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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 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 2,905,420.85 and 2,693,190.84 shares issued and outstanding, respectively as of June 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

 

Item 1. Financial Statements

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   June 30,   December 31, 
   2023   2022 
ASSETS          
Current Assets:          
Cash  $14,876   $226,231 
Notes receivable, net   -    163,588 
Prepaid expenses and other receivable   24,084    44,085 
Escrow account   25,000    - 
Total Current Assets   63,960    433,904 
           
Prepayment for acquisitions - related party   145,000    145,000 
Other Assets:          
Intangible Assets - Investment in 369 Hemp  $343,089   $- 
Intangible Assets – Investment in Metabiogenix (US)   50,000    - 
Total Other Assets:   393,089    - 
TOTAL ASSETS  $602,049   $578,904 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts payable and accrued liabilities  $387,162   $233,378 
Credit Cards   6,901    - 
Accrued expense   21,446    - 
Loan payable – Quick Capital   250,000    - 
Total Current Liabilities   665,509    233,378 
           
Total Liabilities   665,509    233,378 
           
Commitments and contingencies   -    - 
           
Opening Balance Equity  $553      
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; 2,905,420.85 and 2,693,190.84 shares issued and outstanding, respectively   2,905,421    2,693,190 
Additional paid in capital   24,844,420    24,135,367 
Shares to be issued       576,000 
Accumulated deficit   (27,058,931)   (27,059,031)
Net Income   (754,923)   - 
Total Stockholders’ Equity   (63,460)   345,526 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $602,049   $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)

 

         
   Six Months Ended 
   June 30, 
   2023   2022 
         
Revenue  $921   $- 
           
Operating Expenses          
Professional fees   526,194    2,285,766 
General and administrative   233,024    64,855 
Total Operating Expenses   759,218    2,350,621 
           
Loss from operations   (758,297)   (2,350,621)
           
Other Income (Expense)          
Interest expense   -    - 
Interest income   3,373    - 
Change in fair value of derivative liability   -    - 
Gain on settlement of debt   -    - 
Total other income   3,373    - 
           
Income (loss) before income taxes   (754,923)   (2,350,621)
           
Provision for income taxes   -    - 
           
Net income (loss)  $(754,923)  $(2,350,621)
           
Comprehensive income (Loss)  $(754,923)  $(2,350,621)
           
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   2,836,409,864    2,578,826,597 
Diluted   2,836,409,864    2,578,826,597 

 

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, 2023

 

                                 
   Series A Convertible Preferred Stock   Common Stock   Additional   Shares         
   Number of Shares   Amount  

Number

of Shares

   Amount   Paid in Capital   to be Issued   Accumulated Deficit   Stockholders’
Equity
 
                                 
Balance - December 31, 2022                  -   $       -    2,693,909,930   $2,693,190   $24,135,367   $576,000   $(27,059,031)  $345,526 
                                         
Common stock and warrant issued   -    -    212,230,769    267,231    644,769    (576,000)   -    215,000 
Stock based compensation   -    -    -    -    64,384    -    -    64,384 
Net loss   -    -    -    -    -    -    (754,923)   (754,923)
Balance – June 30, 2023   -    -    2,905,420,853    2,905,421    24,844,420    -    (28,186,418)          (63,460)

 

F-3

 

 

For the Six months Ended June 30, 2022

 

   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’
Deficit
 
                                 
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   -    -    -    -    -    -    (2,350,621)   (2,350,621)
                                         
Balance - June 30, 2022   -         2,681,343,930   $2,681,344   $23,632,471   $-   $(26,046,057)  $267,758 

 

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

 

F-4

 

 

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

         
   Six Months Ended June 30, 
   2023   2022 
OPERATING ACTIVITIES          
Net Loss  $(754,923)  $(2,350,621)
Adjustments to reconcile Net Income to Net Cash provided by operations          
Prepaid   16,373    (75,328)
Promissory Notes Receivable   167,216    - 
Escrow account   (25,000)   - 
Accounts Payable   247,559    (35,121)
Master Card   (975)   (1,625)
Accrued Expense   (67,000)   - 
Payroll Liabilities   6,923    - 
Salary Payable   -    625 
Deferred Compensation   (4,375)   - 
Loan Payable – Quick Capital   250,000    - 
Net cash provided by operating activities  $(164,202)  $(2,462,069)
           
