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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended

September 30th, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-55594

INDOOR HARVEST CORP

(Exact name of registrant as specified in its charter)

Texas

45-5577364

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

7401 W. Slaughter Lane #5078

Austin, Texas

78739

(Address of principal executive offices)

(Zip Code)

512-309-1776

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

☐ YES ☒ NO

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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

PART II - OTHER INFORMATION		7

Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
SIGNATURES		8

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.

PART I - FINANCIAL INFORMATION

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2023			2022
	(Unaudited)

ASSETS
Current Assets:
Cash	$	6,504		$	226,231
Notes receivable, net		-			163,588
Prepaid expenses and other receivable		44,833			44,085

Total Current Assets		51,337			433,904

Prepayment for acquisitions - related party		145,000			145,000
Acquisition deposit		440,239			-
TOTAL ASSETS	$	636,576		$	578,904

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	527,116		$	233,378
Convertible notes payable, net of debt discount of $0		359,375			-
Total Current Liabilities		886,491			233,378

Total Liabilities		886,491			233,378

Commitments and contingencies		-			-

Stockholders’ Equity
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 shares issued and outstanding		-			-
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,831,670,853 and 2,693,190,084 shares issued and outstanding, respectively		2,831,671			2,693,190
Additional paid in capital		25,032,565			24,135,367
Shares to be issued		382,250			576,000
Accumulated deficit		(28,496,401	)		(27,059,031	)
Total Stockholders’ Equity		(249,915	)		345,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	636,576		$	578,904

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

F-1

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022
	Three Months Ended
	September 30,
	2023			2022

Revenue	$	-		$	-

Operating Expenses
Professional fees		189,414			251,468
General and administrative		69,056			323,505
Total Operating Expenses		258,469			574,973

Loss from operations		(258,469	)		(574,973	)

Other Income (Expense)
Interest income		-			1,857
Amortization of OID		(52,083	)		-
Interest Expense		(61,141	)		-
Total other income (expenses)		(113,224	)		1,857

Income (loss) before income taxes		(371,694	)		(573,116	)

Provision for income taxes		-			-

Net income (loss)	$	(371,694	)	$	(573,116	)

Comprehensive income (Loss)	$	(371,694	)	$	(573,116	)

Basic and diluted income (loss) per common share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding
Basic		2,831,670,853			2,685,608,144
Diluted		2,831,670,853			2,685,608,144

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

F-2

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022

Revenue	$	-		$	-

Operating Expenses
Professional fees		685,701			1,269,671
General and administrative		376,451			1,655,924
Total Operating Expenses		1,062,151			2,925,595

Loss from operations		(1,062,151	)		(2,925,595	)

Other Income (Expense)
Interest income		3,373			1,857
Amortization of OID		(312,500	)		-
Interest Expense		(66,092	)		-
Total other income (expenses)		(375,219	)		1,857

Income (loss) before income taxes		(1,437,370	)		(2,923,738	)

Provision for income taxes		-			-

Net income (loss)	$	(1,437,370	)	$	(2,923,738	)

Comprehensive income (Loss)	$	(1,437,370	)	$	(2,923,738	)

Basic and diluted income (loss) per common share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding
Basic		2,805,584,209			2,636,228,346
Diluted		2,805,584,209			2,636,228,346

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

F-3

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the Nine months Ended September 30, 2023

	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital		Stock to be Issued			Accumulated Deficit			Stockholders’ Equity
	Series A Convertible
	Preferred Stock				Common Stock				Additional		Common						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital		Stock to be Issued			Accumulated Deficit			Stockholders’ Equity

Balance - December 31, 2022		-	$	-		2,693,190,084	$	2,693,190	$	24,135,367	$	576,000		$	(27,059,031	)	$	345,526

Common stock and warrants issued		-		-		107,230,769		107,231		589,769		(576,000	)		-			121,000
Stock based compensation		-		-		-		-		64,384		-			-			64,384
Net loss		-		-		-		-		-		-			(373,727	)		(373,727	)
Balance - March 31, 2023		-	$	-		2,800,420,853	$	2,800,421	$	24,789,520	$	-		$	(27,432,758	)	$	157,183

