10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

or

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

For the transition period from to

Commission File Number 000-55594

INDOOR HARVEST CORP

(Exact name of registrant as specified in its charter)

Texas	45-5577364
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7401 W. Slaughter Lane #5078 Austin, Texas	78739
(Address of principal executive offices)	(Zip Code)

512-309-1776

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

☒ YES ☐ NO

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

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

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

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

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

☐ YES ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 2,831,670,853 common shares issued and outstanding as of May 11, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION		7
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
SIGNATURES		8

2

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’ within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

● the success or failure of management’s efforts to implement our business plan;

● our ability to fund our operating expenses;

● our ability to compete with other companies that have a similar business plan;

● the effect of changing economic conditions impacting our plan of operation; and

● our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”).

Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2023			2022
		(UNAUDITED)
ASSETS
Current Assets:
Cash	$	7,758		$	226,231
Notes receivable, net		310,964			163,588
Prepaid expenses and other receivable		30,658			44,085
Total Current Assets		349,380			433,904
Prepayment for acquisition-related party		145,000			145,000
TOTAL ASSETS	$	494,380		$	578,904
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	270,197		$	233,378
Due to related party		67,000			-
Total Current Liabilities		337,197			233,378
Total Liabilities		337,197			233,378
Commitments and contingencies		-			-
Stockholders’ Equity
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 shares issued and outstanding		-			-
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,800,420,853 and 2,693,190,084 shares issued and outstanding, respectively		2,800,421			2,693,190
Additional paid in capital		24,789,520			24,135,367
Shares to be issued		-			576,000
Accumulated deficit		(27,432,758	)		(27,059,031	)
Total Stockholders’ Equity		157,183			345,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	494,380		$	578,904

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

F-1

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
	2023			2022
Revenue	$	-		$	-
Operating Expenses
Professional fees		306,509			433,630
General and administrative		77,039			632,631
Total Operating Expenses		383,548			1,066,261
Loss from operations		(383,548	)		(1,066,261	)
Other Income (Expense)
Interest income		9,821			-
Total other income		9,821			-
Loss before income taxes		(373,727	)		(1,066,261	)
Provision for income taxes		-			-
Net loss	$	(373,727	)	$	(1,066,261	)
Comprehensive loss	$	(373,727	)	$	(1,066,261	)
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		2,759,485,810			2,578,826,597
Diluted		2,759,485,810			2,578,826,597

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

F-2

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Three months Ended March 31, 2023

	Series A Convertible
	Preferred Stock				Common Stock				Additional		Share						Total
	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital		to be issued			Accumulated Deficit			Stockholders’ Equity
Balance - December 31, 2022		-	$	-		2,693,190,084	$	2,693,190	$	24,135,367	$	576,000		$	(27,059,031	)	$	345,526
Common stock and warrants issued		-		-		107,230,769		107,231		589,769		(576,000	)		-			121,000
Stock based compensation		-		-		-		-		64,384		-			-			64,384
Net loss		-		-		-		-		-		-			(373,727	)		(373,727	)
Balance - March 31, 2023		-	$	-		2,800,420,853	$	2,800,421	$	24,789,520	$	-		$	(27,432,758	)	$	157,183

For the Three months Ended March 31, 2022

	Series A Convertible
	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholders’ Equity
Balance - December 31, 2021		-	$	-		2,575,909,930	$	2,575,910	$	21,210,721	$	(23,695,434	)	$	91,197
Common stock issued for cash		-		-		12,500,000		12,500		62,500		-			75,000
Stock based compensation		-		-		-		-		975,496		-			975,496
Net loss		-		-		-		-		-		(1,066,261	)		(1,066,261	)
Balance - March 31, 2022		-	$	-		2,588,409,930	$	2,588,410	$	22,248,717	$	(24,761,695	)	$	75,432

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

F-3

INDOOR HARVEST CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	March 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(373,727	)	$	(1,066,261	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest - notes receivable		(4,945	)		-
Amortization debt discount - notes receivable		(4,876	)		-
Stock based compensation		64,384			975,496
Changes in operating assets and liabilities:
Prepaid expenses and other receivable		18,372			(7,291	)
Accounts payable and accrued expenses		36,819			16,583
Due to related party		67,000			(33,901	)
Net Cash used in Operating Activities		(196,973	)		(115,374	)
Cash Flows from Investing Activities:
Investment in short term notes		(142,500	)		-
Net Cash used in Investing Activities		(142,500	)		-
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants		121,000			75,000
Net Cash provided by Financing Activities		121,000			75,000
Net change in cash		(218,473	)		(40,374	)
Cash, beginning of period		226,231			232,850
Cash, end of period	$	7,758		$	192,476
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 unaudited consolidated financial statements.

F-4

INDOOR HARVEST CORP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Organization

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

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

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

Basis of Presentation

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

Use of Estimates

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

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

Principles of Consolidation

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

Reclassification

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

F-5

Net Loss Per Common Stock

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

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

For the three months ended March 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.

