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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 June 30, 2022  

 

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: 2,681,343,930 and 2,575,909,930 common shares issued and outstanding, respectively, as of June 30, 2022.

 

 

 

 

 

 

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

 

Item 1. Financial Statements

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

                 
    June 30,     December 31,  
    2022     2021  
ASSETS            
Current Assets:                
Cash   $ 297,965     $ 232,850  
Prepaid expenses and other receivable     78,077       2,751  
Total Current Assets     376,042       235,601  
                 
TOTAL ASSETS   $ 376,042     $ 235,601  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable and accrued liabilities   $ 107,659     $ 144,404  
Salary payable     625       -  
Total Current Liabilities     108,284       144,404  
                 
Total Liabilities     108,284       144,404  
                 
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; 2,681,343,930 and 2,575,909,930 shares issued and outstanding, respectively     2,681,344       2,575,910  
Additional paid in capital     23,632,471       21,210,721  
Accumulated deficit     (26,046,057 )     (23,695,434 )
Total Stockholders’ Equity     267,758       91,197  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 376,042     $ 235,601  

 

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)

 

                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2022     2021     2022     2021  
                         
Revenue   $ -     $ -     $ -     $ -  
                                 
Operating Expenses                                
Professional fees     584,574       23,657       1,018,204       41,157  
General and administrative     699,788       5,680       1,332,419       10,905  
Total Operating Expenses     1,284,362       29,337       2,350,623       52,062  
                                 
Loss from operations     (1,284,362 )     (29,337 )     (2,350,623 )     (52,062 )
                                 
Other Income (Expense)                                
Interest expense     -       (1,825 )     -       (3,630 )
Change in fair value of derivative liability     -       26,289,783       -       (77,314,805 )
Total other income (expenses)     -       26,287,958       -       (77,318,435 )
                                 
Income (loss) before income taxes     (1,284,362 )     26,258,621       (2,350,623 )     (77,370,497 )
                                 
Provision for income taxes     -       -       -       -  
                                 
Net income (loss)   $ (1,284,362 )   $ 26,258,621     $ (2,350,623 )   $ (77,370,497 )
                                 
Comprehensive income (Loss)   $ (1,284,362 )   $ 26,258,621     $ (2,350,623 )   $ (77,370,497 )
                                 
Basic and diluted income (loss) per common share                                
Basic   $ (0.00 )   $ 0.01     $ (0.00 )   $ (0.03 )
Diluted   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average number of common shares outstanding                                
Basic     2,643,076,875       2,401,396,041       2,611,129,223       2,401,396,041  
Diluted     2,643,076,875       14,936,399,181       2,611,129,223       2,401,396,041  

 

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

 

F- 2

 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

For the Six months Ended June 30, 2022

 

    Number of
Shares
    Amount     Number of
Shares
    Amount     Paid in
Capital
    Stock
Payable
    Accumulated
Deficit
    Stockholders’ Equity  
    Series A Convertible                                      
    Preferred Stock     Common Stock     Additional                  Total  
    Number of
Shares
    Amount     Number of
Shares
    Amount     Paid in
Capital
    Stock
Payable
    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     -       -       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     -       -       89,600,000       89,600       358,400       -       -       448,000  
Common stock issued for cash -adjusted offering price related to 1st quarter     -       -       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  

 

For the Six months Ended June 30, 2021

 

    Number of
Shares
    Amount     Number of
Shares
    Amount     Paid in
Capital
    Stock
Payable
    Accumulated
Deficit
    Stockholders’ Equity  
    Series A Convertible                                      
    Preferred Stock     Common Stock     Additional                 Total  
    Number of
Shares
    Amount     Number of
Shares
    Amount     Paid in
Capital
    Stock
Payable
    Accumulated
Deficit
    Stockholders’ Equity  
                                                 
Balance - December 31, 2020     750,000     $ 7,500       2,401,396,041     $ 2,401,396     $ 14,014,324     $ -     $ (61,172,660 )   $ (44,749,440 )
                                                                 
