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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND 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) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
7401
W. Slaughter Lane #5078
Austin,
Texas |
|
78739 |
(Address
of principal executive offices) |
|
(Zip
code) |
Registrant’s
telephone number, including area code:
512-309-1776
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 (§ 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, a 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 |
☒ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on December 31st 2023 was $3,105,704,
based upon the closing price of $ 0.001 of the registrant’s common stock on that date as reported on OTC Markets Group Inc.
As
of December 31st, 2023, there were 3,105,704,056 shares issued and outstanding.
Explanatory
Note
This Amendment No. 1 to our Annual Report on Form
10-K for the year ended December 31, 2023, amends in its entirety the Annual Report on Form 10-K that was originally filed on July 1st,,
2024 (the “Annual Report”), to:
|
● |
comply with (17 CFR 240), which requires annual financial statements included in annual reports on Form 10-K to be reviewed by an independent public accountant using professional standards and procedures for conducting such reviews, as established by PCAOB, |
|
|
|
|
● |
to update financial statements and various other disclosures throughout this quarterly report, |
|
|
|
|
● |
to include the required certifications of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act, and, |
|
|
|
|
● |
to include exhibit 101, for XBRL (eXtensible Business Reporting Language) files. |
This Amendment No. 1 revises the original filing of
the Original Report and does not otherwise reflect events that may have occurred subsequent to the original filing date.
TABLE
OF CONTENTS
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This
Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently
file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make
include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits
of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K
and those reports, statements, information and announcements address activities, events or developments that Indoor Harvest, Corp. (hereinafter
referred to as “we,” “us,” “our,” “our Company” or “Indoor Harvest”) expects
or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always,
made through the use of words or phrases such as “may,” “should,” “could,” “predict,”
“potential,” “believe,” “will likely result,” “expect,” “will continue,”
“anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,”
“would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions
and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning
economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available
to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our
actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation,
government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which
we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.
Certain
risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results
or outcomes to differ materially from those expressed in any forward-looking statements speaks only as of the date on which it is made
and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently
face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise.
There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we
cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating
results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose
all or part of your investment.
The
industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent
industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each
case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always
be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering
process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified
market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a
result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such
data, may not be verifiable or reliable.
PART
I
Item
1. Business.
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 for the year ended 2019. From inception until about August 4, 2017, in summary,
the Company pursued a business of certain engineering, procurement and construction related services as to the indoor and vertical farming
industry and production platforms, mechanical systems and 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 pursuits 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 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”).
On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production and consummated
a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding
membership interests of Alamo CBD, LLC (“Alamo CBD”), a Texas limited liability company. Upon closing of the Alamo Acquisition,
the membership interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company
of Alamo Acquisition Sub. Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist.
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.
Description
of Business
Indoor
Harvest, through its brand name Indoor Harvest®, was focused on leveraging technology and planning on Vertical Farming, Building
Integrated Agriculture, Controlled Environment Agriculture and Aeroponic Cultivation technology with other synergistic enterprises in
the Cannabis industry prior to 2020.
The
2022 business strategy is to position the Company as an integrated consolidation platform for plant-based industry companies focused
on hemp, other hemp-related products, CBD, and other plant-based companies 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.
Our
operational expenditures will be focused on our 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.
Industry
and Regulatory Overview
The
United States federal government regulates drugs through the CSA (21 U.S.C. § 811), which places controlled substances, including
cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and having no medical value.
The United States Federal Drug Administration (“FDA”) has not approved the sale of cannabis for any medical application.
Doctors may not prescribe cannabis for medical use under federal law, however, they can recommend its use under the First Amendment.
In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis will not be denied services or
other medications that are denied to those using illegal drugs.
State
legalization efforts conflict with the CSA, which makes cannabis use and possession illegal on a national level. On August 29, 2013,
the U.S. Department of Justice (“DOJ”) issued a memorandum (the “Cole Memo”) providing that where states and
local governments enact laws authorizing cannabis-related use, and implement strong and effective regulatory and enforcement systems,
the federal government will rely upon states and local enforcement agencies to address cannabis activity through the enforcement of their
own state and local narcotics laws.
On
January 4, 2018, the DOJ suspended the Cole Memo and replaced it with a new Memorandum titled with the subject “Marijuana Enforcement”
from Attorney General Jeff Sessions which provides that each U.S. Attorney has the discretion to determine which types of cannabis-related
cases should be federally prosecuted, thus ending the broad safe harbor provided under the Cole Memo.
In
November 2018, Attorney General Sessions resigned and left the DOJ. As a nominee, Attorney General William Barr testified before the
U.S. Senate and wrote to Congress that, as Attorney General, he would not seek to prosecute cannabis companies that relied on the Cole
Memo and are complying with state law.
As
of April 25, 2019, 34 states, the District of Columbia and Guam allow their citizens to use medical cannabis through de-criminalization.
Within this list of jurisdictions, voters in the States of Alaska, California, Colorado, D.C., Maine, Massachusetts, Nevada, Oregon,
Vermont, and Washington have legalized cannabis for adult recreational use.
The
Company continues to follow and monitor the actions and statements of the Trump administration, the DOJ and Congress’ positions
on federal law and cannabis policy. As the possession and use of cannabis is illegal under the CSA, we could be deemed to be aiding and
abetting illegal activities through the equipment we intend to sell in the U.S. and directly violating federal law if we should begin
producing cannabis under State law. Under federal law, and more specifically the CSA, the possession, use, cultivation, and transfer
of cannabis is illegal. Our equipment could be used by persons or entities engaged in the business of possession, use, cultivation, and/or
transfer of cannabis.
As
a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, could seek to bring an action or actions
against us, including, but not limited to, a claim of aiding and abetting another’s criminal activities or directly violating the
CSA. The federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets,
counsels, commands, induces or procures its commission, is punishable as a principal” (18 U.S.C. §2(a).) Enforcement of federal
law regarding cannabis would likely result in the Company being unable to proceed with our business plans, could expose us to potential
criminal liability and could subject our properties to civil forfeiture which could lead to an entire loss of any investment in the Company.
Any changes in banking, insurance or other business services may also affect our ability to operate our business.
Although the
Company, from 2020 and going forward, intends to focus on plant-based opportunities, hemp businesses, and other ancillary industry companies, changes in the regulatory and legal environment could impact banking, financial,
and other business services crucial to the operations of the business.
Nothing
herein is a legal opinion or a complete or up to date statement on laws, regulations, or policies, especially given the shifting legal
and regulatory landscape.
Changes
in Business Operations
2023
was a continuation of our 2020 restructuring, reorganizing, and repositioning of the business. The Company believes it is positioned
to start executing its business strategy and leveraging the public company to create shareholder value. The recent long-term commitments
of the new management team coupled with a robust business network to support our business initiatives have laid the foundation for the
future. We will be working on branding and continuing to build our team in 2024, once we have our new plans funded.
The current business strategy is to position the Company as an integrated
consolidation platform for opportunities based on the management’s relationships and experience.
On
February 14, 2022, the Company announced a non-binding letter of intent with Electrum Partners, LLC (EP) to acquire certain assets of
EP for an aggregate payment at closing and of a purchase price that will be mutually agreed by the parties based on an independent valuation
of the purchased assets.
On
March 1, 2023, the Company announced an Asset Purchase agreement to acquire certain business assets, including the rights to further
develop business opportunities in various stages of due diligence
Intellectual
Property
The
Company relies on a strategy of a combination of patent law, trademark laws, trade secrets, confidentiality provisions and other contractual
provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. This does not mean these
efforts are up to date or fully effective. The following summarizes certain filings. The Company is currently studying the legal aspects
of these, including recent and past communications from counsel and the patent office, and makes no promise or representation as to this
information which is subject to correction and update.
The
Company’s primary trademark is “Indoor Harvest.” This trademark was registered (Registration Number 4,795,471) in the
United States on August 18, 2015.
The
Company filed a patent application (Serial Number 14/120,275) with the United States patent office related to an invention titled: “modular
aeroponic system and related methods.” The inventor is Chad Sykes, who assigned the patent application to the Company.
We
will research the status of our filings and restructure or update as needed this year.
Plan
of Expanded Operations
The
current business strategy is to position the Company as an integrated consolidation platform for plant-based industry companies focused
on hemp, other hemp-related products, CBD, and other plant-based companies 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.
Sales
and Marketing
We
will be working on branding and building our team in 2023, once we have our new plans funded.
Competition
and Market Position
The
current business strategy is to position the Company as an integrated consolidation platform for plant-based industry companies focused
on hemp, other hemp-related products, CBD, and other plant-based companies 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.
This may be done by asset acquisitions, mergers, joint ventures, or other strategic initiatives.
OTC
Markets
OTC
Markets offer small companies almost comparable benefits of the NYSE or Nasdaq markets, a liquid, secondary trading market, visibility,
access to capital, a public market valuation and the ability for small companies to build their brand and reputation across the network,
at nearly half the cost of an NYSE listing.
We
are positioning to compete with other plant-based and hemp related science and consumer product companies trading on the OTC Markets.
Employees
As
of December 31, 2023, we have 0 full-time employees and use a variety of advisors and consultants.
Governmental
Regulation and Certification
Except
as set forth below, we are not aware of any material governmental regulations or approvals for any of our products or services.
As
the possession and use of cannabis is illegal under the CSA, we could be deemed to be aiding and abetting illegal activities through
the equipment we intend to sell, lease and license in the U.S. to grow cannabis. Additionally, we would be violating federal law should
we begin to manufacture and dispense cannabis under the TCUP. Under federal law, and more specifically the CSA, the possession, use,
cultivation, and transfer of cannabis is illegal. Our equipment could be used by persons or entities engaged in the business of possession,
use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use
of cannabis, could seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another’s
criminal activities or directly violating federal law by manufacturing or distributing cannabis. The federal aiding and abetting statute
provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures
its commission, is punishable as a principal.” However, we do not believe that our plans to license and sell technology as described
herein violates federal law and we believe that we would prevail if any such action were brought against us although there can be no
assurance of this.