	Three Months Ended
	March 31,
	2023		2022
	(shares)		(shares)
Warrants		342,753,846		-
Stock options		854,000,000		820,000,000
		1,196,753,846		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 March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis:

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
Notes receivables, net	$	-	$	-	$	310,964	$	310,964

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

F-6

Recent Issued Accounting Pronouncements

The Company has considered all recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of March 31, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and three months ended March 31, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

NOTE 3 – NOTES RECEIVABLE

During the three months ended March 31, 2023, the Company granted loans of $142,500. As March 31, 2023 and December 31, 2022, the following secured promissory notes the Company utilized in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 7 – Subsequent Events):

	Principal		Maturity	Amended Maturity	Interest			Original Issue		March 31.			December 31.
Issuance date	Amount		Date	date	Rate			Discount		2023			2022
7/27/2022	$	40,000	5/27/2023	10/27/2023		8	%	$	4,001	$	44,001		$	42,668
8/10/2022	$	20,000	6/10/2023	10/10/2023		8	%	$	1,867		21,867			21,334
9/15/2022	$	40,000	1/15/2023	10/15/2023		8	%	$	3,467		43,467			41,068
11/1/2022	$	25,000	3/1/2023	10/1/2023		8	%	$	1,835		26,835			25,667
11/8/2022	$	20,000	3/8/2023	10/8/2023		8	%	$	1,468		21,468			20,534
12/8/2022	$	15,000	4/8/2023	10/8/2023		8	%	$	1,001		16,001			15,401
1/5/2023	$	27,500	7/5/2023	10/5/2023		8	%	$	1,650		29,150			-
1/20/2023	$	50,000	7/20/2023	10/20/2023		8	%	$	3,000		53,000			-
2/28/2023	$	65,000	9/28/2023	-		8	%	$	3,036		68,036			-
Total notes receivable										$	323,825		$	166,672
Less: unearned OID											(12,861	)		(3,084	)
Current-portion											(310,964	)		(163,588	)
Long-term portion										$	-		$	-

F-7

The notes are secured by an interest in real property as set nine security agreements between the Company and borrower. During the three months ended March 31, 2023, the Company recognized interest income of $9,821. The Company’s management did not recognize any estimated credit loss for the notes; however, the management closely monitors the liquidity of the debtors for changes in circumstances that may affect the carrying value of these notes. The notes are considered level 3 financial instruments; however, as a result of the short terms to maturity, their amortized costs approximate their fair values.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31,		December 31,
	2023		2022
Accounts payable	$	176,393	$	139,603
Credit card		6,901		7,877
Accrued expenses		86,903		82,715
Accrued management fee		-		3,183
	$	270,197	$	233,378

NOTE 5 - STOCKHOLDERS’ EQUITY

Common stock

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

During the three months ended March 31, 2022, the Company issued 12,500,000 shares of common stock at $0.006 per share for cash of $75,000. Upon the change of the share price for the private placement, an additional 2,500,000 common shares were issued during the three months ended June 30, 2022.

During the three months ended March 31, 2023, the Company issued 107,230,769 shares of common stock for private placements at $0.0065 per share for proceeds of $697,000.

As of March 31, 2023, and December 31, 2022, there were 2,800,420,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

Shares to be issued

During the year ended December 31, 2022, in connection with the mentioned private placement offering on August 12, 2022, the Company received $576,000 in cash proceeds. During the three months ended March 31, 2023, the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 Offering totaling 88,615,385 restricted common shares and 177,230,770 warrants.

Additional paid in capital

Stock Options

During the three months ended March 31, 2023, the Company recognized stock option expense of $64,384, of which $48,188 was to related parties, and as of March 31, 2023, $32,393 remains unamortized, of which $0 is with related parties. The intrinsic value of the 854,000,000 options outstanding as of March 31, 2023, was $0.

F-8

The following is a summary of stock option activity during the three months ended March 31, 2023:

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Options		Exercise Price		(years)
Outstanding, December 31, 2022		854,000,000	$	0.012		8.56
Granted		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, March 31, 2023		854,000,000	$	0.012		8.35
Exercisable options, March 31, 2023		847,000,000	$	0.012		8.35

Warrants

As part of an August 12, 2022 private placement and amendment dated January 1, 2023, the Company granted warrants to purchase a common share for each common share purchased. The warrants issued have an exercise price of $0.013 per warrant and expire five years from the date of grant. During the three months ended March 31, 2023, the Company granted 226,307,692 warrants, respectively.

Valuation

The Company determined the warrants to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model. The Company utilized the following assumptions:

	Three Months ended
	March 31,
	2023
Term		5.00 years
Expected average volatility		188% - 190	%
Expected dividend yield		-
Risk-free interest rate		3.63% - 4.22	%

The following is a summary of warrant activity during the three months ended March 31, 2023:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2022		116,446,154	$	0.010		4.38
Granted		226,307,692		0.013		5.00
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, March 31, 2023
		342,753,846	$	0.013		4.85

The intrinsic value of the warrant outstanding as of March 31, 2023, is $0.

F-9

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2023, and 2022, the Company paid consulting fees of $157,500 and $31,500, communication and technology services of $43,500 and $22,194, late charge of $0 and $508 to an entity under common control of the Company, respectively.

During the three months ended March 31, 2023, and 2022, the Company recognized stock option expense for related parties of $48,188 and $975,496, respectively. The stock option-based compensation recognized in additional paid-in-capital.