Net loss     -       -       -       -       -       -       (103,629,118 )     (103,629,118 )
Balance - March 31, 2021     750,000     $ 7,500       2,401,396,041     $ 2,401,396     $ 14,014,324     $ -     $ (164,801,778 )   $ (148,378,558 )
                                                                 
Stock payable     -       -       -       -       -       40,000       -       40,000  
Net income     -       -       -       -       -       -       26,258,621       26,258,621  
Balance - June 30, 2021     750,000     $ 7,500       2,401,396,041     $ 2,401,396     $ 14,014,324     $ 40,000     $ (138,543,157 )   $ (122,079,937 )

 

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

 

F- 3

 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

                 
    Six Months Ended  
    June 30,  
    2022     2021  
             
Cash Flows from Operating Activities:                
Net loss   $ (2,350,623 )   $ (77,370,497 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Change in fair value of embedded derivative liability     -       77,314,805  
Stock based compensation     2,004,184       -  
Changes in operating assets and liabilities:                
Prepaid expenses and other receivable     (75,326 )     1,876  
Accounts payable and accrued expenses     (36,120 )     28,393  
Net Cash used in Operating Activities     (457,885 )     (25,423 )
                 
Cash Flows from Financing Activities:                
Proceeds from convertible notes     -       25,000  
Repayments of convertible notes     -       -  
Proceeds from shares of common stock to be issued     -       40,000  
Proceeds from issuance of common stock     523,000       -  
Net Cash provided by Financing Activities     523,000       65,000  
                 
Net change in cash     65,115       39,577  
Cash, beginning of period     232,850       1,207  
Cash, end of period   $ 297,965     $ 40,784  
                 
Supplemental Cash Flow Information                
Cash paid for interest   $ -     $ -  
Cash paid for taxes   $ -     $ -  
                 
Non-Cash Investing and Financing Activities:                
Derivative liability reclassified to paid-in capital   $ 975,496     $ -  

 

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

 

F- 4

 

 

INDOOR HARVEST CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations and Organization

 

Indoor Harvest Corp (the “Company,”) 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.

 

COVID-19

 

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan.

 

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, 2021, 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.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are cancelled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation.

 

F- 5

 

 

Derivative Liability

 

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2022 and December 31, 2021, the Company did not have any derivative instruments that were designated as hedges.

 

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).

 

Recently Issued 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.

 

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 June 30, 2022, incurred losses from its operations and did not generate cash from its operation for the past two years and six months ended June 30, 2022. 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.

 

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities at June 30, 2022 and December 31, 2021 are as follows:

                 
    June 30,     December 31,  
    2022     2021  
Accounts payable   $ 77,194     $ 112,315  
Credit card     11,567       13,191  
Accrued expenses     15,715       15,715  
Accrued management fee     3,183       3,183  
Accounts payable and accrued liabilities   $ 107,659     $ 144,404  

 

F- 6

 

 

NOTE 4 - SHAREHOLDERS’ EQUITY

 

On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000, allocated as follows among these classes and series of stock:

 

  Common Stock Class, par value $0.001 per share - 10,000,000,000 shares authorized.
  Preferred Stock Class, Series A, par value $0.01 per share - 15,000,000 shares authorized.

 

Series A Convertible Preferred Stock

 

The Company has designated 15,000,000 shares of Series A Preferred Stock with a par value of $0.01.

 

The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $1.00, as the same may be equitably adjusted whenever there may occur a stock dividend, stock split, combination, reclassification or similar event affecting the Series A Convertible Preferred Stock. There are no dividends payable on the Series A Convertible Preferred Stock. Each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to cast the number of votes for the Series A Convertible Preferred Stock in an amount equal to the number of whole shares of common stock into which the shares of Series A Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter

 

The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share.

 

Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof.

 

On August 27, 2021, the Company completed an initiative where it entered into a Modification Agreement (the “Modification”) with current Series A Convertible Preferred Stockholders to modify their conversion privileges to align and support the current management team’s initiatives with the goal of benefiting shareholders. The modification agreement provides the preferred stockholders the right to convert their preferred shares into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. This Modification was pursued for the benefit of the Company’s common shareholders to mitigate the potential risk of diluting their shareholding in the event that the Company undertakes additional financing transactions to fund the Company’s expansion initiatives.