Cannabis
is a Schedule-I controlled substance and is illegal under federal law. Even in such states that have legalized the use of cannabis, its
use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use,
strict enforcement of federal law regarding cannabis would likely result in our inability to proceed with our business plan, notably
with respect to our plans for cannabis cultivation, production and research. In addition, our assets, including real property, cash,
equipment and other goods, could be subject to asset forfeiture because cannabis is still illegal at the federal level should we begin
to manufacture and distribute cannabis under the TCUP.
In
February 2017, the Trump administration made announcements that there could be “greater enforcement” of federal laws regarding
cannabis. To this end, on January 4, 2018, the DOJ suspended certain Obama era protections set forth previously in the Cole Memo, as
such term is defined above, which was replaced with a new Memorandum titled with the subject “Marijuana Enforcement” from
Attorney General Jeff Sessions which provides that each U.S. Attorney has the discretion to determine which types of cannabis-related
cases should be federally prosecuted, thus ending the broad safe harbor provided under the Cole Memo. Any such enforcement actions could
have a material adverse effect on our business and results of operations. In November 2018, Attorney General Sessions resigned and left
the DOJ. As a nominee, Attorney General William Barr testified before the U.S. Senate and wrote to Congress that, as Attorney General,
he would not seek to prosecute cannabis companies that relied on the Cole Memo and are complying with state law. The Company plans to
continue to follow and monitor the actions and statements of the Trump administration, the DOJ and Congress’ positions on federal
law and cannabis policy.
The
regulatory environment on a Federal, State, and Local level remains opaque and ever changing. This aspect of business risk is in flux
and our disclosure should not be deemed a legal opinion or interpreted as fully addressing the myriad regulatory challenges inherent
in the industry.
Emerging
Growth Company Status
We
are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We intend to take advantage of all of these exemptions.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay
compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take
advantage of the benefits of this extended transition period.
We
could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity
offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more
than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined
in Rule 12b-2 under the Exchange Act.
Additional
Information
We
are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do
not intend to, deliver an annual report to security holders. Our filings are available, at no charge, to the public at http://www.sec.gov.
The company’s website is www.indoorharvest.com,
ITEM
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and are not required to provide the information under this item.
ITEM
1B. Unresolved Staff Comments.
Smaller
reporting companies are not required to provide the information required by this item.
Item
2. Properties.
Our
Offices
Our
headquarters are pending.
Item
3. Legal Proceedings.
From
time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business. The Company may be subject to one or more claims or suits but to our best and current knowledge, there are no current
suits at this time.
Item
4. Mine Safety Disclosures.
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Trading
History
Our
common stock is quoted on the OTC Markets under the symbol “INQD”. As of December 31, 2023, there were 3,105,704,056
outstanding shares of common stock and approximately 103 shareholders of record. The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of bank,
brokers and other nominees.
Dividends
We
have not paid any cash dividends on our common stock to date. Any future decisions regarding dividends will be made by our Board of Directors.
We do not anticipate paying dividends in the foreseeable future but expect to retain earnings to finance the growth of our business.
Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
condition, contractual restrictions and other factors that the Board of Directors may deem relevant.
There
are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Texas Statutes, however,
prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
|
● |
We
would not be able to pay our debts as they become due in the usual course of business; or |
|
|
|
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● |
Our
total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders
who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation. |
Securities
Authorized for Issuance under Equity Compensation Plans
We
do not have in effect any compensation plans under which our equity securities are authorized for issuance.
Common
Stock
As
of December 31, 2023 and 2022, there were 3,105,704,056 and 2,693,190,084 shares of common stock issued and outstanding.
The
holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our Board of
Directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or rights. Our common stockholders are entitled to one non-cumulative vote per
share on all matters on which stockholders may vote.
All
shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our certificate of incorporation, bylaws
and the applicable statutes of the State of Texas for a more complete description of the rights and liabilities of holders of our securities.
Holders
of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors.
Holders
of Common Stock
We
have 103 shareholders of record for our common stock, as of December 31, 2023.
Preferred
Stock
The
Company has designated 15,000,000 shares of Series A Preferred Stock with a par value of $0.01.
The
stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $1.00, as the same may be equitably adjusted
whenever there may occur a stock dividend, stock split, combination, reclassification or similar event affecting the Series A Convertible
Preferred Stock. There are no dividends payables on the Series A Convertible Preferred Stock. Each holder of outstanding shares of Series
A Convertible Preferred Stock shall be entitled to cast the number of votes for the Series A Convertible Preferred Stock in an amount
equal to the number of whole shares of common stock into which the shares of Series A Convertible Preferred Stock held by such holder
are convertible as of the record date for determining stockholders entitled to vote on such matter
The
Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently
issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00
per common share. The conversion price was automatically adjustable down to the price of the instrument being issued. As a result of
conversions during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share.
As
of December 31, 2020, the 13 preferred shareholders holding 750,000 preferred shares can convert to 12.5 billion shares of common stock,
which was significantly more than the outstanding common stock at that time. As of December 31, 2020, there are currently 2,401,396,041
shares outstanding. The Company has increased its authorized shares to 10 billion shares in May of 2020, addressing the potential Company
control issue if conversion of all the preferred shares were to occur at the same time.
Upon
any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares
of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible
Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to
the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal
to the sum of the Stated Value thereof.
As
at December 31, 2020, there were 750,000 shares of Series A Convertible Preferred Stock issued and outstanding.
On
August 27, 2021, Indoor Harvest Corp (the “Company”) completed an initiative when it entered into a Modification Agreement
(the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges
to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred
shareholders the ability to convert into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the
subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. This Modification is forecasted
to support anti- dilutive measures potentially to the benefit of our shareholders and may allow the Company to proceed with plans relating
to funding needs.
On
November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into
common shares of the Company at $0.0125 in alignment and support of the current management team’s initiatives with the goal of
benefiting shareholders. This agreement was pursued for the benefit of the Company’s common shareholders to mitigate the potential
risk of diluting their shareholding in the event that the Company undertakes additional financing transactions to fund the Company’s
expansion initiatives.
Pursuant
to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and
between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert
all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate
of sixty (60) million restricted common shares. The restricted common shares issued are subject to Rule 144 required holding periods.
Transfer
Agent and Registrar
VStock
Transfer, LLC at 18 Lafayette Place, Woodmere, New York 11598 is the registrar and transfer agent for our common stock. Their telephone
number is (212) 828-8436.
Warrants
There
are 761,003,846 million warrants outstanding as of December 31, 2023.
Options
There
are 1,024 million outstanding options to purchase our securities as of December 31, 2023. These options are held by the current management
team, board of directors, and consultants.
Recent
Sales of Unregistered Securities
During
the year ended December 31, 2022, we issued shares of our common stock that were not registered under the Securities Act, and were not
previously disclosed in a Current Report on Form 8-K or on a Quarterly Reports on Form 10-Q as follows:
During
the year ended December 31, 2021, the Company issued 174,513,889 shares of common stock as follows:
|
● |
16,513,889
shares for conversion of debt of $35,875. |
|
|
|
|
● |
60,000,000
shares for conversion of 750,000 Series A Convertible Preferred stock |
|
|
|
|
● |
98,000,000
shares in private placement offerings |
During
the year ended December 31, 2022, the Company issued 117,280,154 shares of common stock as follows:
|
● |
116,446,154
shares of common stock for the private placements at $0.005 and $0.0065 per share for cash of $600,000. |
|
● |
834,000
shares for consulting service valued at $5,000. |
During
the year ended December 31, 2023, the Company issued 412,513,972 shares of common stock as follows:
| ● | 412,513,972
shares of common stock for the private placements at $0.0065, $0.005, $0.001, $0.000375 per share for cash of $1,212,911. |
Private
Placement
On
February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 shares of
the Company’s common stock, at price of $0.006 per share, for total consideration to the Company of $900,000. On May 12, 2022,
the issuance price was updated to $0.005 per share.
On
March 24, 2022, the Company entered into an agreement with F.E.A. Strategies Group, LLC. as advisory assistance on suitable investment
strategies to raise growth capital for the Company. The Company agreed to settle 50% of the advisory fee with 834,000 shares of restricted
common stock valued at $5,000 for services rendered.
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 of shares was updated 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.
During
the year ended December 31, 2023, in connection with the mentioned private placement offerings, the company received $1,258,911 in
cash proceeds. Out of the $1,258,911, there are $45,000 balances of shares to be issued.
As
of December 31, 2023, and 2022, there were 3,105,704,056 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.
We
relied upon Section 4(a)(2) of the Securities Act of 1933, as amended for the above issuances to U.S. citizens or residents. We believe
that Section 4(a)(2) of the Securities Act of 1933 was available because:
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● |
None
of these issuances involved underwriters, underwriting discounts or commissions. |
|
|
|
|
● |
Restrictive
legends were and will be placed on all certificates issued as described above. |
|
|
|
|
● |
The
distribution did not involve general solicitation or advertising. |
|
|
|
|
● |
The
distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment. |
In
connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all
investors:
|
● |
Access
to all our books and records. |
|
|
|
|
● |
Access
to documents relating to our operations. |
|
|
|
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● |
The
opportunity to obtain any additional information, including information relating to all of our agreements with third parties which
were only oral and not written, to the extent we possessed such information, and including all information necessary to verify the
accuracy of the information to which the investors were given access. |
Prospective
investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us
concerning our business. Prospective Investors were also invited to visit our offices.
Item
6. Selected Financial Data.
Not
required.
Item
7. Management’s Discussion and Analysis Of Financial Condition and Results Of Operations.
The
discussion of our financial condition and results of operations and business and related within this document should be read in conjunction
with our financial statements and the related notes, and other financial information included in this filing. Our Management’s
Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking
statements are, by their very nature, uncertain and risky. Consequently, and because forward-looking statements are inherently subject
to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking
statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise
interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Forward-Looking
Statements
The
following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements
and the related notes, and other financial information included in this filing.
