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, 2020 |
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: 1,543,763,866 common shares issued and outstanding as of June 30, 2020.
TABLE OF CONTENTS
| 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
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 1,309 | $ | 12,353 | ||||
| Prepaid expenses | - | 5,331 | ||||||
| Total Current Assets | 1,309 | 17,684 | ||||||
| Furniture and equipment, net | - | 4,615 | ||||||
| Intangible asset, net | - | 2,690 | ||||||
| TOTAL ASSETS | $ | 1,309 | $ | 24,989 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 428,223 | $ | 399,710 | ||||
| Due to related party | - | 100 | ||||||
| Convertible notes payable, net of debt discount of $62,217 and $53,012, respectively | 573,868 | 897,828 | ||||||
| Derivative liabilities | 50,657,556 | 3,029,748 | ||||||
| Note payable | 1,259 | 3,694 | ||||||
| Total Current Liabilities | 51,660,906 | 4,331,080 | ||||||
| Total Liabilities | 51,660,906 | 4,331,080 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 750,000 shares issued and outstanding | 7,500 | 7,500 | ||||||
| Common stock: 10,000,000,000 authorized; $0.001 par value; 1,543,763,866 and 201,037,304 shares issued and outstanding, respectively | 1,543,764 | 201,038 | ||||||
| Additional paid in capital | 11,658,928 | 10,377,256 | ||||||
| Accumulated deficit | (64,869,789 | ) | �� | (14,891,885 | ) | |||
| Total Stockholders’ Deficit | (51,659,597 | ) | (4,306,091 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 1,309 | $ | 24,989 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-1 |
INDOOR HARVEST CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating Expenses | ||||||||||||||||
| Professional fees | 34,512 | 19,400 | 161,662 | 160,499 | ||||||||||||
| General and administrative | 5,541 | 90,709 | 10,220 | 235,673 | ||||||||||||
| Total Operating Expenses | 40,053 | 110,109 | 171,882 | 396,172 | ||||||||||||
| Loss from operations | (40,053 | ) | (110,109 | ) | (171,882 | ) | (396,172 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (80,655 | ) | (83,311 | ) | (121,820 | ) | (88,435 | ) | ||||||||
| Change in fair value of derivative liability | (48,123,243 | ) | 23,227 | (49,684,202 | ) | (200,428 | ) | |||||||||
| Total other expense | (48,203,898 | ) | (60,084 | ) | (49,806,022 | ) | (288,863 | ) | ||||||||
| Loss before income taxes | (48,243,951 | ) | (170,193 | ) | (49,977,904 | ) | (685,035 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net Loss | $ | (48,243,951 | ) | $ | (170,193 | ) | $ | (49,977,904 | ) | $ | (685,035 | ) | ||||
| Basic and dilutive loss per common share | $ | (0.05 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | (0.02 | ) | ||||
| Weighted average number of common shares outstanding | 1,031,162,789 | 41,377,331 | 619,698,242 | 40,590,377 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
INDOOR HARVEST CORP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
| Series A Convertible Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Paid in Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
| Balance - December 31, 2019 | 750,000 | $ | 7,500 | 201,037,304 | $ | 201,038 | $ | 10,377,256 | $ | (14,891,885 | ) | $ | (4,306,091 | ) | ||||||||||||||
| Common stock issued for services - third party | - | - | 2,021,006 | 2,021 | 70,899 | - | 72,920 | |||||||||||||||||||||
| Convertible debt converted into common stock | - | - | 70,264,956 | 70,265 | (49,088 | ) | - | 21,177 | ||||||||||||||||||||
| Derivative liability | - | - | - | - | 38,999 | - | 38,999 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (1,733,953 | ) | (1,733,953 | ) | |||||||||||||||||||
| Balance - March 31, 2020 | 750,000 | $ | 7,500 | 273,323,266 | $ | 273,324 | $ | 10,438,066 | $ | (16,625,838 | ) | $ | (5,906,948 | ) | ||||||||||||||
| Common stock issued for services - third party | - | - | - | - | - | - | - | |||||||||||||||||||||
| Common stock issued for services - related party | - | - | - | - | - | - | - | |||||||||||||||||||||
| Convertible debt converted into common stock | - | - | 1,270,440,600 | 1,270,440 | (876,533 | ) | - | 393,907 | ||||||||||||||||||||
| Derivative liability | - | - | - | - | 2,097,395 | - | 2,097,395 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (48,243,951 | ) | (48,243,951 | ) | |||||||||||||||||||