 

As of June 30, 2022, and December 31, 2021, there were zero shares of Series A Convertible Preferred Stock issued and outstanding.

 

Common Stock

 

Each share of common stock entitles the holder as of the applicable record date to one vote, in person or by proxy, on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

 

On February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 shares of the Company’s common stock, at price of $0.006 per share, for total consideration to the Company of $900,000. The issuance price was updated during the three months ending June 30, 2022 to $0.005 per share.

 

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, the Company issued 89,600,000 shares of common stock at $0.005 per share for cash of $448,000. The total shares issued during the six months ending June 30, 2022 for the private placement was 104,600,000 common shares at $0.005 per share for total cash of $523,000.

 

As of June 30, 2022, and December 31, 2021, there were 2,681,343,930 and 2,575,909,930 shares of Common Stock issued and outstanding, respectively.

 

F- 7

 

 

Additional paid in capital

 

Stock Options

 

On August 4, 2021, in order to recognize the substantive efforts of Leslie Bocskor, Benjamin Rote and Dennis Forchic for their contributions to the company without compensation for the period between May 2020 and August 2021 for Mr. Bocskor and between August 2020 and August 2021 for Messrs. Rote and Forchic, the Board voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Pursuant to their respective employment agreements, Mr. Bocskor was granted the option to purchase 150 million shares of common stock in the Company and Mr. Rote was granted the option to purchase 100 million shares of common stock of the Company at a conversion price of $0.01. Pursuant to his advisory agreement, Mr. Forchic was granted the option to purchase 150 million shares of common stock of the Company at a conversion price of $0.01 per share of common stock. The options granted to each of Messrs. Bocskor, Rote and Forchic vested immediately upon the granting of such options. On the one-year anniversary of their respective agreements, additional options will be granted to each of Messrs. Bocskor, Rote and Forchic to purchase up to 150 million, 100 million and 150 million shares of common stock, respectively, at a conversion price of $0.015 per share of common stock.

 

In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past two years, will each be granted the option to purchase up to 5 million shares of common stock at a price of $0.01 per share of common stock. Such options will vest immediately upon the grant date. The company’s legal counsel will be granted the option to purchase 10 million shares of common stock of the Company at a price of $0.01 per share of common stock, which option will vest immediately upon grant, under the same terms as the options granted to the Board.

 

In July 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 million shares of common stock, for a total of 20 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.

 

Valuation

 

The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions:

    Six months ended     Year ended  
    June 30,     December 31,  
    2022     2021  
Expected term      5.00 - 5.50 years        5.00 - 5.50 years  
Expected average volatility     192 - 203 %     198 - 203 %
Expected dividend yield     -       -  
Risk-free interest rate     0.67 %     0.67 %

 

During the year ended December 31, 2021, the Company granted 820,000,000 common stock options valued at $8,004,855. During the six months ended June 30, 2022, the Company recognized stock option expense of $1,023,688, of which $1,023,688 was to related parties, and as of June 30, 2022, $469,734 remains unamortized, of which $469,734 is with related parties. The intrinsic value of the 840,000,000 options outstanding as of June 30, 2022, was $880,000.

 

The following is a summary of stock option activity during the six months ended June 30, 2022:

    Options Outstanding     Weighted Average   
    Number of     Weighted Average     Remaining life  
    Options     Exercise Price     (years)  
                   
Outstanding, December 31, 2021     820,000,000     $ 0.01       9.60  
Granted     20,000,000       0.01       10.00  
Exercised     -       -       -  
Forfeited/canceled     -       -       -  
Outstanding, June 30, 2022     840,000,000     $ 0.01       9.12  
                         
Exercisable options, June 30, 2022     425,000,000     $ 0.01       9.12  

 

Warrants

 

As part of the February 16, 2022 private placement, the company granted one warrant to purchase a common share for each common share purchased. The warrants issued have an exercise price of $0.01 per warrant and expire five years from the date of grant. A total of 104,600,000 warrants were granted.

