INQD.OTC.PinkIndoor Harvest CORP

10-K/A: Indoor Harvest Corp. Files Amended 10-K, Reports on Restructuring and Strategic Shift

Sentiment:

Annual Results


Indoor Harvest Corp. has filed an amended annual report on Form 10-K, detailing its financial results for 2023 and outlining its strategic shift towards becoming a consolidation platform for plant-based industry companies.

Capital raiseThe company issued 412,513,972 shares of common stock in 2023 through private placements, raising $1,212,911.The company is likely to rely on related party debt or equity financing to ensure the continuing existence of the business.The company plans to regularly increase the number of shares of common stock it is authorized to issue to raise additional capital.
Worse than expectedThe company reported no revenue for the past two years.The company's cash balance has decreased to $0.The company has a significant working capital deficiency of $1,289,667.

Summary

  • Indoor Harvest Corp. filed an amendment to its annual report on Form 10-K for the year ended December 31, 2023.
  • The amendment includes updated financial statements, required certifications, and XBRL files.
  • The company is repositioning itself as an integrated consolidation platform for plant-based industry companies, focusing on hemp, CBD, and related products.
  • The company reported no revenue for both 2023 and 2022.
  • Operating expenses decreased by 42% from $3,370,813 in 2022 to $1,967,414 in 2023, primarily due to a reduction in general and administrative expenses.
  • The net loss for 2023 was $3,261,618, a slight improvement from the $3,363,597 loss in 2022.
  • The company's cash balance decreased to $0 as of December 31, 2023, from $226,231 in 2022.
  • The company had a working capital deficiency of $1,289,667 as of December 31, 2023.
  • The company issued 412,513,972 shares of common stock in 2023 through private placements, raising $1,212,911.
  • The company has 3,105,704,056 shares of common stock issued and outstanding as of December 31, 2023.

Sentiment

Score: 3

Explanation: The document highlights significant financial challenges, including no revenue, a depleted cash balance, and a working capital deficiency. While there are some positive aspects, such as cost management and a strategic shift, the overall financial situation and internal control weaknesses raise concerns.

Positives

  • The company is actively restructuring and repositioning itself for future growth.
  • Operating expenses have decreased significantly, indicating cost management efforts.
  • The net loss has slightly decreased year-over-year.
  • The company has secured funding through private placements, raising $1,212,911 in 2023.

Negatives

  • The company has reported no revenue for the past two years.
  • The company's cash balance has decreased to $0.
  • The company has a significant working capital deficiency of $1,289,667.
  • The company has incurred substantial losses and has an accumulated deficit.
  • The company's internal controls over financial reporting were deemed ineffective as of December 31, 2023.

Risks

  • The company's ability to continue as a going concern is dependent on raising additional capital and executing its business plan.
  • The company faces risks related to the regulatory environment surrounding cannabis and hemp.
  • The company's internal controls over financial reporting are not effective, which could lead to misstatements in financial reports.
  • The company has a limited number of employees, which could impact its ability to execute its business strategy.
  • The company's assets could be subject to forfeiture due to federal laws regarding cannabis.

Future Outlook

The company plans to focus on M&A and strategic partnerships to create shareholder value, while managing costs related to being a fully reporting company. The company will be working on branding and continuing to build its team in 2024, once it has its new plans funded.

Management Comments

  • The company believes it is positioned to start executing its business strategy and leveraging the public company to create shareholder value.
  • The recent long-term commitments of the new management team coupled with a robust business network to support our business initiatives have laid the foundation for the future.
  • The current business strategy is to position the Company as an integrated consolidation platform for opportunities based on the managements relationships and experience.

Industry Context

The company's shift towards plant-based industries aligns with the growing market for hemp, CBD, and related products. The company is positioning itself to compete with other plant-based and hemp-related science and consumer product companies trading on the OTC Markets.

Comparison to Industry Standards

  • The company's lack of revenue for two consecutive years is a significant deviation from industry standards for operating companies.
  • The company's negative working capital and cash balance are concerning and indicate a need for immediate capital infusion.
  • The company's strategic shift towards M&A is a common approach for companies in emerging industries, but success depends on effective execution.
  • The company's reliance on private placements for funding is typical for small companies on the OTC markets, but it can be dilutive to existing shareholders.
  • The company's internal control weaknesses are a concern and need to be addressed to ensure accurate financial reporting.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerThomas Cook (interim)Leslie Bocskor2020-05-11Change of officers
Chief Financial OfficerThomas Cook (interim)Leslie Bocskor2020-05-11Change of officers

Legal Proceedings

  • The Company may be subject to one or more claims or suits but to our best and current knowledge, there are no current suits at this time.

Related Party Transactions

  • The company recorded an impairment loss of $624,289 to impair the prepayment of $145,000 for acquisition of Electrum Partners LLC; of $429,289 deposit on acquisition of Hemp 369; and of $50,000 deposit on acquisition of MetaBioGenix.
  • The company paid professional fees of $1,566,940 and $1,567,352 in 2023 and 2022 respectively.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial challenges and potential dilution from future capital raises.
  • Employees are impacted by the company's restructuring and limited resources.
  • Customers and suppliers are affected by the company's strategic shift and potential changes in operations.
  • Creditors face increased risk due to the company's negative working capital and potential inability to meet obligations.

Next Steps

  • The company will be working on branding and continuing to build its team in 2024, once it has its new plans funded.
  • The company plans to focus on M&A and strategic partnerships to create shareholder value.
  • The company will continue to seek funding from other capital sources.

Key Dates

DateDescription
2011-11-23Indoor Harvest Corp. was formed as a Texas corporation.
2017-08-03Alamo Acquisition, LLC, a wholly-owned subsidiary, was formed.
2017-08-04The company ceased actively supporting business development of vertical farms for produce production and consummated the acquisition of Alamo CBD, LLC.
2019-08-14The company established a wholly-owned subsidiary, IHC Consulting, Inc.
2020-05-11Leslie Bocskor was appointed CEO.
2021-08-04Employment agreements were formalized with Leslie Bocskor and Benjamin Rote.
2021-11-08The company finalized a supplemental agreement with Series A Preferred shareholders to convert their holdings into common shares.
2022-02-14The company announced a non-binding letter of intent with Electrum Partners, LLC.
2022-02-16The company initiated a private placement offering.
2022-03-16The company initiated a private placement offering.
2022-05-12The issuance price of the private placement was updated to $0.005 per share.
2022-08-01The company initiated a private placement offering.
2022-08-12The number of shares in the private placement was updated.
2022-11-09The number of shares in the private placement was updated.
2023-03-01The company announced an Asset Purchase agreement to acquire certain business assets from EP.
2023-04-12The company's board of directors approved to issue a convertible note of $312,500.
2024-02-27The company entered into an advisory agreement with Pacific Capital Markets LLC.
2024-06-19The company entered into an agreement with an advisor.
2024-07-12The amended annual report on Form 10-K/A was filed.

Keywords

plant-based industry, hemp, CBD, consolidation platform, M&A, financial statements, private placement, working capital, internal controls, cannabis

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