Our
Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.
Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national,
and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make
and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure
to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations
and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability
to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks
that might be detailed from time to time in our filings with the Securities and Exchange Commission.
You
are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to
advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
The
current business strategy continues to be to position the Company as an integrated consolidation platform for plant-based industry companies
focused on hemp, other hemp-related products, CBD, and other plant-based businesses 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 spent the majority of 2021 reorganizing, restructuring, and repositioning the business. In 2022, those efforts have allowed the
company to begin moving forward on its business strategy of developing and acquiring operating businesses, beginning with the letter
of intent announced with Electrum Partners, LLC.
The
Company was funded through a convertible note structure from 2017 into 2019, which allowed the Company to keep being active while we restructure,
reposition and recapitalize the company. We continue to seek funding from other capital sources as we position the company for future
growth.
As
part of the restructuring and recapitalization effort, the Company plans to regularly increases the number of shares of common stock
the Company is authorized to issue. We believe this will enable the Company to raise additional capital by allowing funding sources to
be able to convert debt to shares, a common form of funding, and to utilize shares as currency for future M&A transactions or related
strategic initiatives.
Raising
new capital is critical to the Company going forward and is a primary focus to support the current acquisition and growth strategy.
The
current business strategy continues to be to position the Company as an integrated consolidation platform for plant-based industry companies
focused on hemp, other hemp-related products, CBD, and other plant-based businesses 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.
Our
operational expenditures will primarily focus on review of existing assets, vetting potential merger or acquisition targets and related
due diligence costs, as well as the necessary costs related to being a fully reporting company with the SEC.
On
March 5, 2020, The Company entered into a material definitive agreement with Fincann Corp., a New York corporation (the “Fincann”).
Fincann provides banking related strategies or solutions for the cannabis-related industry through a growing consortium of financial
institutions, to help marijuana-related businesses (MRBs) to access essential banking services without complicated workarounds.
On
February 14, 2022, the Company entered into a non-binding letter of intent with Electrum Partners, LLC (EP) to acquire certain assets
of EP for an aggregate payment at closing and of a purchase price that will be mutually agreed by the parties based on an independent
valuation of the purchased assets.
On
March 1, 2023, the Company announced an Asset Purchase agreement to acquire certain business assets, including intellectual property,
goodwill, and the rights to certain business opportunities in various stages of due diligence from EP.
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 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
Company is in the process of establishing a headquarters.
We
are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements
for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the
sale of securities; and increases the number of shareholders a company must have before becoming subject to the SEC’s reporting
and disclosure rules. We have elected to use the extended transition period for complying with new or revised accounting standards under
Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies. Because of this election, our financial statements
may not be comparable to companies that comply with public company effective dates.
Results
of Operations
The
following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years
ended December 31, 2023 and 2022, which are included herein.
For
the year ended December 31, 2023 compared to the year ended December 31, 2022
Our
operating results for the years ended December 31, 2023 and 2022 and the changes between those periods for the respective items are summarized
as follows:
| |
Years Ended | | |
| | |
| |
| |
December 31, | | |
| | |
| |
| |
2023 | | |
2022 | | |
Change | | |
% | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
| - | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization expense | |
| | | |
| | | |
| - | | |
| - | |
Professional fees | |
| 1,566,940 | | |
| 1,567,352 | | |
| (412 | ) | |
| 0 | % |
General and administrative expenses | |
| 400,473 | | |
| 1,803,461 | | |
| (1,402,988 | ) | |
| (78 | )% |
Total operating expenses | |
| 1,967,414 | | |
| 3,370,813 | | |
| (1,403,399 | ) | |
| (42 | )% |
Loss from operations | |
| (1,967,414 | ) | |
| (3,370,813 | ) | |
| 1,403,399 | | |
| (42 | )% |
Other expense | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 3,373 | | |
| 7,216 | | |
| (3,843 | ) | |
| (53 | )% |
Amortization of OID | |
| (312,500 | ) | |
| - | | |
| (312,500 | ) | |
| 100 | % |
Interest Expense | |
| (360,788 | ) | |
| - | | |
| (360,788 | ) | |
| 100 | % |
Impairment loss | |
| (624,289 | ) | |
| - | | |
| (624,289 | ) | |
| 100 | % |
Total other expense | |
| (1,294,204 | ) | |
| 7,216 | | |
| 1,301,420 | | |
| 18035 | % |
Net loss | |
$ | (3,261,618 | ) | |
$ | (3,363,597 | ) | |
$ | 101,979 | | |
| (3 | )% |
Revenues
During
the years ended December 31, 2023 and 2022, the Company generated no revenue.
Operating
Expenses
Total
operating expenses for the years ended December 31, 2023 and 2022 were $1,967,414 and $3,370,813 respectively, for an aggregate decrease
in expenses of $1,403,399 or 42%. The aggregate decrease is primarily related to General and Administrative Expenses.
Other
Expense
Total
other expense for the year ended December 31, 2023 and 2022 were $(1,294,204) and $7,216, for an increase of $1,301,420 or 18035%. The increase
was primarily related to the issuance of convertible notes of $312,500 and impairment loss of $624,289.
Net
Income
As
a result of the factors discussed above, net loss for the year ended December 31, 2023 was a loss of $3,261,618 as compared to a net loss
of $3,363,597 for the year ended December 31, 2022, which reflects a decrease of $101,979 or 3%.
Liquidity
and Capital Resources
The
following table provides selected financial data about our Company as of December 31, 2023 and December 31, 2022, respectively.
Working
Capital
| |
December 31, | | |
December 31, | | |
| | |
| |
| |
2023 | | |
2022 | | |
Change | | |
% | |
Current assets | |
$ | 37,417 | | |
$ | 433,904 | | |
$ | (396,487 | ) | |
| (91 | )% |
Current liabilities | |
$ | 1,327,085 | | |
$ | 233,378 | | |
$ | 1,093,707 | | |
| 469 | % |
Working capital deficiency | |
$ | (1,289,667 | ) | |
$ | 200,526 | | |
$ | (1,490,193 | ) | |
| (743 | )% |
Cash
Flows
| |
Years Ended | | |
| | |
| |
| |
December 31, | | |
| | |
| |
| |
2023 | | |
2022 | | |
Change | | |
% | |
Cash used in operating activities | |
$ | (518,942 | ) | |
$ | (877,619 | ) | |
$ | 358,677 | | |
| (41 | )% |
Cash used in investing activities | |
$ | (479,289 | ) | |
$ | (305,000 | ) | |
$ | (174,289 | ) | |
| 57 | % |
Cash provided by financing activities | |
$ | 772,000 | | |
$ | 1,176,000 | | |
$ | (404,000 | ) | |
| (34 | )% |
Net Change in Cash During Period | |
$ | (226,231 | ) | |
$ | (6,619 | ) | |
$ | (219,612 | ) | |
| 3318 | % |
As
of December 31, 2023, our Company’s cash balance was $0 and total assets were $37,417. As of December 31, 2022, our Company’s
cash balance was $226,231 and total assets were $578,904. The decrease in total assets was primarily the result of a decrease in financing
activities.
As
of December 31, 2023, our Company had total liabilities of $1,327,085, compared with total liabilities of $233,378 as at December
31, 2022. The increase in total liabilities was primarily related to accrued expense and issuance of convertible notes into fiscal
year end.
As
of December 31, 2023, our Company had a working capital deficiency of $1,289,667 compared with working capital of $200,526 as of December
31, 2022. The increase in working capital deficiency was primarily attributed to a decrease in financing activities.
Cash
Flow from Operating Activities
Net
cash used in operating activities for the year ended December 31, 2023 and 2022 were $(518,942) and $(877,619), respectively, for a
decrease of $358,677. The decrease in net cash used in operating activities is primarily related to business development activities and
operating expenses.
Cash
Flow from Investing Activities
During
the year ended December 31, 2023 and 2022, the Company utilized $(479,289) and $(305,000), respectively, in investing activities.
Cash
Flow from Financing Activities
Net
cash provided by financing activities for the year ended December 31, 2023 and 2022 were $772,000 and $1,176,000, respectively, for an
increase of $404,000. During the year December 31, 2023, the Company received $522,000 through private placements stock subscriptions.
During the year December 31, 2022, the Company received $1,176,000 through private placements
stock subscriptions.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to stockholders
Critical
Accounting Policies and Estimates
For
a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 8.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Not
required.
Item
8. Financial Statements and Supplementary Data.
The
consolidated financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Consolidated
Financial Statements” on page F-1 and included on pages F-2 through F-23.
Item
9 – Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.
On
November 15, 2019, the Company replaced Thayer O’Neal Company with WWC, P.C. as our independent principal accountant to audit the
Company’s financial statements.
Item
9A – Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company’s Chief Executive Officer (the principal executive officer and principal financial officer) have evaluated the effectiveness
of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
December 31, 2023. Based upon such evaluation, Chief Executive Officer (the principal executive officer and principal financial officer)
have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were not effective.
Management’s
Report on Internal Control over Financial Reporting
Under
the supervision and with the participation of our management, including our Chief Executive Officer (the principal executive officer
and principal financial officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as
of December 31, 2023, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013
Framework.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally
accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based
on its evaluation as of December 31, 2023, our management concluded that our internal controls over financial reporting were not effective
as of December 31, 2023 due to the material weaknesses set forth below. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of
the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Because
of the Company’s limited resources, there are limited controls over financial information processing. The Company determined that
its internal control over financial reporting was not effective as of December 31, 2023. The basis for the conclusions that such internal
control was ineffective included the following considerations:
|
● |
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. |
|
|
|
|
● |
Additionally,
there is a lack of 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. |
Material
risks associated with the above issues include the following:
|
● |
Because
the Company currently has insufficient written policies and procedures with regard to financial reporting, this could cause the Company
to be inefficient and potentially encounter errors in preparing its financial reports due to the lack of a written policy for the
company to follow. |
|
|
|
|
● |
Because
there is a lack of formal process and timeline, this cold lead the Company not to be able to timely prepare its financial statements
and could cause it to either file a report late or to a file a report which may contain some errors. |
|
|
|
|
● |
Because
the Company’s management is composed of a small number of persons, there is a lack of segregation of duties. |
This
report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal
control over financial reporting. We were not required to have, nor have we, engaged the Company’s independent registered public
accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual report.