INVESTING ACTIVITIES          
Intangible assets: 369 Hemp  $(343,089)   - 
Intangible assets: Metabiogenix (US)
   (50,000)   - 
Net cash provided by investing activities  $(393,089)   - 
FINANCING ACTIVITIES          
Opening Balance Equity  $553   $- 
Capital Stock   212,231    105,434 
Additional Paid in Capital   709,153    2,421,750 
Stock Payable   (576,000)   - 
Net Cash provided by financing activities  $345,937   $2,527,184 
           
Net cash increase for period  $(211,355)  $65,115 
Cash at beginning of period  $226,231   $232,850 
Cash at end of period  $14,876   $297,965 

 

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

 

F-5

 

 

INDOOR HARVEST CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 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.

 

Reclassification

 

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

 

F-6

 

 

Net Loss Per Common Stock

 

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.

 

For the three months ended June 30, 2023, and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

 

         
   Six Months Ended 
   June 30, 
   2023   2022 
   (shares)   (shares) 
         
Series A Preferred Stock   -    - 
Convertible notes   -    - 
Warrant   457,753,846    - 
Stock option   854,000,000    820,000,000 
Anti dilutive Securities   1,196,753,846    820,000,000 

 

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 June 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

June 30, 2023  Level 1   Level 2   Level 3   Total 
Assets:                              
Notes receivables, net  $-   $-   $    -   $     - 
Liabilities:                    
None  $-   $-   $-   $- 

 

December 31, 2022  Level 1   Level 2   Level 3   Total 
Assets:                              
None  $-   $-   $163,588   $163,588 
Liabilities:                    
None  $-   $-   $-   $- 

 

 

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, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and six months ended June 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-7

 

 

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

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

 

   June 30,2023   December 31,2022 
Accounts payable and accrued liabilities  $387,162    233,378 
Credit Cards   6,901    - 
Accrued expense   21,446    - 
Loan payable – Quick Capital   250,000    - 
Total Accounts Payable And Accrued Liabilities   665,509    233,378 

 

NOTE 4 - 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 June 30,2023, the Company issued 10,000,000 shares of common stock at $0.0065 per share for cash of $65,000; 95,000,000 shares of common stock at $0.001 per share for cash of $95,000. As of June 30, 2023, and December 31, 2022, there were 2,905,420,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

 

F-8

 

 

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.

 

   2023   2022   2023   2022 
   Six Months Ended   Three Months Ended 
   June 30,   June 30, 
   2023   2022      2022 
Numerator:                    
Net income (loss)  $(754,923)  $(2,350,621)  $(372,464)  $(1,066,261)
(Gain) loss on change in fair value of derivatives   -    -    -    - 
Interest on convertible debt   -    -    -    - 
Net income (loss) - diluted  $(754,923)  $(2,350,621)  $(372,464)  $(1,066,261)
                     
Denominator:                    
Weighted average common shares outstanding   2,836,409,864    2,578,826,597    2,733,625,911    2,578,826,597 
Effect of dilutive shares   -    -    -    - 
Diluted   2,836,409,864    2,578,826,597    2,733,625,911    2,578,826,597 
                     
Net income (loss) per common share:                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2023, and 2022, the Company paid 6204 consulting fees of $234,000 and $215,000, communication and technology services of $74,750 and $55,694, late charge of $3,535 and $508 to an entity under common control of the Company, respectively.

 

During the six months ended June 30, 2023, and 2022, the Company recognized stock option expense for related parties of $64,384 and $1,999,184 respectively. The stock option-based compensation recognized in additional paid-in-capital.

 

NOTE 7 - 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, except as follows: 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. On April 30, 2023, pursuant to private placement dated January 01, 2023, the Company entered into a subscription agreement with an individual investor for issuance of 10,000,000 shares of common stock at $0.0065 per share and a warrant for 20,000,000 shares of common stock.