| Balance - June 30, 2020 | 750,000 | $ | 7,500 | 1,543,763,866 | $ | 1,543,764 | $ | 11,658,928 | $ | (64,869,789 | ) | $ | (51,659,597 | ) | ||||||||||||||
| Series A Convertible Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Paid in | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
| Balance - December 31, 2018 | 750,000 | $ | 7,500 | 34,888,415 | $ | 34,888 | $ | 9,299,988 | $ | (11,795,064 | ) | $ | (2,452,688 | ) | ||||||||||||||
| Common stock issued for services - third party | - | - | 790,249 | 791 | 32,827 | - | 33,618 | |||||||||||||||||||||
| Common stock issued for services - related party | - | - | 129,012 | 129 | 6,050 | - | 6,179 | |||||||||||||||||||||
| Convertible debt converted into common stock | - | - | 2,898,278 | 2,898 | 63,629 | - | 66,527 | |||||||||||||||||||||
| Derivative liability | - | - | - | - | 143,937 | - | 143,937 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (514,842 | ) | (514,842 | ) | |||||||||||||||||||
| Balance - March 31, 2019 | 750,000 | $ | 7,500 | 38,705,954 | $ | 38,706 | $ | 9,546,431 | $ | (12,309,906 | ) | $ | (2,717,269 | ) | ||||||||||||||
| Common stock issued for services - third party | - | - | 1,455,069 | 1,455 | 29,793 | - | 31,248 | |||||||||||||||||||||
| Common stock issued for services - related party | - | - | 130,000 | 130 | 4,379 | - | 4,509 | |||||||||||||||||||||
| Convertible debt converted into common stock | - | - | 6,970,743 | 6,971 | 106,844 | - | 113,815 | |||||||||||||||||||||
| Derivative liability | - | - | - | - | 204,886 | - | 204,886 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (170,193 | ) | (170,193 | ) | |||||||||||||||||||
| Balance - June 30, 2019 | 750,000 | $ | 7,500 | 47,261,766 | $ | 47,262 | $ | 9,892,333 | $ | (12,480,099 | ) | $ | (2,533,004 | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
INDOOR HARVEST CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (49,977,904 | ) | $ | (685,035 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | 7,305 | 5,804 | ||||||
| Amortization of debt discount | 70,795 | 74,323 | ||||||
| Change in fair value of embedded derivative liability | 49,684,202 | 200,428 | ||||||
| Stock issued for services - third party | 72,920 | 64,866 | ||||||
| Stock issued for services - related party | - | 10,688 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 5,331 | 9,370 | ||||||
| Security deposit | - | - | ||||||
| Accounts payable and accrued expenses | 128,742 | 71,755 | ||||||
| Deferred rent | - | (1,826 | ) | |||||
| Accrued compensation - officers | - | (3,722 | ) | |||||
| Net Cash used in Operating Activities | (8,609 | ) | (253,349 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Repayments of note payable | (2,435 | ) | (4,057 | ) | ||||
| Proceeds from convertible notes, less OID cost paid | 100,000 | |||||||
| Proceed from related party | 7,000 | |||||||
| Net Cash provided by Financing Activities | (2,435 | ) | 102,943 | |||||
| Net change in cash | (11,044 | ) | (150,406 | ) | ||||
| Cash, beginning of period | 12,353 | 155,682 | ||||||
| Cash, end of period | $ | 1,309 | $ | 5,276 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | - | $ | 1,742 | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Derivative liability recognized as debt discount | $ | 80,000 | $ | 100.000 | ||||
| Conversion of convertible note into common shares | $ | 415,084 | $ | 180,342 | ||||
| Derivative liability reclassified to paid-in capital | $ | 2,136,394 | $ | 348,823 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
INDOOR HARVEST CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. Pursuant to ASC 805 “Business Combinations,” the Company determined the Alamo Acquisition was an asset purchase.
From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production.
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 current strategy is to position the Company as an integrated consolidation platform offering for cannabis industry companies focused on hemp, other hemp-related products, CBD, with the potential to be part of a bigger opportunity while sharing intellectual capital, technology, expanded business networks, along with access to new capital markets and liquidity for investors.