Changes
in Internal Controls over Financial Reporting
There
has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended December 31, 2023 that has materially affected
or is reasonably likely to materially affect our internal control over financial reporting.
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
The
following sets forth our Officers and Directors as of December 31, 2023. The Board of Directors elects our Executive Officers annually.
Our Directors shall be elected for the term of one year, and until their successors are elected and qualified, or until their earlier
resignation or removal. Our Officers also shall be elected for the term of one year, and until a successor is elected and qualified,
or until an earlier resignation or removal. Our Directors and Executive Officers are as follows:
Name |
|
Position
|
|
Age
|
Leslie
Bocskor |
|
Chief
Executive and Chief Financial Officer |
|
58 |
|
|
|
|
|
Keith
Crouch |
|
Director
|
|
47 |
Michael
Blicharski |
|
Director
|
|
42
|
Effective
May 11, 2020, the Company (Registrant) 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.
Effective
August 4, 2021, Board of Directors, voted to formalize employment agreements with Messrs. Bocskor and Rote. Mr. Bocskor will continue
to serve in the CEO and CFO roles, while Benjamin Rote will fulfill the role of Chief Operating Officer as the Company focuses on executing
its acquisitions and business development strategy.
Rick
Gutshall. Mr. Gutshall served as our Interim Chief Executive Officer from August 2017 to February 20, 2018 and has served as
a member of our Board of Directors since August 2017 and served as our Chief Financial Officer from August 2017 to December 2017. Since
2016, Mr. Gutshall has served as Chief Financial Officer of Alamo CBD LLC, and since 1999, he has served as a principal of KW Gutshall
& Associates (“KW Gutshall”). Mr. Gutshall is responsible for personalized financial planning, wealth management and
retirement planning for clients at KW Gutshall and has been a licensed financial advisor since 1997. Mr. Gutshall received his Bachelor
of Business Administration, Management and Operations from Concordia University-Austin in 1997. As a member of the Board, Mr. Gutshall
will contribute the benefits of his executive leadership and management experience in finance, business development, contract negotiations
and public speaking. On February 20, 2018, Mr. Rick Gutshall resigned as Interim Chief Executive Officer of the Company.
Dr.
Lang Coleman. In August 2017, Dr. Lang Coleman was appointed as a member of the Board. Dr. Coleman is a proud disabled Army veteran,
long-time Texas resident, and psychologist specializing in Neuropsychology. Dr. Coleman received his B.S. and M.A. from Austin Peay State
University in Clarksville, Tennessee, his Ph.D. in Clinical Psychology from the University of Kansas, and he attended law school at the
University of Texas at Austin. Dr. Coleman completed his medical internship at William Beaumont Army Medical Center in El Paso, Texas,
and spent 22 years, from 1972 through 1994, in U.S. Army Psychiatry. A pensioned Army Officer and decorated combat veteran, Dr. Coleman
formerly directed soldiers and planned both treatments and evacuations for psychiatric casualties in a theatre of war for over 30,000
soldiers and marines. From his time as an Army Major, he has extensive knowledge and experience with chain of custody in his dealings
with deliverables ranging from drug-testing biological samples to weapons and ordinance and holds the Combat Medical Badge. After serving
17 years, from 1998 through 2015, Dr. Coleman retired as a tenured professor of psychology at St. Philip’s College in San Antonio,
Texas, where he taught Abnormal Psychology and Statistics courses. Dr. Coleman authored curriculum in 1994 for a juvenile justice alternative
education program and licensed the copyright, for one year, to The Key Corporation. The school was successfully launched in Dallas. As
the CEO of Alamo CBD since March 2017, Dr. Coleman has regularly facilitated, sponsored and participated in many community activities.
He has frequently appeared on television and at the Texas State Capital as an advocate for the Compassionate-Use Program. As a member
of the Board, Dr. Coleman will contribute the benefits of his military experience treating veterans with post-traumatic stress disorder,
or PTSD, and other medical conditions and will manage the Company’s medical and science policy and procedures. His contributions
and deep understanding of all aspects of our business and industry will provide considerable experience in developing the Company’s
medical and scientific procedures and policies.
Keith
Crouch. Keith Crouch is a CPG Sales and Marketing leader with in-depth expertise in branded and private label product launches,
currently managing global brand portfolios of over $1.0B across grocery, mass, drug, c-store, and direct to consumer channels. He has
owned, operated and worked with many companies, and has been fortunate enough to enjoy a dynamic award winning sales and management career
that has included aiding in the successful growth of a variety of well-known firms and brands that include: Health Valley Foods, Cliff
Bar, Kraft Foods, Quaker, Nabisco, Kikkoman, Twining’s Tea, Bigelow Tea, Stubbs BBQ, Frontera Foods, Lotus Foods, Sam Mills, Jose
Cuervo, and Branded Entertainment, just to name a few. Mr. Crouch’s experience in CPG makes him an asset to the Board of Directors,
which he has served since June 21, 2022.
Michael
Blicharski. Michael Blicharski is a serial entrepreneur and financial services professional who has enjoyed acquiring and growing
businesses in a variety of industries over a 15-year career including food and beverage distribution and video game development, with
additional experience in non-profit advisory and international trade as both consultant and investor in multiple startups and early-stage
companies. He has worked in spaces that are quite complementary to the hemp space and understands the vision for products that go from
innovative into mainstream markets., which makes him an asset to the Board of Directors. Mr. Blicharski was appointed to the Board of
Directors on June 21, 2022.
Leslie
Bocskor. Mr. Bocskor has been the Company’s CEO and CFO since his appointment on May 20, 2020. He is also the Chairman and
founder of Electrum Partners or “EP.” EP is involved in a variety of related industry ventures and consulting. He is a recognized
industry consultant in the legal cannabis area and interacts with mainstream media often being featured, including Forbes, CNBC, The
Wall Street Journal, and more. He formed Electrum Partners in 2014 and became the founding Chairman of the Nevada Cannabis Industry Association
(NVCIA). He is an active speaker at industry conferences, including the ArcView Group. Leslie began his career at Lehman Brothers and
later went on to co-found Mason Cabot, a New York based investment bank focused on emerging technologies and finance. In 2005, he served
as Managing Partner with Lennox Hill Partners. Bocskor often advised politicians, industry leaders, and investment firms who seek out
his groundbreaking analysis and insight into the cannabis economy.
Family
Relationships
There
are no family relationships between any director or executive officer.
Involvement
in Certain Legal Proceedings
No
officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years,
to our belief, in any of the following:
|
● |
Any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time, |
|
|
|
|
● |
Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses), |
|
|
|
|
● |
Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities, |
|
|
|
|
● |
Being
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
|
|
|
|
● |
Having
any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction
against them as a result of their involvement in any type of business, securities, or banking activity. |
|
|
|
|
● |
Being
the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. |
|
|
|
|
● |
Having
any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking
activity. |
Item
11. Executive Compensation.
The
was no compensation awarded to, earned by, or paid to each named executive officer for the Company’s last completed fiscal year
of 2023 for all services rendered to the Company.
Employment
Agreements
Past
Agreements-Daniel Weadock, Chief Executive Officer and Director
On
February 20, 2018, Mr. Daniel Weadock was appointed Chief Executive Officer and Director of the Company. On February 20, 2018, the Company
entered into an executive employment agreement with Mr. Weadock (the “Weadock Employment Agreement”), pursuant to which Mr.
Weadock agreed to act as the Company’s chief executive officer. Pursuant to the terms of the Weadock Employment Agreement, Mr.
Weadock will initially not receive a salary. However, effective on the business day after the date on which the Company achieves Capitalization
of $2,000,000 or more, Mr. Weadock’s annual base salary will be $100,000. For purposes of the Weadock Employment Agreement, “Capitalization”
means aggregate net cash proceeds received by the Company from (a) the Company’s sale of common stock pursuant to Puts (as such
term is defined in the Investment Agreement dated as of October 12, 2017 by and between the Company and Tangiers Global, LLC (the “Investment
Agreement”)) under the Investment Agreement, and/or (b) any other sale by the Company of common stock or preferred stock, whether
in a public offering or a private placement. In addition, pursuant to the terms of the Weadock Employment Agreement, the Company agreed
to grant Mr. Weadock (i) 300,000 shares of restricted stock as soon as administratively practicable following execution of the Weadock
Employment Agreement, and (ii) 1,584,202 shares of restricted common stock, consistent with the grant and vesting schedule set forth
in the Weadock Employment Agreement; provided, however, that no grant will be made and no shares will be issued with respect to
any grant if Mr. Weadock is not employed by the Company as an executive on the respective Date of Grant as set forth in the Weadock Employment
Agreement. The Weadock Employment Agreement has a term of one year, unless Mr. Weadock’s employment is terminated sooner by the
board of directors, and the term will be extended for additional one-year periods unless the Company or Mr. Weadock gives the other party
at least 30 days’ prior written notice of its intent not to renew.
On
February 20, 2018, the Company also entered into a compensation agreement with Mr. Weadock (the “Director Compensation Agreement”).
Pursuant to the terms of the Director Compensation Agreement, the Company agreed to grant Mr. Weadock an aggregate of 240,000 shares
of restricted shares of common stock of the Company, consistent with the grant and vesting schedule set forth in the Director Compensation
Agreement; provided, however, that no grant will be made and no shares will be issued with respect to any grant, if Mr. Weadock is not
a member of the Company’s board of directors on the respective Date of Grant as set forth in the agreement. If the Company is acquired
by, or merged into and with, another entity prior to the last Date of Vesting set forth in the agreement (i.e. February 23, 2022), all
shares issuable to Mr. Weadock under the Director Compensation Agreement will become fully vested and non-forfeitable. The Company also
agreed to reimburse Mr. Weadock for all reasonable travel and incidental expenses incurred by Mr. Weadock in performing his services
and attending meetings as approved in advance by the Company.