As of March 31, 2023, and December 31, 2022, the Company was obligated to a related party, for an unsecured, non-interest-bearing demand with balance of $67,000 and $0, respectively.

NOTE 7 - SUBSEQUENT EVENTS

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

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

Under the terms of the Agreement, the aggregate purchase price of $1,675,000 consists of the following consideration: (i) a cash consideration payment at closing consisting of eight hundred thousand dollars ($800,000) to each of Seller and minor shareholder in accordance with their Pro Rata Portion, less the $313,089 due and owing to the Company in connection with certain nine separate promissory notes issued by Opportunity Development Group, LLC to the Company between July 27, 2022 and February 28, 2023, and (ii) a stock consideration payment at closing consisting of one hundred twenty-five million shares (125,000,000) of Indoor Harvest’s common stock, $0.001 par value per share.

369 Hemp, Inc. is a company engaged in the business of manufacturing and distributing hemp cigarettes. Key commercial customers include Green Hemp Co., VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8 employees and was founded in early 2019 and is based in Mocksville, North Carolina.

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

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

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

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

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

F-10

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

Results of Operations

The following tables presents our operating results for the three months ended March 31, 2023 compared to March 31, 2022:

Three months ended March 31, 2023 compared to three months ended March 31, 2022

	Three Months Ended
	March 31,
	2023			2022			Change			%
Revenue	$	-		$	-		$	-			-
Operating expenses
Depreciation and amortization expense		-			-
Professional fees		306,509			433,630			(127,121	)		(29	)%
General and administrative expenses		77,039			632,631			(555,592	)		(89	)%
Total operating expenses		383,548			1,066,261			(682,713	)		(64	)%
Loss from operations		(383,548	)		(1,066,261	)		682,713			64	%
Other expense
Other income (expense)					-			-
Interest income		9,821			-			9,821			100	%
Interest expense		-			-			-			-
Total other income (expense)		9,821			-			9,821			100	%
Net income (loss)	$	(373,727	)	$	(1,066,261	)	$	672,892			64	%

Revenues

During the three months ended March 31, 2023 and 2022, the Company generated no revenue.

Operating Expenses

Total operating expenses for the three months ended March 31, 2023 and 2022 were $383,548 and $1,066,261, respectively, for an aggregate decrease of $682,713 or 64%. The aggregate decrease was primarily driven by a decrease in general and administrative expenses associated with executive stock options compensation.

Other Income (Expense)

Total other income (expense) for the three months ended March 31, 2023 and 2022 were $9,821 and $0, respectively. The increase in other income is primarily related to Interest Income on the Notes Receivable.

4

Net Loss

As a result of the factors discussed above, net income for the three months ended March 31, 2023 and 2022 was a loss of $373,727 and $1,066,261, respectively, for an aggregate decrease of $672,892, or 64% primarily driven by a decrease in general and administrative expenses associated with executive stock options compensation.

Liquidity and Capital Resources

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

Working Capital

	March 31, 2023		December 31, 2022		Change			%
Current assets	$	349,380	$	433,904	$	(84,524	)		(19	)%
Current liabilities	$	337,197	$	233,378	$	103,819			44	%
Working capital (deficiency)	$	12,183	$	200,526	$	(188,343	)		(94	)%

Cash Flows

	Three Months Ended
	March 31
	2023			2022			Change			%
Cash used in operating activities	$	(196,973	)	$	(115,374	)	$	(81,599	)		71	%
Cash used in investing activities	$	(142,500	)		-			(142,500	)		100	%
Cash provided by financing activities	$	121,000		$	75,000		$	46,000			61	%
Net change in cash during period	$	(218,473	)	$	(40,374	)	$	(178,099	)		(441	)%

As of March 31, 2023, our Company’s cash balance was $7,758 and total assets were $494,380. As of December 31, 2022, our Company’s cash balance was $226,231 and total assets were $578,904.

As of March 31, 2023, our Company had total liabilities of $337,197 compared with total liabilities of $233,378 as of December 31, 2022.

As of March 31, 2023, our Company had working capital of $12,183 compared with working capital of $200,526 as of December 31, 2022. The decrease in working capital was primarily attributed to payment for consulting and vendor services, payments on accounts payables and accrued liabilities, and investing activities related to acquisitions and business development initiatives.

Cash Flow used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2023 and 2022 were $196,973 and $115,374 respectively, for an increase of $81,599. The increase in net cash used in operating activities is primarily related to payment for consulting and vendor services, payments on accounts payables and accrued liabilities, merger and acquisition related costs, and business development.

Cash Flow used in Investing Activities

For the three months ended March 31, 2023 and 2022, the Company invested $142,500 and $0 respectively, for an increase of $142,500. The increase in investing activities is related to acquisitions and business development initiatives.

Cash Flow provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2023 and 2022 were $121,000 and $75,000, respectively. During the nine months ended March 31, 2023, the increase in cash from financing activities was the result of the Company’s receipt of cash proceeds from private placement offerings.