The Company’s operational expenditures will be focused on plans to create shareholder value through an M&A and strategic partnership strategy, while managing the necessary costs related to being a fully reporting company with the SEC.
Effective May 11, 2020, the Company mutually and amicably completed a change of officers, as to the principal accounting officer and principal executive officer, the person serving in the capacity of interim CEO and interim CFO. Mr. Cook, serving as both up to such time, departed, and no longer serves in any officer or Director capacity. The Board of Directors appointed Leslie Bocskor to act as a principal executive officer serving in the capacity of CEO with non-material arrangements to apply moving forward, including compensation of $2,500 monthly, potential stock, and other considerations, indemnifications, and reimbursement of expenses.
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, 2020. 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 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”).
It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
| F-5 |
Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.
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.
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 canceled 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.
For the six months ended June 30, 2020 and 2019, 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, | ||||||||
| 2020 | 2019 | |||||||
| (shares) | (shares) | |||||||
| Series A Preferred Stock | 12,500,000,000 | 27,402,265 | ||||||
| Convertible notes | 533,149,277 | 98,302,997 | ||||||
| 13,033,149,277 | 125,705,262 | |||||||
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, 2020 and December 31, 2019, the Company did not have any derivative instruments that were designated as hedges.
| F-6 |
Fair Value of Financial Instruments
As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The following table summarizes fair value measurements by level at June 30, 2020 and December 31, 2019, measured at fair value on a recurring basis:
| June 30, 2020 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | - | $ | - | $ | - | $ | - | ||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | - | $ | - | $ | 50,657,556 | $ | 50,657,556 | ||||||||
| December 31, 2019 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | - | $ | - | $ | - | $ | - | ||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | - | $ | - | $ | 3,029,748 | $ | 3,029,748 | ||||||||
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, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated 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, 2020, incurred losses from its operations and did not generate cash from its operation for past two years and the six months ended June 30, 2020. 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 LIABILITEIS
Accounts payable and accrued liabilities at June 30, 2020 and December 31, 2019 are as follows:
| June 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Accounts payable | $ | 214,145 | $ | 130,584 | ||||
| Credit card | 16,570 | 16,595 | ||||||
| Accrued expenses | 15,714 | 15,714 | ||||||
| Accrued management fee | 3,605 | 9,000 | ||||||
| Accrued interest | 178,189 | 227,817 | ||||||
| $ | 428,223 | $ | 399,710 | |||||
NOTE 4 - CONVERTIBLE NOTES PAYABLE
Convertible notes payable at June 30, 2020 and December 31, 2019 are as follows:
| June 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Note 2 | $ | 50,000 | $ | 50,000 | ||||
| Note 3 | - | 226,956 | ||||||
| Note 4 | 522,885 | 522,884 | ||||||
| Note 5 | - | 65,000 | ||||||
| Note 6 | 25,200 | 48,000 | ||||||
| Note 7 | 38,000 | 38,000 | ||||||
| Total convertible notes payable | 636,085 | 950,840 | ||||||
| Less: Unamortized debt discount | (62,217 | ) | (53,012 | ) | ||||
| Total convertible notes | 573,868 | 897,828 | ||||||
| Less: current portion of convertible notes | 573,868 | 897,828 | ||||||
| Long-term convertible notes | $ | - | $ | - | ||||
During the six months ended June 30, 2020 and 2019, the Company recorded interest expense of $50,795 and $14,112, and amortization of discount of $70,795 and $74,323, respectively. As of June 30, 2020 and December 31, 2019, the Company had accrued interest of $178,189 and $227,817, respectively.
Conversion
During the six months ended June 30, 2020, the Company converted notes with principal amounts and accrued interest of $415,084 into 1,340,705,556 shares of common stock. The corresponding derivative liability at the date of conversion of $2,136,394 was settled through additional paid in capital.
Note 2
On October 12, 2017, the Company issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee for the Investment Agreement. The promissory note (“Note 2”) maturity date is May 12, 2018. The principal amount due under Note 2 can be converted by Tangiers any time, into shares of the Company’s common stock at a conversion price of $0.1666 per share. The promissory note is in a “Maturity Default,” which is defined in Note 2 as the event in which Note 2 is not retired prior to its maturity date, Tangiers’ conversion rights under Note 2 would be adjusted such that the conversion price would be the lower of (i) $0.1666 or (ii) b) 65% of the average of the two lowest trading prices of the Company’s common stock during the 10 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. The default interest rate is 20%.
| F-8 |
Note 3
On January 16, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 3”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 3 is convertible into shares of the Company’s common stock at a conversion price of $0.30 per share. However, if Note 3 is not paid back on or before the maturity date, defined in Note 3 as a “Maturity Default”, the conversion price of Note 3 shall then be adjusted to be equal to the lower of: (i) $0.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion of Note 3.