 

F- 8

 

 

Valuation

 

The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:

      Six months ended  
      June 30,  
      2022  
Term      5.00 years  
Expected average volatility     202 - 203 %
Expected dividend yield     -  
Risk-free interest rate     1.96% - 3.01 %

 

The following is a summary of warrant activity during the six months ended June 30, 2022:

    Warrants Outstanding     Weighted Average  
    Number of     Weighted Average     Remaining life  
    Warrants     Exercise Price     (years)  
Outstanding, December 31, 2021   -     $ -     -  
Granted     104,600,000       0.01       5.00  
Exercised     -       -       -  
Forfeited/canceled     -       -       -  
Outstanding, June 30, 2022     104,600,000     $ 0.01       4.84  

 

The warrants were valued at $641,964 and settled through additional paid in capital.

 

NOTE 5 - 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.

                 
    Six Months Ended  
    June 30,  
    2022     2021  
Numerator:            
Net income (loss)   $ (2,350,623 )   $ (77,370,497 )
(Gain) loss on change in fair value of derivatives     -       -  
Interest on convertible debt     -       -  
Net income (loss) - diluted   $ (2,350,623 )   $ 26,563,544  
                 
Denominator:                
Weighted average common shares outstanding     2,611,129,223       2,401,396,041  
Effect of dilutive shares     -       -  
Diluted     2,611,129,223       2,401,396,041  
                 
Net income (loss) per common share:                
Basic   $ (0.00 )   $ (0.03 )
Diluted   $ (0.00 )   $ 0.00  

 

For the six months ended June 30, 2022, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

 

NOTE 6- COMMITMENTS AND CONTINGENCIES

 

On March 24, 2022, the Company entered into an agreement with F.E.A. Strategies Group, LLC. as advisory assistance on suitable investment strategies to raise growth capital for the Company. The Company agreed to settle 50% of the advisory fee with 834,000 shares of common stock valued at $5,000. As of June 30, 2022, the company had issued the 834,000 shares of common stock.

 

NOTE 7- SUBSEQUENT EVENTS

 

The Company has assessed all subsequent events from June 30, 2022, through the date these consolidated financial statements were available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below.

 

On August 1, 2022, the Company initiated a private placement offering and entered into subscription agreements with certain accredited investors for the sale of One Hundred Fifty Three Million Eight Hundred Forty-Six Thousand One Hundred Fifty-four (153,846,154) Common Shares (the “Shares”) of the Company’s common stock, par value of $0.001 per share, and an equal number of Warrants with an exercise price of $0.013 for a total consideration to the Company of One Million ($1,000,000) Dollars. The Shares will be restricted securities and subject to required holding periods under Rule 144.

 

The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes.

 

F- 9

 

 

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

 

Results of Operations

 

The following tables present our operating results for the three and six months ended June 30, 2022 compared to June 30, 2021:

 

Three months ended June 30, 2022 compared to three months ended June 30, 2021

 

    Three Months Ended              
    June 30,              
    2022     2021     Change     %  
Revenue   $-     $-     $-     -  
Operating expenses                                
Depreciation and amortization expense     -       -                  
Professional fees     584,574       23,657       560,917     2371 %
General and administrative expenses     699,788       5,680       694,108       12220 %
Total operating expenses     1,284,362       29,337       1,255,025     4278 %
Loss from operations     (1,284,362 )     (29,337 )     (1,255,025 )     4278 %
Other expense                                
Other income (expense)             -       -          
Interest income (expense)     -     (1,825 )     (1,825 )     (100 )%
Amortization of debt discount     -                          
Change in fair value of embedded derivative liability     -       26,289,783     26,289,783       (100 )%
                                 
Total other income (expense)     -       26,287,958     26,287,958       (100 )%
                                 
Net Income (Loss)   $ (1,284,362 )   $ 26,287,958   $ 27,572,320       (105 )%
Comprehensive Income (Loss)   $ (1,284,362 )   $ 26,287,958    

27,572,320

     

(105

)%

 

Six months ended June 30, 2022 compared to six months ended June 30, 2021

 