Common stock and warrants issued		-		-		31,250,000		31,250		218,750					-			250,000
Stock based compensation		-		-		-		-		16,196		-			-			16,196
Proceeds received shares to be issued		-		-		-		-		-		176,000			-			176,000
Net loss		-		-		-		-		-		-			(691,949	)		(691,949	)
Balance - June 30, 2023		-	$	-		2,831,670,853	$	2,831,671	$	25,024,466	$	176,000		$	(28,124,707	)	$	(92,570	)

Common stock and warrants issued		-		-				-							-			-
Stock based compensation		-		-		-		-		8,099		-			-			8,099
Proceeds received shares to be issued		-		-		-		-		-		206,250			-			206,250
Net loss		-		-		-		-		-		-			(371,694	)		(371,694	)
Balance - September 30, 2023		-	$	-		2,831,670,853	$	2,831,671	$	25,032,565	$	382,250		$	(28,496,401	)	$	(249,915	)

For the Nine months Ended September 30, 2022

	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital			Stock to be Issued		Accumulated Deficit			Stockholders’ Equity
	Series A Convertible
	Preferred Stock				Common Stock				Additional			Common					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital			Stock to be Issued		Accumulated Deficit			Stockholders’ Equity

Balance - December 31, 2021		-	$	-		2,575,909,930	$	2,575,910	$	21,210,721		$	-	$	(23,695,434	)	$	91,197

Common stock issued for cash and warrant		-		-		12,500,000		12,500		62,500			-		-			75,000
Stock based compensation		-		-		-		-		975,496			-		-			975,496
Net loss		-		-		-		-		-			-		(1,066,261	)		(1,066,261	)
Balance - March 31, 2022		-		-		2,588,409,930		2,588,410		22,248,717			-		(24,761,695	)		75,432

Common stock issued for cash and warrant		-		-		89,600,000		89,600		358,400			-		-			448,000
Common stock issued for cash -adjusted offerring price related to quarter 1st.		-		-		2,500,000		2,500		(2,500	)		-		-			-
Common stock issued for services		-		-		834,000		834		4,166			-		-			5,000
Stock based compensation		-		-		-		-		1,023,688			-		-			1,023,688
Net loss		-		-		-		-		-			-		(1,284,362	)		(1,284,362	)
Balance - June 30, 2022		-		-		2,681,343,930		2,681,344		23,632,471			-		(26,046,057	)	$	267,758
Balance		-		-		2,681,343,930		2,681,344		23,632,471			-		(26,046,057	)	$	267,758

Common stock issued for cash and warrant		-		-		7,846,154		7,846		43,154			-		-			51,000
Stock based compensation		-		-		-		-		373,354			-		-			373,354
Proceeds received shares to be issued		-		-		-		-		-			250,000		-			250,000
Net loss		-		-		-		-		-			-		(573,116	)		(573,116	)
Balance - September 30, 2022		-	$	-		2,689,190,084	$	2,689,190	$	24,048,979		$	250,000	$	(26,619,173	)	$	368,996
Balance		-	$	-		2,689,190,084	$	2,689,190	$	24,048,979		$	250,000	$	(26,619,173	)	$	368,996

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

F-4

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	Nine Months Ended September 30,
	2023			2022
OPERATING ACTIVITIES
Net Loss	$	(1,437,370	)	$	(2,923,738	)
Adjustments to reconcile Net Income to Net Cash provided by operations
Accrued interest – notes receivable		1,503			(919	)
Amortization debt discount - Notes Receivable		(4,876	)		-
Amortization of debt discount – interest expense		127,540			-
Stock based compensation		88,679			2,377,538
Escrow account		(25,000	)		-
Prepaid expenses and other receivable		20,624			(57,968	)
Accounts payable and accrued expenses		275,573			4,009
Due to related party		-			(33,902	)
Net cash provided by operating activities	$	(953,327	)	$	(634,981	)