Additionally,
on February 20, 2018, the Company entered into an indemnity agreement with Mr. Weadock (the “Weadock Indemnity Agreement”).
Pursuant to the terms of the Weadock Indemnity Agreement, the Company agreed to use reasonable efforts to obtain and maintain in full
force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from
established and reputable insurers; provided, however, the Company shall have no obligation to obtain or maintain D&O Insurance if
the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or Mr. Weadock is
covered by similar insurance maintained by a subsidiary of the Company. In addition the foregoing, the Company will indemnify Mr. Weadock
from certain third party actions, derivative actions and actions where Mr. Weadock is decreased; provided, however, the Company shall
not be obligated to indemnify Mr. Weadock for actions including, but not limited to, actions initiated by Mr. Weadock, for any action
in which it is determined that the material assertions made by Mr. Weadock in such proceeding were not made in good faith or were frivolous,
for any settlements not authorized by the Company, for any actions on the account of Mr. Weadock’s willful misconduct, and for
any expenses and the payment of profits arising from the purchase and sale Mr. Weadock of securities in violation of Section 16(b) of
the Securities Exchange Act, or any similar successor statute; provided, further that, that the Company shall not be obligated to indemnify
Mr. Weadock for expenses or liabilities of any type whatsoever which have been paid directly to Mr. Weadock pursuant to the Company’s
D&O Insurance policy.
Mr.
Weadock no longer has an employment agreement.
Rick
Gutshall, Former Interim Chief Executive Officer and Current Director
Mr.
Gutshall served as our Interim Chief Executive Officer from August 2017 until February 2018 as a member of our Board of Directors since
August 2017, and as our Chief Financial Officer from August 2017 to December 2017. On August 9, 2017, the Company entered into a director
agreement (the “Gutshall Director Agreement”), employment agreement (the “Gutshall Employment Agreement”) and
an indemnity agreement (the “Gutshall Indemnity Agreement”) with Rick Gutshall. The Gutshall Employment Agreement commenced
on August 9, 2017.
Pursuant
to the terms of the Gutshall Director Agreement, Mr. Gutshall shall serve as a member of the Company’s Board and will receive a
stock award in such amount as determined by the Board upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a financing
pursuant to which the Company receives a minimum of $500,000 in proceeds. In addition, Mr. Gutshall shall be reimbursed for all reasonable
travel and other incidental expenses incurred in the performance of his services, including attendance at meetings, as approved by the
Company.
Pursuant
to the terms of the Gutshall Employment Agreement, Mr. Gutshall agreed to serve as Interim Chief Executive Officer and Chief Financial
Officer of the Company. The initial term of the agreement will expire on August 9, 2018 and commencing on August 9, 2018 and on each
anniversary of such date thereafter, the term of the Gutshall Employment Agreement shall automatically renew for one-year periods, unless
earlier terminated pursuant to the terms of the Gutshall Employment Agreement. In consideration for Mr. Gutshall’s services, the
Board shall determine Mr. Gutshall’s compensation upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a
financing pursuant to which the Company receives a minimum of $500,000 in proceeds. On February 20, 2018, Mr. Rick Gutshall resigned
as Interim Chief Executive Officer of the Company.
Effective
May 15, 2019, the Board of Directors appointed Thomas Cook to act as interim principal accounting officer and principal executive officer
serving in the capacity of interim CEO and interim CFO with non-material arrangements to apply moving forward, including compensation
of $5,000 and 10,000 shares monthly, potential stock and other considerations, indemnifications and reimbursement of expenses. While
Mr. Cook was the acting CEO and CFO, the Company sees him serving in a limited role while it is actively seeking new CEO and CFO candidates
to serve on long term basis, with education and experiences to fit the Company 2020 plans. As of December 31, 2019, the Company recorded
accrued management fee of $9,000. On May 11, 2020, Mr. Cook resigned his positions with the Company.
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 one-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.
Retirement
Benefits
We
do not currently provide our named executive officers with supplemental or other retirement benefits.
Outstanding
Equity Awards at December 31, 2023
As
of December 31, 2021, the Company granted stock options to Messrs. Bocskor, Rote and Forchic in recognition of their contributions. On
August 4, 2021, 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.
Director
Compensation
During
the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10
million shares of common stock, for a total of 20 million shares, at a price of $0.01 per share of common stock. Such options will vest
quarterly with the first quarter vesting upon the grant date. Each director is due to be paid $25,000 annually.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table illustrates the year-end potential fully diluted shares as of December 31, 2023 and 2022.
For
the year ended December 31, 2023 and 2022, 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.
| |
Years ended | |
| |
December 31, | |
| |
2023 | | |
2022 | |
| |
(shares) | | |
(shares) | |
| |
| | |
| |
Series A Preferred Stock | |
| 0 | | |
| 0 | |
Convertible notes | |
| 507,896 | | |
| 0 | |
Stock Options | |
| 1,024,000,000 | | |
| 854,000,000 | |
Warrants | |
| 761,003,846 | | |
| 116,446,154 | |
| |
| 1,785,511,742 | | |
| 970,446,154 | |
The
following table sets forth the ownership, as of the this date of our common stock by each person known by us to be the beneficial owner
of more than 5% of our outstanding common stock, our director, and our executive officer and director as a group. To the best of our
knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are
no pending or anticipated arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person
is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as
to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise
of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same
securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares
beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment
power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person
has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage
may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe
that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The
business address of the shareholders is 7401 W. Slaughter Lane #5078, Austin, Texas 78739.
Certain
Ownership Table(1)
Name | |
Number of Shares of Common Stock | | |
Percentage | |
Leslie Bocskor (3) | |
| 65,552 | | |
| 0.002111 | % |
Rick Gutshall (4) | |
| 758,401 | | |
| 0.024420 | % |
Lang Coleman (5) | |
| 1,317,528 | | |
| 0.042423 | % |
All executive officers and directors as a group (4 persons) | |
| 2,141,481 | | |
| 0.068953 | % |
| |
| | | |
| | |
Benjamin Coleman | |
| 1,317,528 | | |
| 0.042423 | % |
1.
The percentages are based on the total issued common stock as of December 31, 2023 of 3,105,704,056.
2.
Mr. Bocskor is both Chief Executive Officer and Chief Financial Officer.
3.
Mr. Gutshall is a Director.
4.
Mr. Coleman is a Director.
This
table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject
to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
On
August 4, 2021, Leslie Bocskor was appointed Chief Executive Officer. Mr. Bocskor held the position of CEO since May 20, 2020, but did
not have a formal employment agreement with the Company. Pursuant to the terms of Mr. Bocskor’s employment agreement (the “Bocskor
Agreement”), Mr. Bocskor receives an annual base salary of $240,000, subject to review and adjustment by the Company in its sole
discretion. In connection with the Bocskor Agreement, Mr. Bocskor was also granted an option to purchase 300,000,000 shares of the Company’s
common stock pursuant to a Stock Option Agreement attached as Exhibit B to the Bocskor Agreement. Mr. Bocskor served and continues to
serve as Executive Chairman of Electrum Partners.
Mr.
Bocskor is also eligible for a discretionary annual cash bonus of up to fifty (50%) percent of his base salary, subject to the Company’s
sole discretion. Mr. Bocskor’s eligibility for his bonus will be dependent on his continuous performance of services to the Company
and meeting certain performance targets and goals set by the Board in advance of, or within the first quarter, of each calendar year.
Any bonus shall be subject to any incentive compensation plan adopted by the Company.
Weadock
Employment Agreement
On
February 20, 2018, Mr. Daniel Weadock was appointed Chief Executive Officer and Director of the Company. On February 20, 2018, the Company
entered into an executive employment agreement with Mr. Weadock (the “Weadock Employment Agreement”), pursuant to which Mr.
Weadock agreed to act as the Company’s chief executive officer. Pursuant to the terms of the Weadock Employment Agreement, Mr.
Weadock initial will not receive a salary. However, effective on the business day after the date on which the Company achieves Capitalization
(as hereinafter defined) of $2,000,000 or more, Mr. Weadock’s annual base salary will be $100,000. For purposes of the Weadock
Employment Agreement, “Capitalization” means aggregate net cash proceeds received by the Company from (a) the Company’s
sale of common stock pursuant to Puts (as such term is defined in the Investment Agreement dated as of October 12, 2017 by and between
the Company and Tangiers Global, LLC (the “Investment Agreement”)) under the Investment Agreement, and/or (b) any other sale
by the Company of common stock or preferred stock, whether in a public offering or a private placement. In addition, pursuant to the
terms of the Weadock Employment Agreement, the Company agreed to grant Mr. Weadock (i) 300,000 shares of restricted stock as soon as
administratively practicable following execution of the Weadock Employment Agreement, and (ii) 1,584,202 shares of restricted common
stock, consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no
shares will be issued with respect to any grant if Mr. Weadock is not employed by the Company as an executive on the respective Date
of Grant as set forth in the agreement. The Weadock Employment Agreement has a term of one year, unless Mr. Weadock’s employment
is terminated sooner by the board of directors, and the term will be extended for additional one-year periods unless the Company or Mr.
Weadock gives the other party at least 30 days’ prior written notice of its intent not to renew. On February 20, 2018, the Company
also entered into a compensation agreement with Mr. Weadock (the “Director Compensation Agreement”).Pursuant to the terms
of the Director Compensation Agreement, the Company agreed to grant Mr. Weadock an aggregate of 240,000 shares of restricted common stock,
consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no shares
will be issued with respect to any grant, if Mr. Weadock is not a member of the Company’s board of directors on the respective
Date of Grant as set forth in the agreement. If the Company is acquired by, or merged into and with, another entity prior to the last
Date of Vesting set forth in the agreement (i.e. February 23, 2022), all shares issuable to Mr. Weadock under the Director Compensation
Agreement will become fully vested and non-forfeitable. The Company also agreed to reimburse Mr. Weadock for all reasonable travel and
incidental expenses incurred by Mr. Weadock in performing his services and attending meetings as approved in advance by the Company.
