Indigenous Roots Corp. - Quarter Report: 2021 November (Form 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 November 30, 2021

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

For the transition period from __________ to __________

Commission File Number: 000-55873

INDIGENOUS ROOTS CORP.

(Exact name of registrant as specified in its charter)

Nevada	20-5243308
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

41 Puget Drive, Steilacoom, Washington	98388
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number including area code: (250) 681-1010

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files). Yes ☐ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for completing 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 ☒

Number of common shares outstanding at January 10, 2022: 15,086,857

INDIGENOUS ROOTS CORP.

Index

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as at November 30, 2021 and August 31, 2021	3

Condensed Consolidated Statements of Operations for the three months ended November 30, 2021 and 2020	4

Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2021 and 2020	5

Condensed Consolidated Statement of Changes in Deficit for the three months ended November 30, 2021	6

Notes to the Condensed Consolidated Financial Statements	7-10

Table of Contents

INDIGENOUS ROOTS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

		November 30, 2021			August 31, 2021
					(audited)
ASSETS

Current Assets
Cash	$	182,281		$	515,903
Accounts receivable		(642	)		(1,458	)
		181,639			514,445

Total Assets	$	181,639		$	514,445

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	190,182		$	178,256
Loan payable-related party		123,435			466,435
Due to related parties (Note 4)		45,115			43,615
Loan payable (Note 5)		916,457			906,142
		1,275,189			1,594,448

Total Liabilities		1,275,189			1,594,448

STOCKHOLDERS' DEFICIT

Common stock
200,000,000 authorized shares, par value $0.001
15,586,857 and 15,586,857 shares issued and outstanding
as at November 30, 2021 and August 31, 2021 respectively		15,588			15,588
Additional paid-in-capital		4,536,362			4,536,362
Deficit		(5,645,500	)		(5,631,953	)
Total Stockholders' Deficit		(1,093,550	)		(1,080,003	)

Total Liabilities and Stockholders' Deficit	$	181,639		$	514,445

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

Table of Contents

INDIGENOUS ROOTS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)

		For the Three Months Ended November 30,
		2021			2020

REVENUE	$	2,822		$	2,003

EXPENSES
Operating expenses
General and administrative expenses	$	8,465		$	1,684
Legal and audit fees		7,461			609
Depreciation expense		-			10,340
Total operating expenses		15,926			12,633

OTHER EXPENSES
Foreign exchange		(11,878	)		590
Interest expense (Note 5)		12,321			17,740
Total other expenses		443			18,330
Net loss	$	(13,547	)	$	(28,960	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		15,586,857			15,086,857

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

Table of Contents

INDIGENOUS ROOTS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

		For the Three Months Ended November 30,
		2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,547	)	$	(28,960	)
Non-cash items:
Depreciation		-			10,340
Accrued interest expense		11,315			17,740
Change in operating assets and liabilities:
Accounts receivable		(816	)		(2,003	)
Accounts payable and accrued liabilities		11,926			(767	)
Due to related parties		1,500			1,500
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES		9,378			(2,149	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan repayments		(343,000	)		-
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES		(343,000	)		-
CASH, BEGINNING		515,903			23,114

CASH, ENDING	$	182,281		$	20,965

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

Table of Contents

INDIGENOUS ROOTS CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT
(EXPRESSED IN US DOLLARS)

	Shares Issued Number		Amount		Additional paid in capital		Deficit			Total
As at August 31, 2020	15,086,857		15,088		4,486,862		(4,714,516	)		(212,566	)
Net loss	-		-		-		(28,960	)		(28,960	)
As at November 30, 2020	15,086,857	$	15,088	$	4,486,862	$	(4,743,476		$	(241,526	)
Shares issued for services	500,000		500		49,500		-			50,000
Net loss	-		-		-		(888,477	)		(888,477	)
As at August 31, 021	15,586,857	$	15,588	$	4,536,362	$	(5,631,953	)	$	(1,080,003	)
Net loss	-		-		-		(13,547	)		(13,547	)
As a November 30, 2021	15,586,857		15,588		4,536,362		(5,645,500	)		(1,093,550	)

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

INDIGENOUS ROOTS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2021
(Stated in U.S. Dollars)

(Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

Indigenous Roots Corp. (the "Company") was incorporated in the State of Nevada on July 20, 2006 and is listed on the OTCQB under the symbol "IRCC".

On April 1, 2019, the Company acquired 100% of the issued and outstanding shares of Edison Power Company ('Edison Power"), a Nevada corporation, in exchange for 6,849,239 common shares of the Company. Edison Power owns a 100% interest in Edison Delaware 2 LLC, a Delaware registered limited liability corporation that owns and operates a 140 kW/h solar power generating facility in Georgetown, Delaware. The facility was substantially completed in March, 2019 and began generating power in April, 2019 (Note 3).

On December 1, 2019, the Company acquired all of the issued and outstanding shares of Edison Power Corporation ("EPC") in exchange for cash of $10. EPC was federally incorporated in Canada on April 13, 2015. EPC has no equity and has not generated any revenue since inception.

On October 15, 2021, a majority of the shareholders of the Company consented in writing to effectuate a spin-off of Edison Power, the Company's wholly-owned subsidiary. The effectuation date of the spin-off is subject to the pending approval of FINRA.