INVESTING ACTIVITIES

Payments made for acquisition of 369 Hemp	$	(215,150	)		-

Payments made for acquisition of MetaBiogenix (US)		(54,500	)		-
Payments made for acquisition		(54,500	)		-
Investment in short term notes		-			(100,000	)
Prepayments for acquisition – related party		-			(130,000	)
Net cash provided by investing activities	$	(269,650	)		(230,000	)

FINANCING ACTIVITIES
Proceeds from convertible notes		250,000			-
Proceeds from stock subscriptions for shares to be issued		-			250,000
Proceeds from issuance of common stock and warrants		753,250			574,000
Net Cash provided by financing activities	$	1,003,250		$	824,000

Net cash increase for period	$	(219,727	)	$	(40,981	)
Cash at beginning of period	$	226,231		$	232,850
Cash at end of period	$	6,504		$	191,869

Supplemental Cash Flow Information
Cash paid for interest		-			-
Cash paid for taxes		-			-

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

F-5

INDOOR HARVEST CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30,2023

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Organization

Indoor Harvest Corp (the “Company” or “Indoor Harvest”) is a Texas corporation formed on November 23, 2011. Our principal executive office was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739, and such address is used in the interim. We are in the process of establishing new offices.

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

The Company incorporates development of proprietary technology, mergers, acquisitions, strategic partnerships, and joint ventures as part of a broad integration strategy. As a platform, Indoor Harvest Corp. cultivates synergistic partnerships within related industries, providing an opportunity to be part of a more significant play, sharing intellectual capital, technology, access to new capital markets, and liquidity for owners.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities.

Principles of Consolidation

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

F-6

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.

Acquisition deposit

The acquisitions of Hemp369 and MetaBioGenix have not been consummated at this time but are still contemplated. There are no letters or documents suggesting that any of the parties linked thereto have abandoned the transactions and they will move forward and be completed in the near future. For this reason, all payments from the Company are currently classified as acquisition deposit until legal completion of the transactions. Hemp369 and MetaBioGenix has a total of $385,739 and $54,500 of acquisition deposit respectively as of September 30, 2023.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions).

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted the ASU as of January 1, 2022, there were no material impacts to the financial statements.

Reclassification

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

Fair Value of Financial Instruments

As defined in ASC 820 “Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

F-7

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

September 30,2023

Level 1

Level 2

Level 3

Total

Assets:

Notes receivables, net

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

NOTE 2 - GOING CONCERN

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

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

F-8

NOTE 3 – NOTES RECEIVABLE

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

SCHEDULE OF SECURED PROMISSORY NOTES

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

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

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

F-9

NOTE 5 - STOCKHOLDERS’ EQUITY

Common stock

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

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

Shares to be issued

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

Additional paid in capital

Stock Options

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

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

F-10

Valuation

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

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

SCHEDULE OF STOCK OPTION

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Options		Exercise Price		(years)

Outstanding, December 31, 2022		854,000,000	$	0.012		8.56
Granted		180,000,000		0.012		7.32
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, September 30, 2023		1,034,000,000		0.012		7.32

Exercisable options, September 30, 2023		1,034,000,000	$	0.012		7.32

Warrants

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

Valuation

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

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

SCHEDULE OF WARRANTS ACTIVITY

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

F-11

NOTE 6 - NET INCOME (LOSS) PER COMMON SHARE

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.

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

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

SCHEDULE OF DILUTED SECURITIES

	2023		2022
	Nine Months Ended September 30,
	2023		2022

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

F-12

	2023			2022			2023			2022
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net income (loss)	$	(371,694	)	$	(573,116	)	$	(1,437,370	)	$	(2,923,738	)
(Gain) loss on change in fair value of derivatives		-			-			-			-
Interest on convertible debt		-			-			-			-
Net income (loss) - diluted	$	(371,694	)	$	(573,116	)	$	(1,437,370	)	$	(2,923,738	)