 

F-9

 

 

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

 

Results of Operations

 

The following tables presents our operating results for the three months ended June 30, 2023 compared to June 30, 2022:

 

   Six Months Ended June 30, 
   2023   2022   Change   % Change 
Revenue  $921   $-   $921      
                     
Operating Expenses                    
Professional Fees  $461,810   $276,582   $185,228    66.97%
SG&A  $297,408   $2,074,039   $(1,776,631)   86.00%
Total operating Expenses  $759,218   $2,350,621   $(1,591,404)   -67.70%
Loss from Operations  $(758,297)  $(2,350,621)  $1,592,325    67.74%
                     
Other Income  $3,373   $-   $3,373    100.00%
Total Other Income  $3,373   $-   $3,373    100.00%
                     
Net Loss  $(754,923)  $(2,350,621)  $1,595,698    67.88%

 

Revenues

 

During the six months ended June 30, 2023, the Company generated $921 from HEMP369’s online retail.

 

Operating Expenses

 

Total operating expenses for six months ended June 30, 2023 and 2022 were $759,218 and $2,350,621, respectively, for an aggregate decrease of $1,776,631 or 86%. The aggregate decrease was primarily driven by a decrease in general and administrative expenses associated with executive stock options compensation.

 

Other Income (Expense)

 

Total other income (expense) for the six months ended June 30, 2023 and 2022 were $3,373 and $0, respectively. The increase in other income is primarily related to the change in interest income.

 

4

 

 

Net Loss

 

As a result of the factors discussed above, net income for the six months ended June 30, 2023 and 2022 was a loss of $754,923 compared to a loss of $2,350,621, respectively, for an aggregate decrease of $1,595,698, or 68% related primarily to the elimination of the stock options expenses.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our Company as of six months ended June 30, 2023 and 2022, respectively.

 

Working Capital

 

   June 30, 2023   December 31, 2022   Change   % 
Current assets  $63,960   $433,904   $(369,944)   (85)%
Current liabilities  $665,509   $233,378   $432,131   185%
Working capital (deficiency)  $(601,549)  $200,526   $(802,075)   (400)%

 

Cash Flows

 

   Six Months Ended         
   June 30, 2023         
   2023   2022   Change   % 
Cash used in operating activities  $(164,202)  $(115,374)  $(48,828)   42%
Cash used in investing activities  $(393,089)   -    (393,089)   -
Cash provided by financing activities  $345,937   $75,000   $270,937    361%
Net change in cash during period  $211,355  $(40,374)  $251,729   (623)%

 

As of June 30, 2023, our Company’s cash balance was $14,876 and total assets were $602,049. As of December 31, 2022, our Company’s cash balance was $226,231 and total assets were $578,904.

 

As of June 30, 2023, our Company had total liabilities of $665,509 compared with total liabilities of $233,378 as of December 31, 2022.

 

As of June 30, 2023, our Company had working capital of ($601,549) compared with working capital of $200,526 as of December 31, 2022. The decrease in working capital was primarily attributed to payment for consulting and vendor services, payments on accounts payables and accrued liabilities, and investing activities related to acquisitions and business development initiatives.

 

Cash Flow used in Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2023 and 2022 were $164,202 and $115,374 respectively, for an increase of $48,828. 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 six months ended June 30, 2023 and 2022, the Company invested $393,089 and $0 respectively, for an increase of $393,089. The increase 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 six months ended June 30, 2023 and 2022 were $345,937 and $75,000, respectively. During the six months ended June 30, 2023, the increase in cash from financing activities was the result of the Company’s receipt of cash proceeds from private placement offerings.

 

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 September 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 September 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

 

On August 1, 2022, the Company commenced 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 of 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 January 1, 2023, the number of Warrants increased by one share for two warrants.

 

During the six months ended June 30, 2023, the Company issued 95,000,000 shares of common stock for private placements at $0.001 per share for proceeds of $95,000 and 10,000,000 shares of common stock for private placements at $0.0065 for proceeds of $65,000.

 

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 (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: August 18, 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: August 18, 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: August 18th, 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 June 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: August 18th,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.