5

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

The Company’s management, consisting solely of the Company’s Chief Executive Officer, Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of March 31, 2023, the Company’s disclosure controls and procedures were not effective because of the following internal control over financial reporting deficiencies:

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

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

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

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

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

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

During the three months ended March 31, 2023, the Company issued 107,230,769 shares of common stock for private placements at $0.0065 per share for proceeds of $121,000.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

(a) Not applicable.

(b) Not applicable.

Item 6. Exhibits

The following exhibits are included as part of this report:

		INCORPORATED BY REFERENCE
Exhibit	Description	Form	Exhibit	Filing Date
(31)	Rule 13a-14(a)/15d-14(a) Certifications
*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer
(32)	Section 1350 Certifications
*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer
(101)	Interactive Data Files
*	Inline XBRL Instance Document
*	Inline XBRL Taxonomy Extension Schema Document
*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
*	Inline XBRL Taxonomy Extension Definition Linkbase Document
*	Inline XBRL Taxonomy Extension Label Linkbase Document
*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
†	Management Contract or Compensation Plan

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

7

SIGNATURES

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

	INDOOR HARVEST CORP.
	(Registrant)
Dated: May 22, 2023	/s/ Leslie Bocskor
	Leslie Bocskor
	Chief Executive Officer, Chief Financial Officer
	(Principal Executive Officer)(Principal Financial Officer)

8

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leslie Bocskor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Indoor Harvest Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023

/s/ Leslie Bocskor

Leslie Bocskor

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leslie Bocskor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Indoor Harvest Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023

/s/ Leslie Bocskor

Leslie Bocskor , Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Leslie Bocskor, Principal Executive Officer and Principal Financial Officer, of Indoor Harvest Corp, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the quarterly report on Form 10-Q of Indoor Harvest Corp for the period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Indoor Harvest Corp.

Dated: May 22, 2023

/s/ Leslie Bocskor

Leslie Bocskor, Chief Executive Officer and

Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

A signed original of this written statement required by Section 906, has been provided to Indoor Harvest Corp and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55594
Entity Registrant Name	INDOOR HARVEST CORP
Entity Central Index Key	0001572565
Entity Tax Identification Number	45-5577364
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	7401 W. Slaughter Lane #5078
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78739
City Area Code	512
Local Phone Number	309-1776
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,831,670,853

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 7,758	$ 226,231
Notes receivable, net	310,964	163,588
Prepaid expenses and other receivable	30,658	44,085
Total Current Assets	349,380	433,904
Prepayment for acquisition-related party	145,000	145,000
TOTAL ASSETS	494,380	578,904
Current Liabilities:
Accounts payable and accrued liabilities	270,197	233,378
Due to related party	$ 67,000
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total Current Liabilities	$ 337,197	$ 233,378
Total Liabilities	337,197	233,378
Commitments and contingencies
Stockholders’ Equity
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated, 0 shares issued and outstanding
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,800,420,853 and 2,693,190,084 shares issued and outstanding, respectively	2,800,421	2,693,190
Additional paid in capital	24,789,520	24,135,367
Shares to be issued		576,000
Accumulated deficit	(27,432,758)	(27,059,031)
Total Stockholders’ Equity	157,183	345,526
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 494,380	$ 578,904

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred Stock, shares authorized	15,000,000	15,000,000
Preferred Stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	2,800,420,853	2,693,190,084
Common stock, shares outstanding	2,800,420,853	2,693,190,084
Series A Convertible Preferred Stock [Member]
Preferred Stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue
Operating Expenses
Professional fees	306,509	433,630
General and administrative	77,039	632,631
Total Operating Expenses	383,548	1,066,261
Loss from operations	(383,548)	(1,066,261)
Other Income (Expense)
Interest income	9,821
Total other income	9,821
Loss before income taxes	(373,727)	(1,066,261)
Provision for income taxes
Net loss	(373,727)	(1,066,261)
Comprehensive loss	$ (373,727)	$ (1,066,261)
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	2,759,485,810	2,578,826,597
Diluted	2,759,485,810	2,578,826,597

XML

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 2,575,910	$ 21,210,721	$ (23,695,434)	$ 91,197
Balance, shares at Dec. 31, 2021		2,575,909,930
Stock based compensation			975,496		975,496
Net loss				(1,066,261)	(1,066,261)	$ (1,066,261)
Common stock issued for cash		$ 12,500	62,500		75,000
Common stock issued for cash , shares		12,500,000
Balance at Mar. 31, 2022		$ 2,588,410	22,248,717	(24,761,695)	75,432
Balance, shares at Mar. 31, 2022		2,588,409,930
Balance at Dec. 31, 2022		$ 2,693,190	24,135,367	576,000	(27,059,031)	345,526
Balance, shares at Dec. 31, 2022		2,693,190,084
Common stock and warrants issued		$ 107,231	589,769	(576,000)		121,000
Common stock issued for cash and warrant, shares		107,230,769
Stock based compensation			64,384			64,384
Net loss					(373,727)	(373,727)
Balance at Mar. 31, 2023		$ 2,800,421	$ 24,789,520		$ (27,432,758)	$ 157,183
Balance, shares at Mar. 31, 2023		2,800,420,853