Denominator:
Weighted average common shares outstanding		2,831,670,853			2,685,608,144			2,805,584,209			2,636,228,346
Effect of dilutive shares		-			-			-
Diluted		2,831,670,853			2,685,608,144			2,805,584,209			2,636,228,346

Net income (loss) per common share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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

NOTE 7- RELATED PARTY TRANSACTIONS

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

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

F-13

NOTE 8- ACQUISITION

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

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

On April 30, 2023, Indoor Harvest Corp. (“Indoor Harvest”) entered into a Membership Interest and Stock Purchase Agreement with Metabiogenix USA, LLC, a Texas limited liability company (the “Company”), Metabiogenics, Ltd., S.A. de C.V. and other individual members of the Company, (each a “Seller” and collectively the “Sellers”), and Sellers owns all of the issued and outstanding membership interests (the “Membership Interests”) of the Company. The Agreement provides that, subject to the terms and conditions set forth therein, Indoor Harvest will acquire a sixty percent (60%) controlling interest in the Company by acquiring a portion of Sellers’ Membership Interests in the Company.

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

Metabiogenix USA, LLC, is the officially licensed distributor of Metabiox® across the Western Hemisphere (North, South, and Central America), and Spain. Metabiox® was developed by the Japanese Medical Institute and is produced in Japan.

On April 12,2023, the Company’s board of directors approved to issue a convertible note of $312,500 with 20% discount, at rate of 6% per annum and maturity date shall be ninety days after issuance of note (April 12, 2023). The Company’s board of directors also deems it in the best interest of the Company to issue to investor 31,250,000 shares of common stock and a warrant for 31,250,000 shares of common stock with exercise price of $0.01 per share subject to adjustment and for term of five years. Pursuant to the agreement, the Company obtained $180,500 in cash after distribution attorney and brokers fees.

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

NOTE 9- SUBSEQUENT EVENTS

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

F-14

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations

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

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

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

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

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

Revenues

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

Operating Expenses

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

Net Loss

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

Liquidity and Capital Resources

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

Working Capital

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

Cash Flows

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

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

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

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

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

Cash Flow used in Operating Activities

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

Cash Flow used in Investing Activities

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

Cash Flow provided by Financing Activities

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s management, consisting solely of the Company’s Chief Executive Officer, Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were not effective because of the following internal control over financial reporting deficiencies:

● We currently have an insufficient complement of personnel with the necessary accounting expertise and an inadequate supervisory review structure with respect to the requirements and application of US GAAP and SEC disclosure requirements.

● We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

● We currently lack a formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

● Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time we may become involved in various legal proceedings that arise in the ordinary course of business. We are not currently a party to any material legal proceeding.

Item 1A.

Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On August 1, 2022, the Company commenced a private placement offering and entered into subscription agreements with certain accredited investors for the sale of 153,846,154 common shares of the Company’s common stock at $0.0065 per share, and an equal number of Warrants with an exercise price of $0.013 for a total consideration to the Company of $1,000,000. A total of 7,846,154 common shares and warrants were issued and granted, respectively.

Item 3.

Defaults Upon Senior Securities

The Company did not make the necessary payment at maturity to Quick Capital LLC; at the scheduled July 22 due date of convertible note payable. The face value of the loan was $312,500 with a $62,500 OID. In the event of default, the principal of the note is increased by 15%, and the default interest is 15% annum.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

(a) Not applicable.

(b) Not applicable.

Item 6.

Exhibits

The following exhibits are included as part of this report:

		INCORPORATED BY REFERENCE
Exhibit	Description	Form	Exhibit	Filing Date

(31)	Rule 13a-14(a)/15d-14(a) Certifications
*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer

(32)	Section 1350 Certifications
*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer

(101)	Interactive Data Files
*	Inline XBRL Instance Document
*	Inline XBRL Taxonomy Extension Schema Document
*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
*	Inline XBRL Taxonomy Extension Definition Linkbase Document
*	Inline XBRL Taxonomy Extension Label Linkbase Document
*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

†	Management Contract or Compensation Plan

*	Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INDOOR HARVEST CORP.
	(Registrant)

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

Indoor Harvest Corp 10-Q