 

 

 

v3.23.2
Cover
6 Months Ended
Jun. 30, 2023
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Jun. 30, 2023
Document Fiscal Period Focus Q2
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 2,693,190.84
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 14,876 $ 226,231
Notes receivable, net 163,588
Prepaid expenses and other receivable 24,084 44,085
Escrow account 25,000
Total Current Assets 63,960 433,904
Prepayment for acquisitions - related party 145,000 145,000
Other Assets:    
Total Other Assets: 393,089
TOTAL ASSETS 602,049 578,904
Current Liabilities:    
Accounts payable and accrued liabilities 387,162 233,378
Credit Cards 6,901
Accrued expense 21,446
Loan payable – Quick Capital 250,000
Total Current Liabilities 665,509 233,378
Total Liabilities 665,509 233,378
Commitments and contingencies
Opening Balance Equity 553  
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; 2,905,420.85 and 2,693,190.84 shares issued and outstanding, respectively 2,905,421 2,693,190
Additional paid in capital 24,844,420 24,135,367
Shares to be issued   576,000
Accumulated deficit (27,058,931) (27,059,031)
Net Income (754,923)
Total Stockholders’ Equity (63,460) 345,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 602,049 578,904
369 Hemp Inc [Member]    
Other Assets:    
Intangible Assets 343,089
Meta biogenix USA LLC [Member]    
Other Assets:    
Intangible Assets $ 50,000
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
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 2,905,420.85 2,693,190.84
Common stock, shares outstanding 2,905,420.85 2,693,190.84
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
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
Revenue $ 921
Operating Expenses    
Professional fees 526,194 2,285,766
General and administrative 233,024 64,855
Total Operating Expenses 759,218 2,350,621
Loss from operations (758,297) (2,350,621)
Other Income (Expense)    
Interest expense
Interest income 3,373
Change in fair value of derivative liability
Gain on settlement of debt
Total other income 3,373
Income (loss) before income taxes (754,923) (2,350,621)
Provision for income taxes
Net income (loss) (754,923) (2,350,621)
Comprehensive income (Loss) $ (754,923) $ (2,350,621)
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 2,836,409,864 2,578,826,597
Diluted 2,836,409,864 2,578,826,597
v3.23.2
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 (2,350,621) (2,350,621)
Common stock issued for cash   $ 12,500 62,500     75,000
Common stock issued for cash , shares   12,500,000        
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        
Balance at Dec. 31, 2022 $ 2,693,190 24,135,367 576,000 (27,059,031) 345,526
Balance, shares at Dec. 31, 2022 2,693,909,930        
Common stock and warrant issued $ 267,231 644,769 (576,000) 215,000
Common stock and warrant issued, shares   212,230,769        
Stock based compensation 64,384 64,384
Net loss (754,923) (754,923)
Balance at Jun. 30, 2023 $ 2,905,421 $ 24,844,420 $ (28,186,418) $ (63,460)
Balance, shares at Jun. 30, 2023 2,905,420,853        
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
OPERATING ACTIVITIES    
Net Loss $ (754,923) $ (2,350,621)
Adjustments to reconcile Net Income to Net Cash provided by operations    
Prepaid 16,373 (75,328)
Promissory Notes Receivable 167,216
Escrow account (25,000)
Accounts Payable 247,559 (35,121)
Master Card (975) (1,625)
Accrued Expense (67,000)
Payroll Liabilities 6,923
Salary Payable 625
Deferred Compensation (4,375)
Loan Payable – Quick Capital 250,000
Net cash provided by operating activities (164,202) (2,462,069)
INVESTING ACTIVITIES    
Net cash provided by investing activities (393,089)
FINANCING ACTIVITIES    
Opening Balance Equity 553
Capital Stock 212,231 105,434
Additional Paid in Capital 709,153 2,421,750
Stock Payable (576,000)
Net Cash provided by financing activities 345,937 2,527,184
Net cash increase for period (211,355) 65,115
Cash at beginning of period 226,231 232,850
Cash at end of period 14,876 297,965
369 Hemp Inc [Member]    
INVESTING ACTIVITIES    
Intangible assets (343,089)
Meta biogenix USA LLC [Member]    
INVESTING ACTIVITIES    
Intangible assets $ (50,000)
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 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.