On February 13, 2018, April 17, 2018, June 13, 2018, and July 27, 2018, the Company executed Amendments #1, #2, #3, and #4 to the Tangiers Note 3 for draws of $132,000, $132,000, $101,750 and $101,750, respectively. All other terms and conditions of the Tangiers Note 3 remain effective.
Note 4
On September 14, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 4”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 4 is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share. However, if Note 4 is not paid back on or before the maturity date, defined in Note 4 as a “Maturity Default”, the conversion price of Note 4 shall then be adjusted to be equal to the lower of: (i) $0.08 or (ii) 65% of the lowest trading price of the Company’s common stock during the 15 consecutive trading days prior to the date on which Buyer elects to convert all or part of the Note 4.
On December 14, 2018, April 2, 2019 and June 7, 2019, the Company executed Amendments #1, #2 and #3 to the Tangiers Note 4 for draws of $171,050, $110,000 and $71,834, respectively. All other terms and conditions of the Tangiers Note 4 remain effective.
Note 5
On September 23, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 5”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $65,000, which includes a $3,000 original issue discount. Note 5 is convertible into shares of the Company’s common stock one hundred eighty (180) days from September 23, 2019. Note 5 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 5.
Note 6
On October 22, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 6”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $48,000, which includes a $3,000 original issue discount. Note 6 is convertible into shares of the Company’s common stock one hundred eighty (180) days from October 22, 2019. Note 6 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 6.
Note 7
On December 19, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 7”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $38,000, which includes a $3,000 original issue discount. Note 7 is convertible into shares of the Company’s common stock one hundred eighty (180) days from December 22, 2019. Note 7 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 7.
| F-9 |
NOTE 5 - DERIVATIVE LIABILITIES
The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value.
At June 30, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows:
| Six months ended | ||||
| June 30, 2020 | ||||
| Expected term | 0.31 - 0.50 | |||
| Expected average volatility | 298% - 389 | % | ||
| Expected dividend yield | - | |||
| Risk-free interest rate | 0.07% - 0.27 | % |
The following schedule shows the change in fair value of the derivative liabilities at June 30, 2020:
| Fair Value Measurements Using Significant Observable Inputs (Level 3) | ||||
| Balance - December 31, 2019 | $ | 3,029,748 | ||
| Addition of new derivatives recognized as debt discounts | 80,000 | |||
| Addition of new derivatives recognized as loss on derivatives | 700,508 | |||
| Settled on issuance of common stock | (2,136,394 | ) | ||
| Loss on change in fair value of the derivative | 48,983,694 | |||
| Balance - June 30, 2020 | $ | 50,657,556 | ||
The aggregate loss on derivatives during the six months ended June 30, 2020 and 2019 was $49,684,202 and $200,428, respectively.
If the Company shall at any time after the date of issuance of the Series A Convertible Preferred Stock issue any additional shares of common stock except exempted securities, without cash consideration or for a cash consideration per share less than the Series A Conversion Price in effect immediately prior to such issue, then the Series A Conversion Price shall be adjusted by being reduced, concurrently with such issue, to a price equal to the sale price of the additional shares of common stock. If the Company issues securities convertible into shares of common stock rather than common stock, the adjustment shall be based upon the conversion price of the convertible securities so issued. The conversion price of the Series A Convertible Preferred Stock as of December 31, 2020 is $0.00006. If the Series A Convertible Preferred Stock is fully converted, the common stock shares will be 12,500,000,000. The market price on June 30. 2020, which is $0.0039 was used in lieu of pricing model because the contract did not have an end date.
NOTE 6 - 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. |
Convertible Series A Preferred Stock
As at June 30, 2020 and December 31, 2019, there were 750,000 and 750,000 shares of Series A Convertible Preferred Stock issued and outstanding.