    Six Months Ended              
    June 30,              
    2022     2021     Change     %  
Revenue   $ -     $ -     $ -       -  
Operating expenses                                
Depreciation and amortization expense     -       -                  
Professional fees     1,018,204       41,157       977,047     2374 %
General and administrative expenses     1,332,419       10,905       1,321,514       12118 %
Total operating expenses     2,350,623       52,062       2,298,561       4415 %
Loss from operations     (2,350,623 )     (52,062 )    

2,298,561

      4415 %
Other expense                                
Other income (expense)             -       -          
Interest income (expense)     -     (3,630 )     3630       (100 )%
Amortization of debt discount     -                          
Change in fair value of embedded derivative liability     -     (77,314,805 )     77,314,805      

(100

)%
                                 
Total other income (expense)     -     (77,318,435 )     77,318,435       (100 )%
                                 
Net loss   $ (2,350,623 )   $ (77,370,497 )   $ 75,019,874      

(97

)%
                                 
Comprehensive Income (Loss)   $ (2,350,623 )   $ (77,370,497 )   $ 75,019,874       (97 )%

 

Revenues

 

During the six months ended June 30, 2022 and 2021, the Company did not generate any revenues.

 

Operating Expenses

 

Total operating expenses for the six months ended June 30, 2022 and 2021 were $2,350,623 and $52,062, respectively, for an aggregate increase of $2,298,561 or 4415%. The aggregate increase is related to an increase in professional fees and general and administrative costs of $2,298,561, which is associated with the stock option compensation for the management team.

 

Other Income (Expense)

 

Total other income (expense) for the six months ended June 30, 2022 and 2021 were $0 and $77,318,435, respectively. The decrease in other expense was primarily related to the conversion of the Series A Preferred shareholders into common shares, which reduced the fair value of the embedded derivative liability to $0 from $77,314,805.

 

4

 

 

Net Loss

 

As a result of the factors discussed above, net loss for the six months ended June 30, 2022 and 2021 was $2,350,623 and $77,370,497, respectively, for a decrease of $75,019,874 or 97%.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our Company as of June 30, 2022 and December 31, 2021, respectively.

 

Working Capital

 

    June 30,
2022
    December 31,
2021
    Change     %  
Current assets   $ 376,042     $ 235,601     $ 140,441       59 %
Current liabilities   $ 108,284     $ 144,404     $ (36,120 )     (25 )%
Working capital   $ 267,758   $ 91,197   $ 176,561       197 %

 

Cash Flows

 

    Six Months Ended              
    June 30, 2022              
    2022     2021     Change     %  
Cash used in operating activities   $ (457,885 )   $ (25,423 )   $ 432,462     1701 %
Cash provided by financing activities   $ 523,000     $ 65,000   $ 458,000       705 %
Net Change in Cash During Period   $ 65,115     $ 39,577   $ 22,538       57 %

 

As of June 30, 2022, our Company’s cash balance was $297,965 and total assets were $376,042. As of December 31, 2021, our Company’s cash balance was $232,850 and total assets were $235,601.

 

As of June 30, 2022, our Company had total liabilities of $108,284 compared with total liabilities of $144,404 as of December 31, 2021.

 

As of June 30, 2022, our Company had working capital of $267,758 compared with working capital of $91,197 as of December 31, 2021. The increase in working capital was primarily attributed to financing activities. .

 

Cash Flow from Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2022 and 2021 were $457,885 and $25,423 respectively, for an increase in cash used in operating activities of $432,462. The increase in net cash used in operating activities was the result of an increase in professional services and general and administrative expenses.

 

Cash Flow from Investing Activities

 

For the six months ended June 30, 2022 and 2021, the Company did not have any investing activities.

 

Cash Flow from Financing Activities

 

Net cash provided by (used in) financing activities for the six months ended June 30, 2022 and 2021 were $523,000 and $65,000 , respectively. The increase in cash from financing activities was the result of the Company’s receipt of cash proceeds from a private placement offering during this period.

 

5

 

 

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 June 30, 2022, 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 June 30, 2022 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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

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 (formatted as Inline XBRL and contained in Exhibit 101.INS)            
                 
  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: August 15, 2022 /s/ Leslie Bocskor
  Leslie Bocskor
  Chief Executive Officer, Chief Financial Officer
  (Principal Executive Officer)(Principal Financial Officer)

 

8

 

 

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