 

Reclassification

 

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

 

 

Net Loss Per Common Stock

 

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.

 

For the three months ended June 30, 2023, and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

 

         
   Six Months Ended 
   June 30, 
   2023   2022 
   (shares)   (shares) 
         
Series A Preferred Stock   -    - 
Convertible notes   -    - 
Warrant   457,753,846    - 
Stock option   854,000,000    820,000,000 
Anti dilutive Securities   1,196,753,846    820,000,000 

 

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 June 30, 2023 and December 31, 2022, measured at fair value on a recurring basis:

 

June 30, 2023  Level 1   Level 2   Level 3   Total 
Assets:                              
Notes receivables, net  $-   $-   $    -   $     - 
Liabilities:                    
None  $-   $-   $-   $- 

 

December 31, 2022  Level 1   Level 2   Level 3   Total 
Assets:                              
None  $-   $-   $163,588   $163,588 
Liabilities:                    
None  $-   $-   $-   $- 

 

 

v3.23.2
GOING CONCERN
6 Months Ended
Jun. 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 June 30, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and six months ended June 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.

 

 

v3.23.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

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

 

   June 30,2023   December 31,2022 
Accounts payable and accrued liabilities  $387,162    233,378 
Credit Cards   6,901    - 
Accrued expense   21,446    - 
Loan payable – Quick Capital   250,000    - 
Total Accounts Payable And Accrued Liabilities   665,509    233,378 

 

v3.23.2
STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 4 - 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 June 30,2023, the Company issued 10,000,000 shares of common stock at $0.0065 per share for cash of $65,000; 95,000,000 shares of common stock at $0.001 per share for cash of $95,000. As of June 30, 2023, and December 31, 2022, there were 2,905,420,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

 

 

v3.23.2
NET INCOME (LOSS) PER COMMON SHARE
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER COMMON SHARE

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.

 

   2023   2022   2023   2022 
   Six Months Ended   Three Months Ended 
   June 30,   June 30, 
   2023   2022      2022 
Numerator:                    
Net income (loss)  $(754,923)  $(2,350,621)  $(372,464)  $(1,066,261)
(Gain) loss on change in fair value of derivatives   -    -    -    - 
Interest on convertible debt   -    -    -    - 
Net income (loss) - diluted  $(754,923)  $(2,350,621)  $(372,464)  $(1,066,261)
                     
Denominator:                    
Weighted average common shares outstanding   2,836,409,864    2,578,826,597    2,733,625,911    2,578,826,597 
Effect of dilutive shares   -    -    -    - 
Diluted   2,836,409,864    2,578,826,597    2,733,625,911    2,578,826,597 
                     
Net income (loss) per common share:                    
Basic  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)

 

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2023, and 2022, the Company paid 6204 consulting fees of $234,000 and $215,000, communication and technology services of $74,750 and $55,694, late charge of $3,535 and $508 to an entity under common control of the Company, respectively.

 

During the six months ended June 30, 2023, and 2022, the Company recognized stock option expense for related parties of $64,384 and $1,999,184 respectively. The stock option-based compensation recognized in additional paid-in-capital.

 

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 7 - 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, except as follows: 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. On April 30, 2023, pursuant to private placement dated January 01, 2023, the Company entered into a subscription agreement with an individual investor for issuance of 10,000,000 shares of common stock at $0.0065 per share and a warrant for 20,000,000 shares of common stock.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 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.

 

Reclassification

Reclassification

 

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

 

 

Net Loss Per Common Stock

Net Loss Per Common Stock

 

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.

 

For the three months ended June 30, 2023, and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

 

         
   Six Months Ended 
   June 30, 
   2023   2022 
   (shares)   (shares) 
         
Series A Preferred Stock   -    - 
Convertible notes   -    - 
Warrant   457,753,846    - 
Stock option   854,000,000    820,000,000 
Anti dilutive Securities   1,196,753,846  <