Common Stock
During the six months ended June 30, 2020, the Company issued 1,342,726,562 shares of common stock as follows:
| ● | 2,021,006 shares to consultant valued at $72,920 for consulting services | |
| ● | 1,340,705,556 shares for conversion of debt of $415,084 |
Common Stock Warrants and option
As of June 30, 2020, no warrants or options were outstanding.
NOTE 7 - SUBSEQUENT EVENTS
On September 28, 2020, The Company entered into a Convertible Promissory Note with Electrum Partners, LLC, (the “Electrum Partners”) for $10,000 USD with a maturity of 90 days. The proceeds will be used for general corporate purposes. Electrum Partners, LLC is an entity under common control with the Company.
About March 2021, a third party advanced $25,000 to assist the Company in operating expenses and the Company is in the process of confirming arrangements for the repayment of said amount; it is anticipated it will be a promissory note due from the Company in cash or stock.
The Registrant had a dispute with Power Up Lending Group, Ltd., the holder of certain promissory notes dated October 22, 2019, and December 19, 2019, issued by the Registrant, including allegations or claims of default and suit, and related. As part of the company recovery efforts after COVID-19, with amicable cooperation from “Power Up”, in third quarter of 2021 the Registrant reached a full payoff resolution for $80,000 to successfully settle all issues.
On August 4, 2021, the Company formalized its employment and compensation arrangement with Mr. Leslie Bocskor. Mr. Bocskor was initially engaged as CEO on May 11, 2020 at a monthly rate of $2,500 pending the establishment of a comprehensive employment and compensation agreement. To date, Mr. Bocskor has not received any consideration for his efforts, and over this time continued to bring necessary resources to the company in the form of executive and administrative support, and more as needed. These resources included several critical functions provided by individuals and entities who worked to support the CEO and the Company over the prior year to stabilize and sustain the Company and lay the foundation for future success.
The Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $0.01 and consideration of 150 million options to Mr. Bocskor, 100 million options to Mr. Rote, and 150 million options to Mr. Forchic vesting immediately. On the 1 year anniversary of their respective agreements, additional stock options priced at $0.015 will vest with consideration of 150 million options to Mr. Bocskor, 100 million options to Mr. Rote, and 150 million options to Mr. Forchic.
Lastly, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 million options each at a price of $0.01. The company’s legal counsel will be receiving 10 million options, under the same terms as the Board, in recognition of their valuable work and support.
| F-10 |
| 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 and six months ended June 30, 2020 compared to June 30, 2019:
Three months ended June 30, 2020 compared to three months ended June 30, 2019
| Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2020 | 2019 | Change | % | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | - | |||||||||
| Operating expenses | ||||||||||||||||
| Depreciation and amortization expense | - | - | ||||||||||||||
| Professional fees | 34,512 | 19,400 | 15,112 | 78 | % | |||||||||||
| General and administrative expenses | 5,541 | 90,709 | 85,168 | (94 | )% | |||||||||||
| Total operating expenses | 40,053 | 110,109 | (70,056 | ) | (64 | )% | ||||||||||
| Loss from operations | (40,053 | ) | (110,109 | ) | (70,056 | ) | (64 | )% | ||||||||
| Other expense | ||||||||||||||||
| Other income (expense) | - | - | ||||||||||||||
| Interest income (expense) | (80,655 | ) | (83,311 | ) | (2656 | ) | (3 | )% | ||||||||
| Amortization of debt discount | - | |||||||||||||||
| Change in fair value of embedded derivative liability | (48,123,243 | ) | 23,227 | 48,100,016 | 207,000 | % | ||||||||||
| Total other income (expense) | (48,203,898 | ) | (60,084 | ) | 48,143,814 | 80,128 | % | |||||||||
| Net loss | $ | (48,243,951 | ) | $ | (170,193 | ) | $ | (48,073,758 | ) | 28,147 | % | |||||
Six months ended June 30, 2020 compared to six months ended June 30, 2019
| Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2020 | 2019 | Change | % | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | - | |||||||||
| Operating expenses | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Professional fees | 161,662 | 160,499 | 1,163 | 0.72 | % | |||||||||||
| General and administrative expenses | 10,220 | 235,673 | (225,453 | ) | (96 | %) | ||||||||||
| Total operating expenses | 171,882 | 396,172 | (224,290 | ) | (57 | %) | ||||||||||
| Loss from operations | (171,882 | ) | (396,172 | ) | (224,290 | ) | (57 | %) | ||||||||
| Other expense | ||||||||||||||||
| Interest expense | (121,820 | ) | (88,435 | ) | 33,385 | 38 | % | |||||||||
| Amortization of debt discount | ||||||||||||||||
| Change in fair value of embedded derivative liability | (49,684,202 | ) | (288,428 | ) | 49,395,774 | 17,126 | %) | |||||||||
| Total other income (expense) | (49,806,022 | ) | (685,035 | ) | 49,120,987 | 7,171 | %) | |||||||||
| Net loss | $ | (49,977,904 | ) | $ | (685,035 | ) | $ | 49,292,869 | 7,196 | %) | ||||||
Revenues
During the six months ended June 30, 2020 and 2019, the Company generated no revenue.