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (373,727)	$ (1,066,261)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest - notes receivable	(4,945)
Amortization debt discount - notes receivable	(4,876)
Stock based compensation	64,384	975,496
Changes in operating assets and liabilities:
Prepaid expenses and other receivable	18,372	(7,291)
Accounts payable and accrued expenses	36,819	16,583
Due to related party	67,000	(33,901)
Net Cash used in Operating Activities	(196,973)	(115,374)
Cash Flows from Investing Activities:
Investment in short term notes	(142,500)
Net Cash used in Investing Activities	(142,500)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants	121,000	75,000
Net Cash provided by Financing Activities	121,000	75,000
Net change in cash	(218,473)	(40,374)
Cash, beginning of period	226,231	232,850
Cash, end of period	7,758	192,476
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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Organization

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

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

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

Basis of Presentation

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

Use of Estimates

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

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

Principles of Consolidation

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

Reclassification

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

Net Loss Per Common Stock

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

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

For the three months ended March 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.

	Three Months Ended
	March 31,
	2023		2022
	(shares)		(shares)
Warrants		342,753,846		-
Stock options		854,000,000		820,000,000
		1,196,753,846		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 March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis:

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
Notes receivables, net	$	-	$	-	$	310,964	$	310,964

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

Recent Issued Accounting Pronouncements

The Company has considered all recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

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GOING CONCERN

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of March 31, 2023, incurred losses from its operations and did not generate cash from its operation for the past two years and three months ended March 31, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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NOTES RECEIVABLE

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

NOTES RECEIVABLE

NOTE 3 – NOTES RECEIVABLE

During the three months ended March 31, 2023, the Company granted loans of $142,500. As March 31, 2023 and December 31, 2022, the following secured promissory notes the Company utilized in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 7 – Subsequent Events):

	Principal		Maturity	Amended Maturity	Interest			Original Issue		March 31.			December 31.
Issuance date	Amount		Date	date	Rate			Discount		2023			2022
7/27/2022	$	40,000	5/27/2023	10/27/2023		8	%	$	4,001	$	44,001		$	42,668
8/10/2022	$	20,000	6/10/2023	10/10/2023		8	%	$	1,867		21,867			21,334
9/15/2022	$	40,000	1/15/2023	10/15/2023		8	%	$	3,467		43,467			41,068
11/1/2022	$	25,000	3/1/2023	10/1/2023		8	%	$	1,835		26,835			25,667
11/8/2022	$	20,000	3/8/2023	10/8/2023		8	%	$	1,468		21,468			20,534
12/8/2022	$	15,000	4/8/2023	10/8/2023		8	%	$	1,001		16,001			15,401
1/5/2023	$	27,500	7/5/2023	10/5/2023		8	%	$	1,650		29,150			-
1/20/2023	$	50,000	7/20/2023	10/20/2023		8	%	$	3,000		53,000			-
2/28/2023	$	65,000	9/28/2023	-		8	%	$	3,036		68,036			-
Total notes receivable										$	323,825		$	166,672
Less: unearned OID											(12,861	)		(3,084	)
Current-portion											(310,964	)		(163,588	)
Long-term portion										$	-		$	-

The notes are secured by an interest in real property as set nine security agreements between the Company and borrower. During the three months ended March 31, 2023, the Company recognized interest income of $9,821. The Company’s management did not recognize any estimated credit loss for the notes; however, the management closely monitors the liquidity of the debtors for changes in circumstances that may affect the carrying value of these notes. The notes are considered level 3 financial instruments; however, as a result of the short terms to maturity, their amortized costs approximate their fair values.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31,		December 31,
	2023		2022
Accounts payable	$	176,393	$	139,603
Credit card		6,901		7,877
Accrued expenses		86,903		82,715
Accrued management fee		-		3,183
	$	270,197	$	233,378

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STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

Common stock

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

During the three months ended March 31, 2022, the Company issued 12,500,000 shares of common stock at $0.006 per share for cash of $75,000. Upon the change of the share price for the private placement, an additional 2,500,000 common shares were issued during the three months ended June 30, 2022.

During the three months ended March 31, 2023, the Company issued 107,230,769 shares of common stock for private placements at $0.0065 per share for proceeds of $697,000.

As of March 31, 2023, and December 31, 2022, there were 2,800,420,853 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

Shares to be issued

During the year ended December 31, 2022, in connection with the mentioned private placement offering on August 12, 2022, the Company received $576,000 in cash proceeds. During the three months ended March 31, 2023, the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 Offering totaling 88,615,385 restricted common shares and 177,230,770 warrants.

Additional paid in capital

Stock Options

During the three months ended March 31, 2023, the Company recognized stock option expense of $64,384, of which $48,188 was to related parties, and as of March 31, 2023, $32,393 remains unamortized, of which $0 is with related parties. The intrinsic value of the 854,000,000 options outstanding as of March 31, 2023, was $0.

The following is a summary of stock option activity during the three months ended March 31, 2023:

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Options		Exercise Price		(years)
Outstanding, December 31, 2022		854,000,000	$	0.012		8.56
Granted		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, March 31, 2023		854,000,000	$	0.012		8.35
Exercisable options, March 31, 2023		847,000,000	$	0.012		8.35

Warrants

As part of an August 12, 2022 private placement and amendment dated January 1, 2023, the Company granted warrants to purchase a common share for each common share purchased. The warrants issued have an exercise price of $0.013 per warrant and expire five years from the date of grant. During the three months ended March 31, 2023, the Company granted 226,307,692 warrants, respectively.