Also, on February 20, 2018, the Company also entered into an indemnity agreement with Mr. Weadock (the “Weadock Indemnity Agreement”).
Pursuant to the terms of the Indemnity Agreement, the Company agreed to use reasonable efforts to obtain and maintain in full force and
effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established
and reputable insurers; provided, however, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company
determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to
the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or Mr. Weadock is covered
by similar insurance maintained by a subsidiary of the Company. In addition the foregoing, the Company will indemnify Mr. Weadock from
certain third party actions, derivative actions and actions where Mr. Weadock is decreased; provided, however, the Company shall not
be obligated to indemnify Mr. Weadock for actions including, but not limited to, actions initiated by Mr. Weadock, for any action in
which it is determined that the material assertions made by Mr. Weadock in such proceeding were not made in good faith or were frivolous,
for any settlements not authorized by the Company, for any actions on the account of Mr. Weadock’s willful misconduct, and for
any expenses and the payment of profits arising from the purchase and sale Mr. Weadock of securities in violation of Section 16(b) of
the Securities Exchange Act, or any similar successor statute; provided, further that, that the Company shall not be obligated to indemnify
Mr. Weadock for expenses or liabilities of any type whatsoever which have been paid directly to Mr. Weadock pursuant to the Company’s
D&O Insurance policy.
Effective
May 15, 2019, the Registrant mutually and amicably arranged with departing officer and Director Daniel Weadock, for him to transition
becoming an advisor to the Registrant. Thus, Mr. Weadock no longer serves in any officer or Director capacity. As part of a non-material
arrangement, subject to the Board monthly requests, Mr. Weadock focuses include consulting on potential acquisitions, among other things.
The Board confirmed typical consulting arrangements to apply moving forward, including some shares of common stock, 100,000, potential
future stock and other considerations, indemnifications, and reimbursement of expenses.
Management
Effective
May 15, 2019, the Board of Directors appointed Thomas Cook to act as interim principal accounting officer and principal executive officer
serving in the capacity of interim CEO and interim CFO with non-material arrangements to apply moving forward, including compensation
of $5,000 and 10,000 shares monthly, potential stock and other considerations, indemnifications and reimbursement of expenses. While
Mr. Cook was the acting CEO and CFO, the Company sees him serving in a limited role while it is actively seeking new CEO and CFO candidates
to serve on long term basis, with education and experiences to fit the Company 2020 plans. As of December 31, 2019, the Company recorded
accrued management fee of $9,000. On May 11, 2020, Mr. Cook resigned his positions with the Company.
Effective
May 11, 2020, the Company (Registrant) 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.
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 one-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. As of December 31, 2021,
Messrs. Bocskor, Rote and Forchic had voluntarily forfeited the cash compensation portion of their compensation agreements until such
time that it is in the best interests of the Company.
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.
Convertible
Promissory Note
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.
Director
Independence
Our
board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used
in Item 7(d)(3) (iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of
the NASDAQ Marketplace Rules.
Item
14. Principal Accountant Fees and Services.
WWC,
Professional Corporation, was our independent auditor for the year ended December 31, 2023.
The
following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for the fiscal years ended
December 31, 2023 and 2022.
| |
2023 | | |
2022 | |
Audit fees | |
$ | 19,535 | | |
$ | 17,500 | |
Audit-related fees | |
| - | | |
| - | |
Tax fees | |
| - | | |
| - | |
All other fees | |
| - | | |
| - | |
Total | |
$ | 19,535 | | |
$ | 17,500 | |
As
defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit
of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related
fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are
fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all
other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit
fees,” “audit-related fees,” and “tax fees.”
Under
applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors
in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services
that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration
of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve
the audit and non-audit services performed by the independent auditors.
Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and
permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate
pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full
Audit Committee at its next scheduled meeting.
PART
IV
Item
15. Exhibits and Financial Statement Schedules.
(a) |
1.
Financial Statements |
The
consolidated financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Consolidated
Financial Statements” on page F-1 and included on pages F-2 through F-19.
2.
Financial Statement Schedules
All
schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions,
are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included
herein.
3.
Exhibits
Exhibit |
|
Description |
|
|
|
2.1 |
|
Agreement and Plan of Merger and Reorganization. (Incorporated by reference to exhibit 10.1 in the Registrant’s Form 8- K filed on August 4, 2017). |
|
|
|
2.2 |
|
Certificate of Merger. (Incorporated by reference to exhibit 3.1 in the Registrant’s Form 8-K filed on August 29, 2017). |
|
|
|
2.3 |
|
Certificate of Correction. (Incorporated by reference to exhibit 3.1 in the Registrant’s Form 8-K filed on September 12, 2017). |
|
|
|
3.1 |
|
Articles of Incorporation – Indoor Harvest, Corp. (Incorporated by reference to exhibit 3.1 in the Registrant’s Form S-1 filed on March 5, 2014). |
|
|
|
3.2 |
|
Bylaws – Indoor Harvest, Corp. (Incorporated by reference to exhibit 3.2 in the Registrant’s Form S-1 filed on March 5, 2014). |
|
|
|
3.4 |
|
Amended Bylaws – Indoor Harvest, Corp. (Incorporated by reference to exhibit 99.1 in the Registrant’s Form 8-K filed on May 23, 2017). |
|
|
|
4.1 |
|
Form of common stock Certificate of Indoor Harvest, Corp. (Incorporated by reference to exhibit 4.1 in the Registrant’s Form S-1 filed on March 5, 2014). |
|
|
|
4.2 |
|
Indoor Harvest 2015 Stock Award Plan. (Incorporated by reference to Ex. 4.3 in the Registrant’s Registration Statement on Form S-8 filed on January 21, 2015, as amended). |
10.1 |
|
Executive Employment Agreement dated February 20, 2018 between Indoor Harvest Corp and Daniel Weadock. (Incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2018). |
|
|
|
10.2 |
|
Compensation Agreement dated February 20, 2018 between Indoor Harvest Corp and Daniel Weadock. (Incorporated by reference to exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2018). |
|
|
|
10.3 |
|
Indemnity Agreement dated February 20, 2018 by and between Indoor Harvest Corp and Daniel Weadock. (Incorporated by reference to exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2018). |
|
|
|
10.4 |
|
Executive Employment Agreement dated August 4, 2021 between Indoor Harvest Corp. and Leslie Bocskor. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2021). |
|
|
|
10.5 |
|
Executive Employment Agreement dated August 4, 2021 between Indoor Harvest Corp. and Benjamin Rote. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2021). |
|
|
|
10.6 |
|
Advisor Agreement dated August 4, 2021 between Indoor Harvest Corp. and Dennis Forchic. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2021). |
|
|
|
21.1 |
|
Subsidiary – IHC Consulting, Inc. ( SEC Form 8-K filed on August 14, 2019) |
|
|
|
31.1* |
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1* |
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2* |
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS* |
|
Inline
XBRL INSTANCE DOCUMENT |
|
|
|
101.SCH* |
|
Inline
XBRL TAXONOMY EXTENSION SCHEMA |
|
|
|
101.CAL* |
|
Inline
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
|
|
|
101.DEF* |
|
Inline
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
|
|
|
101.LAB* |
|
Inline
XBRL TAXONOMY EXTENSION LABEL LINKBASE |
|
|
|
101.PRE* |
|
Inline
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Dated:
July 12, 2024 |
INDOOR
HARVEST CORP |
|
|
|
|
By: |
/s/
Leslie Bocskor |
|
|
Leslie
Bocskor |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer, principal financial officer, and principal accounting officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/
Keith Crouch |
|
Director |
|
July 12, 2024 |
Keith
Crouch |
|
|
|
|
|
|
|
|
|
/s/
Michael Blicharski |
|
Director |
|
July 12, 2024 |
Michael
Blicharski |
|
|
|
|
INDOOR
HARVEST CORP
Consolidated
Financial Statements
December
31, 2023 and 2022
Report
of Independent Registered Public Accounting Firm
To: |
The
Board of Directors and Stockholders of |
|
Indoor
Harvest Corp |
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Indoor Harvest Corp and its subsidiaries (the “Company”) as
of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’
equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Emphasis
of Matter – Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022,
the Company had incurred substantial losses, and had an accumulated deficit and had net cash outflows in operating activities which gave
rise to substantial doubt regarding the Company’s ability to continue as a going concern. As discussed in Note 2 to the financial
statements, as of December 31, 2023, the Company’s had a negative net working capital position and continued to incur substantial
losses and net cash outflows in operating activities; accordingly, the substantial doubt regarding the Company’s ability to continue
as going concern was not alleviated and still exists; however, management is closely monitoring the situation; its plan to address this
substantial doubt in set forth in Note 2. These financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment
on acquisition deposit: During the audit of the year ended December 31, 2023, auditors noted that there was a deposit paid towards
an acquisition which has not been completed. We inquired management, reviewed available relevant documentation and performed analysis
of the qualitative factors; it was determined that it is unlikely that the transaction will be completed. The deposit asset is neither
recoverable nor is it expected to bring future benefit to the Company and that full impairment was reasonable.
Valuation
of Stock option: As described further in Notes 5 to the financial statements, the Company granted the board members, certain consultants
and advisors stock options as compensation for their services rendered. The Company utilized a e Black-Scholes model to determine the
fair value of the stock options, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest
rate. Auditors determined the assessment of the fair values of the stock options as a critical audit matter due to the significant judgements
used by the Company in determining the fair value of the stock options. Auditing the valuation of the stock options involved a high degree
of auditor judgement and specialized skills and knowledge were needed.
