock     $ 0.01      
Board of Directors [Member]            
Business Acquisition [Line Items]            
Convertible note issued     $ 312,500      
Convertible note, discount rate     20.00%      
Convertible note interest rate     6.00%      
Investor [Member]            
Business Acquisition [Line Items]            
Common stock share issued     31,250,000      
Meta biogenix USA LLC [Member]            
Business Acquisition [Line Items]            
Controlling interest percentage 60.00%          
Sale of stock consideration received on purchase agreement $ 2,500,000          
Sale of stock consideration received on per transaction $ 400,000          
Sale of stock, number shares issued transaction 300,000,000          
Sale of stock, price per share $ 0.001          
Sale of stock consideration received $ 50,000          
Warrants issued to purchase of common stock 150,000,000          
Minimum [Member]            
Business Acquisition [Line Items]            
Sale of stock consideration received on per transaction   $ 313,089        
Minimum [Member] | Meta biogenix USA LLC [Member]            
Business Acquisition [Line Items]            
Sale of stock consideration received on per transaction $ 100,000          
Maximum [Member] | Meta biogenix USA LLC [Member]            
Business Acquisition [Line Items]            
Sale of stock consideration received on per transaction $ 250,000          
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