Valuation

The Company determined the warrants to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model. The Company utilized the following assumptions:

	Three Months ended
	March 31,
	2023
Term		5.00 years
Expected average volatility		188% - 190	%
Expected dividend yield		-
Risk-free interest rate		3.63% - 4.22	%

The following is a summary of warrant activity during the three months ended March 31, 2023:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2022		116,446,154	$	0.010		4.38
Granted		226,307,692		0.013		5.00
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, March 31, 2023
		342,753,846	$	0.013		4.85

The intrinsic value of the warrant outstanding as of March 31, 2023, is $0.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2023, and 2022, the Company paid consulting fees of $157,500 and $31,500, communication and technology services of $43,500 and $22,194, late charge of $0 and $508 to an entity under common control of the Company, respectively.

During the three months ended March 31, 2023, and 2022, the Company recognized stock option expense for related parties of $48,188 and $975,496, respectively. The stock option-based compensation recognized in additional paid-in-capital.

As of March 31, 2023, and December 31, 2022, the Company was obligated to a related party, for an unsecured, non-interest-bearing demand with balance of $67,000 and $0, respectively.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

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

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

Under the terms of the Agreement, the aggregate purchase price of $1,675,000 consists of the following consideration: (i) a cash consideration payment at closing consisting of eight hundred thousand dollars ($800,000) to each of Seller and minor shareholder in accordance with their Pro Rata Portion, less the $313,089 due and owing to the Company in connection with certain nine separate promissory notes issued by Opportunity Development Group, LLC to the Company between July 27, 2022 and February 28, 2023, and (ii) a stock consideration payment at closing consisting of one hundred twenty-five million shares (125,000,000) of Indoor Harvest’s common stock, $0.001 par value per share.

369 Hemp, Inc. is a company engaged in the business of manufacturing and distributing hemp cigarettes. Key commercial customers include Green Hemp Co., VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8 employees and was founded in early 2019 and is based in Mocksville, North Carolina.

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

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

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

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

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Nature of Operations and Organization

Nature of Operations and Organization

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

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

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

Basis of Presentation

Basis of Presentation

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

Use of Estimates

Use of Estimates

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

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

Principles of Consolidation

Principles of Consolidation

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

Reclassification

Reclassification

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

Net Loss Per Common Stock

Net Loss Per Common Stock

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

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

For the three months ended March 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.

	Three Months Ended
	March 31,
	2023		2022
	(shares)		(shares)
Warrants		342,753,846		-
Stock options		854,000,000		820,000,000
		1,196,753,846		820,000,000

Fair Value of Financial Instruments

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

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
Notes receivables, net	$	-	$	-	$	310,964	$	310,964

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

Recent Issued Accounting Pronouncements

Recent Issued Accounting Pronouncements

The Company has considered all recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNING PER SHARE

For the three months ended March 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.

	Three Months Ended
	March 31,
	2023		2022
	(shares)		(shares)
Warrants		342,753,846		-
Stock options		854,000,000		820,000,000
		1,196,753,846		820,000,000

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

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

March 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
Notes receivables, net	$	-	$	-	$	310,964	$	310,964

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

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NOTES RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

SCHEDULE OF SECURED PROMISSORY NOTES

During the three months ended March 31, 2023, the Company granted loans of $142,500. As March 31, 2023 and December 31, 2022, the following secured promissory notes the Company utilized in the Membership Interest and Stock Purchase Agreement dated April 28, 2023 (see Note 7 – Subsequent Events):

	Principal		Maturity	Amended Maturity	Interest			Original Issue		March 31.			December 31.
Issuance date	Amount		Date	date	Rate			Discount		2023			2022
7/27/2022	$	40,000	5/27/2023	10/27/2023		8	%	$	4,001	$	44,001		$	42,668
8/10/2022	$	20,000	6/10/2023	10/10/2023		8	%	$	1,867		21,867			21,334
9/15/2022	$	40,000	1/15/2023	10/15/2023		8	%	$	3,467		43,467			41,068
11/1/2022	$	25,000	3/1/2023	10/1/2023		8	%	$	1,835		26,835			25,667
11/8/2022	$	20,000	3/8/2023	10/8/2023		8	%	$	1,468		21,468			20,534
12/8/2022	$	15,000	4/8/2023	10/8/2023		8	%	$	1,001		16,001			15,401
1/5/2023	$	27,500	7/5/2023	10/5/2023		8	%	$	1,650		29,150			-
1/20/2023	$	50,000	7/20/2023	10/20/2023		8	%	$	3,000		53,000			-
2/28/2023	$	65,000	9/28/2023	-		8	%	$	3,036		68,036			-
Total notes receivable										$	323,825		$	166,672
Less: unearned OID											(12,861	)		(3,084	)
Current-portion											(310,964	)		(163,588	)
Long-term portion										$	-		$	-