Our
audit procedures consisted of the following, among others:
| ● | Reviewing the stock option agreement to verify the terms and amount of the stock option issued. |
| ● | Evaluating
the appropriateness of the Black-Scholes model used by the Company to value the stock options. |
| ● | Testing
the reasonableness of the assumptions used by the Company in the Black-Scholes model including
exercise price, term, expected volatility, and risk-free interest rate. |
| ● | Testing
the accuracy and completeness of data used by the Company in developing the assumptions used
in the Black-Scholes model. |
|
|
WWC,
P.C. |
|
Certified
Public Accountants |
|
PCAOB
ID: 1171 |
|
We
have served as the Company’s auditor since November 26, 2019
San
Mateo, California
July
15, 2024
INDOOR HARVEST CORP
Consolidated Balance Sheets
| |
December 31, | | |
December 31, | |
| |
2023 | | |
2022 | |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash | |
$ | - | | |
$ | 226,231 | |
Notes receivable, net | |
| - | | |
| 163,588 | |
Prepaid expenses and other receivable | |
| 37,418 | | |
| 44,085 | |
Total Current Assets | |
| 37,418 | | |
| 433,904 | |
| |
| | | |
| | |
Prepayment for acquisition-related party | |
| - | | |
| 145,000 | |
TOTAL ASSETS | |
$ | 37,418 | | |
$ | 578,904 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 855,991 | | |
$ | 233,378 | |
Convertible notes payable, net of debt discount of $0 | |
| 471,094 | | |
| - | |
Total Current Liabilities | |
| 1,327,085 | | |
| 233,378 | |
| |
| | | |
| | |
Total Liabilities | |
| 1,327,085 | | |
| 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; 3,105,704,056 and 2,693,190,084 shares issued
and outstanding, respectively | |
| 3,105,704 | | |
| 2,693,190 | |
Additional paid in capital | |
| 25,394,278 | | |
| 24,135,367 | |
Shares to be issued | |
| 531,000 | | |
| 576,000 | |
Accumulated deficit | |
| (30,320,649 | ) | |
| (27,059,031 | ) |
Total Stockholders’ Equity | |
| (1,289,667 | ) | |
| 345,526 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 37,418 | | |
$ | 578,904 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
INDOOR HARVEST CORP
Consolidated Statement of Operations
| |
2023 | | |
2022 | |
| |
Years Ended | |
| |
December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Revenue | |
$ | - | | |
$ | - | |
Cost of sales | |
| - | | |
| - | |
Gross Profit (Loss) | |
| - | | |
| - | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
Professional fees | |
| 1,566,940 | | |
| 1,567,352 | |
General and administrative | |
| 400,473 | | |
| 1,803,461 | |
Total Operating Expenses | |
| 1,967,413 | | |
| 3,370,813 | |
| |
| | | |
| | |
Loss from operations | |
| (1,967,413 | ) | |
| (3,370,813 | ) |
| |
| | | |
| | |
Other Income (Expense) | |
| | | |
| | |
Interest income | |
| 3,373 | | |
| 7,216 | |
Amortization of OID | |
| (312,500 | ) | |
| - | |
Interest Expense | |
| (360,788 | ) | |
| - | |
Impairment loss | |
| (624,289 | ) | |
| - | |
Total other income (expenses) | |
| (1,294,204 | ) | |
| 7,216 | |
| |
| | | |
| | |
| |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net income (loss) | |
$ | (3,261,618 | ) | |
$ | (3,363,597 | ) |
| |
| | | |
| | |
Comprehensive income (Loss) | |
$ | (3,261,618 | ) | |
$ | (3,363,597 | ) |
| |
| | | |
| | |
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 | |
| 2,913,802,800 | | |
| 2,695,718,387 | |
Diluted | |
| 3,001,440,165 | | |
| 2,695,718,387 | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
INDOOR
HARVEST CORP
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| |
Number
of
Shares | | |
Amount | | |
Number
of
Shares | | |
Amount | | |
Additional
Paid in
Capital | | |
Share
to be
issued | | |
Accumulated
Deficit | | |
Total
Stockholders’
Equity | |
| |
Series A Convertible | | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
| | |
| | |
| | |
| |
| |
Number
of
Shares | | |
Amount | | |
Number
of
Shares | | |
Amount | | |
Additional
Paid in
Capital | | |
Share
to be
issued | | |
Accumulated
Deficit | | |
Total
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 warrants | |
| - | | |
| - | | |
| 116,446,154 | | |
| 116,446 | | |
| 483,554 | | |
| - | | |
| - | | |
| 600,000 | |
Common stock issued for services | |
| - | | |
| - | | |
| 834,000 | | |
| 834 | | |
| 4,166 | | |
| - | | |
| - | | |
| 5,000 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,436,926 | | |
| - | | |
| - | | |
| 2,436,926 | |
Proceeds received shares to be issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 576,000 | | |
| - | | |
| 576,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| (3,363,597 | ) | |
| (3,363,597 | ) |
Balance - December 31, 2022 | |
| - | | |
$ | - | | |
| 2,693,190,084 | | |
$ | 2,693,190 | | |
$ | 24,135,267 | | |
$ | 576,000 | | |
$ | (27,058,931 | ) | |
$ | 345,526 | |
Balance | |
| - | | |
$ | - | | |
| 2,693,190,084 | | |
$ | 2,693,190 | | |
$ | 24,135,267 | | |
$ | 576,000 | | |
$ | (27,058,931 | ) | |
$ | 345,526 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for cash and warrant | |
| - | | |
| - | | |
| 172,230,769 | | |
| 172,231 | | |
| 524,769 | | |
| - | | |
| - | | |
| 697,000 | |
Common stock issued for services | |
| - | | |
| - | | |
| 100,000,000 | | |
| 100,000 | | |
| 20,000 | | |
| - | | |
| - | | |
| 120,000 | |
Common stock issued for convertible note | |
| - | | |
| - | | |
| 31,250,000 | | |
| 31,250 | | |
| 218,750 | | |
| - | | |
| - | | |
| 250,000 | |
Common stock issued for default interest | |
| - | | |
| - | | |
| 109,033,203 | | |
| 109,033 | | |
| 54,517 | | |
| - | | |
| - | | |
| 163,550 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 440,875 | | |
| - | | |
| - | | |
| 440,875 | |
Proceeds received shares to be issued | |
| | | |
| | | |
| - | | |
| | | |
| - | | |
| (45,000 | ) | |
| | | |
| (45,000 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| (3,261,618 | ) | |
| (3,261,618 | ) |
Balance - December 31, 2023 | |
| - | | |
$ | - | | |
| 3,105,704,056 | | |
$ | 3,105,704 | | |
$ | 25,394,178 | | |
$ | 531,000 | | |
$ | (30,320,649 | ) | |
$ | (1,289,667 | ) |
Balance | |
| - | | |
$ | - | | |
| 3,105,704,056 | | |
$ | 3,105,704 | | |
$ | 25,394,178 | | |
$ | 531,000 | | |
$ | (30,320,649 | ) | |
$ | (1,289,667 | ) |
The
accompanying notes are an integral part of these audited consolidated financial statements.
INDOOR
HARVEST CORP
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
| | |
| |
| |
Years Ended
December 31, | |
| |
2023 | | |
2022 | |
Cash
Flows from Operating Activities: | |
| | | |
| | |
Net
income (loss) | |
$ | (3,261,618 | ) | |
$ | (3,363,597 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization expense | |
| 312,500 | | |
| - | |
Interest expenses | |
| 322,144 | | |
| | |
Impairment loss | |
| 624,289 | | |
| - | |
Stock based compensation | |
| 690,875 | | |
| 2,441,926 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses and other receivable | |
| 170,256 | | |
| (37,706 | ) |
Accounts payable and accrued expenses | |
| 629,645 | | |
| 122,876 | |
Due to related party | |
| - | | |
| (33,902 | ) |
Net Cash used in Operating Activities | |
| (511,909 | ) | |
| (870,403 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Investment
in 369 Hemp | |
| (429,289 | ) | |
| - | |
Investment
in Metabiogenix (US) | |
| (50,000 | ) | |
| (160,000 | ) |
Prepayments for acquisition - related party | |
| - | | |
| (145,000 | ) |
Net Cash used in Investing Activities | |
| (479,289 | ) | |
| (305,000 | ) |
| |
| | | |
| | |
Cash
Flows from Financing Activities: | |
| | | |
| | |
Proceeds from convertible notes | |
| 250,000 | | |
| - | |
Proceeds from stock subscriptions for shares to be issued | |
| 401,000 | | |
| 576,000 | |
Proceeds from issuance of common stock and warrants | |
| 121,000 | | |
| 600,000 | |
Net
Cash provided by Financing Activities | |
| 772,000 | | |
| 1,176,000 | |
| |
| | | |
| | |
Net
change in cash | |
| (219,198 | ) | |
| 597 | |
Cash, beginning of period | |
| 226,231 | | |
| 232,850 | |
Cash, end of period | |
$ | (0 | ) | |
$ | 226,231 | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | - | |
Cash paid for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-Cash Investing and Financing Activities: | |
| | | |
| | |
Common stock and warrants issued from shares to be issued | |
$ | 576,000 | | |
$ | - | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
INDOOR
HARVEST CORP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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 Indoor Harvest Corp. and its wholly-owned subsidiaries, Alamo CBD and IHC.
All significant inter-company accounts and transactions have been eliminated in consolidation.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.
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).
(Loss)
Income per Share
Basic
income (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each
period. Diluted income (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.
For
the years ended December 31, 2023 and 2022, respectively, the following common stock equivalents were excluded from the computation of
diluted net loss per share as the result of the computation was anti-dilutive.