Operating Expenses
Total operating expenses for the six months ended June 30, 2020 and 2019 were $171,882 and $396,172, respectively, for an aggregate decrease of $224,290 or 57%. The aggregate decrease primarily driven by a decrease in general and administrative expenses of $225,453 or 96% associated with lower corporate activity negatively influenced by Covid-19.
Other Income (Expense)
Total other income (expense) for the six months ended June 30, 2020 and 2019 were ($49,806,022) and ($685,035), respectively. The increase in other expense is primarily related to the change in the fair value of the embedded derivative liability from ($288,428) to ($49,684,202).
| 4 |
Net Loss
As a result of the factors discussed above, net loss for the six months ended June 30, 2020 and 2019 was $49,977,904 and $685,035, respectively, for an increase of $49,120,987 or 7,171%.
Liquidity and Capital Resources
The following table provides selected financial data about our Company as of June 30, 2020 and December 31, 2019, respectively.
Working Capital
| June 30, 2020 | December 31, 2019 | Change | % | |||||||||||||
| Current assets | $ | 1,309 | $ | 17,684 | $ | (16,375 | ) | (92 | )% | |||||||
| Current liabilities | $ | 51,660,906 | $ | 4,331,080 | $ | 47,329,826 | 1093 | % | ||||||||
| Working capital deficiency | $ | (51,659,597 | ) | $ | (4,313,396 | ) | $ | (47,346,201 | ) | 1093 | % | |||||
Cash Flows
| Six Months Ended | ||||||||||||||||
| June 30, 2020 | ||||||||||||||||
| 2020 | 2019 | Change | % | |||||||||||||
| Cash used in operating activities | $ | (8,609 | ) | $ | (253,349 | ) | $ | 244,740 | (97 | )% | ||||||
| Cash provided by financing activities | $ | (2,435 | ) | $ | 102,943 | $ | 105,378 | (102 | )% | |||||||
| Net Change in Cash During Period | $ | (11,044 | ) | $ | (150,406 | ) | $ | 139,362 | (93 | )% | ||||||
As of June 30, 2020, our Company’s cash balance was $1,309 and total assets were $1,309. As of December 31, 2019, our Company’s cash balance was $12,353 and total assets were $24,989.
As of June 30, 2020, our Company had total liabilities of $51,660,906 compared with total liabilities of $4,331,080 as at December 31, 2019.
As of June 30, 2020, our Company had a working capital deficiency of $51,659,597 compared with a working capital deficiency of $4,313,396 as at December 31, 2019. The increase in working capital deficiency was primarily attributed to an increase in derivative liabilities.
Cash Flow from Operating Activities
Net cash used in operating activities for the six months ended June 30, 2020 and 2019 were $8,609 and $253,349 respectively, for a decrease of $244,740. The improvement in net cash used in operating activities is primarily related to an increase in operating liabilities.
Cash Flow from Investing Activities
For the six months ended June 30, 2020 and 2019, our 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, 2020 and 2019 were ($2,435) and $102,943, respectively. During the six months ended June 30, 2020, our Company repaid note payable of $2.435.
| 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, 2020, 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, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
| 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 | |||||||
| * | XBRL Instance Document | |||||||
| * | XBRL Taxonomy Extension Schema Document | |||||||
| * | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| * | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| * | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| * | XBRL Taxonomy Extension Presentation Linkbase 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 |
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 6, 2021 | /s/ Leslie Bocskor |
| Leslie Bocskor | |
| Chief Executive Officer, Chief Financial Officer | |
| (Principal Executive Officer)(Principal Financial Officer) |
| 8 |