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31,		December 31,
	2023		2022
Accounts payable	$	176,393	$	139,603
Credit card		6,901		7,877
Accrued expenses		86,903		82,715
Accrued management fee		-		3,183
	$	270,197	$	233,378

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STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

SCHEDULE OF STOCK OPTION

The following is a summary of stock option activity during the three months ended March 31, 2023:

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Options		Exercise Price		(years)
Outstanding, December 31, 2022		854,000,000	$	0.012		8.56
Granted		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, March 31, 2023		854,000,000	$	0.012		8.35
Exercisable options, March 31, 2023		847,000,000	$	0.012		8.35

SCHEDULE OF STOCK OPTIONS ASSUMPTIONS

The Company determined the warrants to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model. The Company utilized the following assumptions:

	Three Months ended
	March 31,
	2023
Term		5.00 years
Expected average volatility		188% - 190	%
Expected dividend yield		-
Risk-free interest rate		3.63% - 4.22	%

SCHEDULE OF WARRANTS ACTIVITY

The following is a summary of warrant activity during the three months ended March 31, 2023:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2022		116,446,154	$	0.010		4.38
Granted		226,307,692		0.013		5.00
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, March 31, 2023
		342,753,846	$	0.013		4.85

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SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNING PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive Securities	1,196,753,846	820,000,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive Securities	342,753,846
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive Securities	854,000,000	820,000,000

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SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Notes receivables, net	$ 310,964	$ 163,588
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Notes receivables, net
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Notes receivables, net
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Notes receivables, net	$ 310,964	$ 163,588

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SCHEDULE OF SECURED PROMISSORY NOTES (Details) (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Loans Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from loan receivables	$ 142,500	$ 142,500

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SCHEDULE OF SECURED PROMISSORY NOTES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Receivables with Imputed Interest [Line Items]
Total notes receivable	$ 323,825	$ 166,672
Less: unearned OID	(12,861)	(3,084)
Current-portion	(310,964)	(163,588)
Long-term portion
Secured Promissory Note One [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Jul. 27, 2022
Principal amount	$ 40,000
Maturity date	May 27, 2023
Amended maturity date	Oct. 27, 2023
Interest rate	8.00%
Finance cost	$ 4,001
Total notes receivable	$ 44,001	42,668
Secured Promissory Note Two [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Aug. 10, 2022
Principal amount	$ 20,000
Maturity date	Jun. 10, 2023
Amended maturity date	Oct. 10, 2023
Interest rate	8.00%
Finance cost	$ 1,867
Total notes receivable	$ 21,867	21,334
Secured Promissory Note Three [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Sep. 15, 2022
Principal amount	$ 40,000
Maturity date	Jan. 15, 2023
Amended maturity date	Oct. 15, 2023
Interest rate	8.00%
Finance cost	$ 3,467
Total notes receivable	$ 43,467	41,068
Secured Promissory Note Four [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Nov. 01, 2022
Principal amount	$ 25,000
Maturity date	Mar. 01, 2023
Amended maturity date	Oct. 01, 2023
Interest rate	8.00%
Finance cost	$ 1,835
Total notes receivable	$ 26,835	25,667
Secured Promissory Note Five [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Nov. 08, 2022
Principal amount	$ 20,000
Maturity date	Mar. 08, 2023
Amended maturity date	Oct. 08, 2023
Finance cost	$ 1,468
Total notes receivable	$ 21,468	20,534
Secured Promissory Note Six [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Dec. 08, 2022
Principal amount	$ 15,000
Maturity date	Apr. 08, 2023
Amended maturity date	Oct. 08, 2023
Interest rate	8.00%
Finance cost	$ 1,001
Total notes receivable	$ 16,001	15,401
Secured Promissory Note Seven [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Jan. 05, 2023
Principal amount	$ 27,500
Maturity date	Jul. 05, 2023
Amended maturity date	Oct. 05, 2023
Interest rate	8.00%
Finance cost	$ 1,650
Total notes receivable	$ 29,150
Secured Promissory Note Eight [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Jan. 20, 2023
Principal amount	$ 50,000
Maturity date	Jul. 20, 2023
Amended maturity date	Oct. 20, 2023
Interest rate	8.00%
Finance cost	$ 3,000
Total notes receivable	$ 53,000
Secured Promissory Note Nine [Member]
Receivables with Imputed Interest [Line Items]
Issuance date	Feb. 28, 2023
Principal amount	$ 65,000
Maturity date	Sep. 28, 2023
Amended maturity date
Interest rate	8.00%
Finance cost	$ 3,036
Total notes receivable	$ 68,036

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NOTES RECEIVABLE (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($)
Security Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest and other income	$ 9,821

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SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 176,393	$ 139,603
Credit card	6,901	7,877
Accrued expenses	86,903	82,715
Accrued management fee		3,183
Accounts payable and accrued liabilities	$ 270,197	$ 233,378