SCHEDULE
OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| |
2023 | | |
2022 | |
| |
Years Ended December 31, | |
| |
2023 | | |
2022 | |
| |
(shares) | | |
(shares) | |
| |
| | |
| |
Series A Preferred Stock | |
| - | | |
| - | |
Convertible notes | |
| 140,283,203 | | |
| - | |
Warrant | |
| 761,003,846 | | |
| - | |
Stock option | |
| 1,024,000,000 | | |
| 820,000,000 | |
Anti dilutive Securities | |
| 1,925,287,049 | | |
| 820,000,000 | |
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 December 31, 2023 and 2022, measured at fair value on a recurring basis:
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
December 31, 2023 | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | | |
| | | |
| | | |
| | |
None | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Notes receivables, net | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Convertible notes, net | |
$ | - | | |
$ | - | | |
$ | 471,904 | | |
$ | 471,904 | |
December 31, 2022 | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | | |
| | | |
| | | |
| | |
Notes receivables, net | |
$ | - | | |
$ | - | | |
$ | 163,588 | | |
$ | 163,588 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
None | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Convertible notes, net | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Income
Taxes
The
Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities
and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The
Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted
tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse.
ASC
740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also,
the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained
upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company
files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open
to examination by U.S. federal and state tax jurisdictions.
On
December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax
Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff
issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the
necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the
effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation
of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional
amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional
guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded
to the provisional amounts will be included in income from operations as an adjustment to tax expense.
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 December 31, 2023 and 2022, the Company did not have any derivative
instruments that were designated as hedges.
Adoption
of New Accounting Standards
Effective
January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“ROU”)
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the
lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated
balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The adoption of
this standard did not have a significant impact on the financial statements.
Recent
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, 2022, including interim periods within those fiscal years. Early adoption is permitted.
NOTE
2 - GOING CONCERN
As
reflected in the accompanying consolidated financial statements, the Company had net cash used in operations of $(511,909)
and has an accumulated deficit of $30,320,649,
for the year ended December 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going
concern.
The
ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions,
mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through
debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing
existence of the business.
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going
concern.
NOTE
3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts
payable and accrued liabilities at December 31, 2023 and 2022 are as follows:
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| |
December 31, 2023 | | |
December 31, 2022 | |
Accounts payable | |
$ | (569,844 | ) | |
$ | (139,603 | ) |
Credit card | |
| (6,800 | ) | |
| (7,877 | ) |
Accrued expenses | |
| (213,377 | ) | |
| (85,898 | ) |
Accrued management fee | |
| (29,167 | ) | |
| 0 | |
Accrued interest | |
| (36,803 | ) | |
| 0 | |
Total accounts payable
and accrued liabilities | |
$ | (855,991 | ) | |
$ | (233,378 | ) |
NOTE
4 - RELATED PARTY TRANSACTIONS
Management
During
the year ended December 31, 2023 the Company recorded an impairment loss of $624,289 to impair the prepayment of $145,000 for acquisition
of Electrum Partners LLC; of $429,289 deposit on acquisition of Hemp 369; and of $50,000 deposit on acquisition of MetaBioGenix
During
the year ended December 31, 2023 and 2022, the Company paid professional fees of $1,566,940
and $1,567,352 respectively.
NOTE
5 - STOCKHOLDERS’ 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. |
The
Company financials have been presented assuming that the increase in authorized was in effect from the first period presented.
On
October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $10,000 issued September 28,
2020 into 5,125,000 restricted shares of the Company’s common stock.
On
November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into
common shares of the Company at $0.0125 in alignment and support of the current management team’s initiatives with the goal of
benefiting shareholders. This agreement was pursued for the benefit of the Company’s common shareholders to mitigate the potential
risk of diluting their shareholding in the event that the Company undertakes additional financing transactions to fund the Company’s
expansion initiatives.
Pursuant
to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and
between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert
all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate
of sixty (60) million restricted common shares. The restricted common shares issued are subject to Rule 144 required holding periods.
On
November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million
(16,000,000) common shares of the Company, par value of $0.001 per share, for a total consideration to the Company of Two Hundred Thousand
($200,000) Dollars. The issued shares will be restricted under Rule 144 required holding periods. The Company intends to use the net
proceeds from the sale for general corporate purposes and working capital.
On
November 9, the Company converted the $25,000 10% Fixed Convertible Promissory Note, including interest, issued on August 9, 2022 into
11,388,889 common shares. The issued shares will be restricted under Rule 144 required holding periods.
Preferred
Stock
Series
A Convertible Preferred Stock
The
Company has designated 15,000,000 shares of Series A Preferred Stock with a par value of $0.01.
The
stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $1.00, as the same may be equitably adjusted
whenever there may occur a stock dividend, stock split, combination, reclassification or similar event affecting the Series A Convertible
Preferred Stock. There are no dividends payable on the Series A Convertible Preferred Stock. Each holder of outstanding shares of Series
A Convertible Preferred Stock shall be entitled to cast the number of votes for the Series A Convertible Preferred Stock in an amount
equal to the number of whole shares of common stock into which the shares of Series A Convertible Preferred Stock held by such holder
are convertible as of the record date for determining stockholders entitled to vote on such matter
The
Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently
issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00
per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result
of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share.
Upon
any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares
of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible
Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to
the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal
to the sum of the Stated Value thereof.
On
August 27, 2021, the Company completed an initiative when it entered into a Modification Agreement (the “Modification”) in
cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management
team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into
common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future
equity raise greater than Five Hundred Thousand ($500,000) Dollars. On November 8, 2021, the Company amended the conversion price to
$0.0125. This Modification is forecasted to support anti- dilutive measures potentially to the benefit of our shareholders and may allow
the Company to proceed with plans relating to funding needs.
During
the year ended December 31, 2021, 750,000 shares of Series A Convertible Preferred Stock were converted into 60,000,000 shares of common
stock. The corresponding derivative liability at the date of conversion of $738,000 was settled through additional paid in capital.
As
of December 31, 2022 and 2021, there were zero shares of Series A Convertible Preferred Stock issued and outstanding.
Common
Stock
Each
common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation
is sought.
During
the year ended December 31, 2022, the Company issued 117,280,154 shares of common stock as follows:
|
● |
116,446,154
shares of common stock for the private placements at $0.005 and $0.0065 per share for cash of $600,000. |
|
● |
834,000
shares for consulting service valued at $5,000. |
During the year ended December 31,2023, the Company issued 412,513,972
shares of common stock as follows:
|
● |
172,230,769 Shares of common stock for the private placements at $0.001,$0.000375, $0.0065 per share for cash of $524,769 |
|
● |
100,000,000 Shares of common stock for consulting services valued at $20,000. |
|
● |
31,250,000 shares of common stock for a convertible notes of $325,000. |
|
● |
109,033,203 shares of common stock for default interest |
Private
Placement
On
February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 shares of
the Company’s common stock, at price of $0.006 per share, for total consideration to the Company of $900,000. On May 12, 2022,
the issuance price was updated to $0.005 per share.
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.
As
of December 31, 2023, and 2022, there were 3,105,704,056
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 to mentioned private placements offering in August and November 2022, the Company received
$576,000 in cash proceeds. During February 2023, the Company issued restricted common shares and warrants pursuant to the closing of
the August 2022 Offering totaling 89,230,769 million restricted common shares and 190,323,692 million warrants. The Shares will be restricted
securities and subject to required holding periods under Rule 144.
Stock
Options
On
August 4, 2021, 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.
In
addition, 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 vesting immediately. The company’s legal counsel will
be receiving 10 million options at a price of $0.01 vesting immediately, under the same terms as the Board, in recognition of their valuable
work and support.
During
the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10
million shares of common stock, for a total of 20 million shares, at a price of $0.01 per share of common stock. Such options will vest
quarterly with the first quarter vesting upon the grant date.
Valuation
The
Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions:
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS
| |
Year ended | | |
Year ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Expected term | |
| 2.66 - 5.50 years | | |
| 0.06-0.50 years | |
Expected average volatility | |
| 180 - 203 | % | |
| –146%-389 | % |
Expected dividend yield | |
| - | | |
| - | |
Risk-free interest rate | |
| 0.67 - 3.79 | % | |
| 0.07-0.27 | % |
During
the year ended December 31, 2021, the Company granted 820,000,000 options valued at $8,004,855. During the year ended December 31, 2021,
the Company recognized stock option expense of $5,728,701, of which $5,631,014 was to related parties, and as of December 31, 2021, $2,276,154
remains unamortized, of which $2,276,154 is with related parties. The intrinsic value of the 820,000,000 options outstanding as of December
31, 2021 is $210,000.
During
the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10
million shares of common stock, for a total of 20 million shares, at a price of $0.01 per share of common stock. Such options will vest
quarterly with the first quarter vesting upon the grant date.
On
December 20, 2022, the Company entered into a consulting agreement for general business strategy for the period of one year and a stock
option agreement for compensation of services which were granted the option to purchase up to 14 million shares of common stock, at a
price of $0.01 per share of common stock. Such options will vest quarterly on March 30,2023, June 30,2023 and balance on December 20,2022,
with the first quarter vesting upon the grant date.
During
the year ended December 31, 2022, the Company recognized stock option expense of $2,436,926, of which $2,420,730 was to related parties,
and as of December 31, 2022, $96,777 remains unamortized, of which $48,188 is with related parties. The intrinsic value of the 854,000,000
options outstanding as of December 31, 2022, was $0
SCHEDULE OF STOCK OPTION
| |
Options Outstanding | | |
Weighted Average | | |
| |
| |
Number of | | |
Weighted Average | | |
Remaining life | | |
Fair value | |
| |
Options | | |
Exercise Price | | |
(years) | | |
on Grant Date | |
| |
| | |
| | |
| | |
| |
Outstanding, December 31, 2020 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
Granted | |
| 820,000,000 | | |
| 0.012 | | |
| 10.00 | | |
| 8,004,855 | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited/canceled | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding, December 31, 2021 | |
| 820,000,000 | | |
$ | 0.012 | | |
| 9.60 | | |
$ | 8,004,855 | |
Granted | |
| 34,000,000 | | |
| 0.010 | | |
| 7.95 | | |
| 256,032 | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited/canceled | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding, December 31, 2022 | |
| 854,000,000 | | |
$ | 0.010 | | |
| 8.77 | | |
$ | 8,260,887 | |
Granted | |
| 170,000,000 | | |
| 0.012 | | |
| 7.09 | | |
| 460,820 | |
|