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SCHEDULE OF STOCK OPTION (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Options, Outstanding, Ending	854,000,000
Weighted average exercise price per share, Outstanding, Ending	$ 0.012
Weighted average remaining term in years, Outstanding	8 years 4 months 6 days	8 years 6 months 21 days
Number of Options, Granted
Weighted average exercise price per share, Granted
Number of Options, Exercised
Weighted average exercise price per share, Exercised
Number of Options, Cancelled/Expired
Weighted average exercise price per share, Forfeited/canceled
Number of Options, Outstanding, Ending	854,000,000	854,000,000
Weighted average exercise price per share, Outstanding, Ending	$ 0.012	$ 0.012
Number of Options, Exercisable	847,000,000
Weighted average exercise price per share, Exercisable	$ 0.012
Weighted average remaining term in years, Exercisable	8 years 4 months 6 days

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SCHEDULE OF STOCK OPTIONS ASSUMPTIONS (Details)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Expected term	5 years
Expected average volatility minimum	188.00%
Expected average volatility maximum	190.00%
Expected dividend yield
Risk-free interest rate minimum	3.63%
Risk-free interest rate maximum	4.22%

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SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Outstanding, Beginning	116,446,154
Weighted average exercise price per share, Outstanding, Beginning	$ 0.010
Weighted average remaining term in years, outstanding	4 years 10 months 6 days	4 years 4 months 17 days
Number of Options, Granted	226,307,692
Weighted average exercise price per share, Granted	$ 0.013
Weighted average remaining term in years, Granted	5 years
Number of Options, Exercised
Weighted average exercise price per share, Exercised
Number of Options, Cancelled/Expired
Weighted average exercise price per share, Forfeited/cancelled
Number of Warrants, Outstanding, Ending	342,753,846	116,446,154
Weighted average exercise price per share, Outstanding, Ending	$ 0.013	$ 0.010

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STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				3 Months Ended
	Nov. 09, 2022	Aug. 12, 2022	Aug. 01, 2022	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock par value				$ 0.001	$ 0.001
Excercise price		$ 0.013
Restricted common shares				88,615,385
Common stock, shares outstanding				2,800,420,853	2,693,190,084
Stock payable					$ 576,000
Warrants				$ 177,230,770
Option exercise				64,384
Stock option related party				48,188
Stock option unamortized related party				32,393
Stock option related party				$ 0
Stock option intrinsic value shares				854,000,000
Stock option intrinsic value outstanding				$ 0
Warrant term		5 years
Warrants and rights outstanding				$ 0
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants granted				226,307,692
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted common shares				107,230,769		2,500,000	12,500,000
Cash				$ 697,000			$ 75,000
Private Placement [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Share price				$ 0.0065			$ 0.006
Private Placement [Member] | Subscription Agreements [Member] | Accredited Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of common stock issued	200,000,000	153,846,154	123,076,923
Common stock par value			$ 0.0065
Excercise price	$ 0.013	$ 0.013	$ 0.013
Sale of common stock issued value	$ 1,300,000	$ 1,000,000	$ 800,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Consulting fees	$ 157,500	$ 31,500
Communication and technology services	43,500	22,194
Late charge	0	508
Stock option expense	$ 48,188	$ 975,496
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration]	Related Party [Member]		Related Party [Member]
Due to related party	$ 67,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related party	$ 67,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 30, 2023	Apr. 28, 2023	Apr. 12, 2023	Mar. 31, 2023	Dec. 31, 2022	Aug. 12, 2022
Subsequent Event [Line Items]
Common stock share issued				2,800,420,853	2,693,190,084
Warrants issued to purchase of common stock						$ 0.013
Subsequent Event [Member]
Subsequent Event [Line Items]
Controlling interest percentage		100.00%
Sale of stock consideration received on purchase agreement		$ 1,675,000
Sale of stock consideration received on per transaction		$ 800,000
Sale of stock, number shares issued transaction		125,000,000
Sale of stock, price per share		$ 0.001
Attorney and broker fees			$ 180,500
Subsequent Event [Member] | Subscription Agreement [Member]
Subsequent Event [Line Items]
Warrants issued to purchase of common stock	20,000,000
Common stock share issued	10,000,000
Share price	$ 0.0065
Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Warrants issued to purchase of common stock			31,250,000
Warrants issued to purchase of common stock			$ 0.01
Subsequent Event [Member] | Board of Directors [Member]
Subsequent Event [Line Items]
Convertible note issued			$ 312,500
Convertible note, discount rate			20.00%
Convertible note interest rate			6.00%
Subsequent Event [Member] | Investor [Member]
Subsequent Event [Line Items]
Common stock share issued			31,250,000
Subsequent Event [Member] | Meta biogenix USA LLC [Member]
Subsequent Event [Line Items]
Controlling interest percentage	60.00%
Sale of stock consideration received on purchase agreement	$ 2,500,000
Sale of stock consideration received on per transaction	$ 400,000
Sale of stock, number shares issued transaction	300,000,000
Sale of stock, price per share	$ 0.001
Sale of stock consideration received	$ 50,000
Warrants issued to purchase of common stock	150,000,000
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Sale of stock consideration received on per transaction		$ 313,089
Subsequent Event [Member] | Minimum [Member] | Meta biogenix USA LLC [Member]
Subsequent Event [Line Items]
Sale of stock consideration received on per transaction	$ 100,000
Subsequent Event [Member] | Maximum [Member] | Meta biogenix USA LLC [Member]
Subsequent Event [Line Items]
Sale of stock consideration received on per transaction	$ 250,000