Once effectuated, the Spin-Off of EPC would result in the Company's Common stockholders owning one half share of the Common Stock of Edison Power for each one share owned of the Common Stock of the Company. The Spin-Off will result in the issuance of 7,543,428 shares of EPC being issued at a par value of 7,543. Edison Power will remain a wholly-owned subsidiary of the Company until the effectuation date.

Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At November 30, 2021 the Company had an accumulated deficit of $5,645,500 and a working capital deficiency of $1,093,549. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. Due to its inability to meet its debt obligation, the Company may have to forfeit ownership of the Solar Power System and thus lose its only revenue producing asset. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. There has been no immediate impact on the Company and the future impact is currently not determinable but management continues to monitor the situation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

(b) Principles of Consolidation

These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life of fixed asset and deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance and trust funds to be cash equivalents.

(e) Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. Impairment of long-lived assets is recognized when the net book value of such assets exceeds their expected cash flows, in which case the assets are written down to fair value, which is determined based on discounted future cash flows or appraised values.

(f) Related Party Transactions

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company's financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

(g) Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes". The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

(h) Foreign Currency Translation

The Company and its subsidiaries' functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in the statement of operations.

(i) Financial Instruments and Fair Value Measures

ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Financial Instruments and Fair Value Measures (continued)

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts receivable, accounts payable, loan payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(j) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" and ASC 505, "Equity Based Payments to Non-Employees", using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(k) Revenue

Pursuant to ASC 606, Revenue is derived from the generation of electricity utilizing the solar power generating system and collectivity is reasonably assured.

(l) Leases

Pursuant to ASC 842, transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. As of the date of this report, the Company has no material leases to report.

(m) Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at August 31, 2021 the Company does not have any potentially dilutive shares.

(n) Comprehensive Loss

ASC 220, "Comprehensive Income", establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

(o) Recent Accounting Pronouncements

None.

3. ACQUISITION

On April 1, 2019, the Company acquired 100% of the issued and outstanding shares of Edison Power, a Nevada corporation, in exchange for 6,849,239 common shares of the Company. Edison Power owns a 100% interest in Edison Delaware 2 LLC, a Delaware registered limited liability corporation.

Once effectuated, the Spin-Off of EPC would result in the Company's Common stockholders owning one half share of the Common Stock of Edison Power for each one share owned of the Common Stock of the Company. The Spin-Off will result in the issuance of 7,543,428 shares of the Company being issued at a par value of 7,543. Edison Power will remain a wholly-owned subsidiary of the Company until the effectuation date.

4. RELATED PARTY TRANSACTIONS

As at November 30, 2021, the Company owed $123,435 (August 31, 2021 - $466,435) to a related party of the Company for cash provided to the Company. The debt is unsecured, bears no interest and is payable on demand.

As at November 30, 2021, the Company owed $45,115 (August 31, 2021 - $43,615) to the Controller of the Company for cash and services provided to the Company. The debt is unsecured, bears no interest and is payable on demand.

During the three months ended November 30, 2021, the Company accrued $1,500 (November 30, 2020 - $1,500) in accounting fees to the Controller of the Company.

5. LOAN PAYABLE

On June 15, 2019, the Company issued a promissory note to SEU in the amount of $981,500. As at August 31, 2021, SEU had advanced the principal amount of $803,520. The promissory note bears an interest rate of 2% per annum and is payable in monthly installments of $4,161 including principal and interest for 240 months commencing January 1, 2020. The loan matures in January 2040. The funds were advanced to the Company for the construction of a solar power electricity generating system.

Loan payable as at August 31, 2021	$	906,142
Payment on Late Payment Fee		(2,006	)
Interest expense		4,137
Default interest expense		8,184
Loan payable as at November 30, 2021	$	916,457

The loan is secured by a promissory note, a first priority security interest on the solar power system, an assignment of a Power Purchase Agreement and the corporate guarantee of Edison Power Company. On September 1, 2020, SEU called for full payment of the loan due to payment arrears and the loan is now in default. The Company does not expect to make any further payments and as such SEU will be exercising its right to take ownership of the pledged assets. As at the date of filing, the negotiation between the Company and SEU is in progress. The Company has reclassified the loan as a current liability.

6. COMMON STOCK

Share Issuances

There were no share issuances during the three months ended November 30, 2021.

7. SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as noted below.

None.

PART I

Item 1. Business

Corporate Overview

Our principal executive offices are located at 41 Puget Drive, Steilacoom, WA. Our telephone number is (250) 681-1010.

Our common stock is quoted on the OTC Pink under the symbol "IRCC".

Corporate History

We were incorporated under the laws of the State of Nevada on July 20, 2006 under the name "Zebra Resources Incorporated" (aka "Zebra Resources Inc."). At inception, we were an exploration stage company engaged in the acquisition, exploration and development of mineral properties.

Effective March 17, 2010, we effected a one (1) old for two (2) new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 to 150,000,000 shares of common stock and our issued and outstanding increased from 32,000,000 shares of common stock to 64,000,000 shares of common stock, all with a par value of $0.001.

Effective March 17, 2010, we changed our name from "Zebra Resources Incorporated" to "American Paramount Gold Corp.", by way of a merger with our wholly owned subsidiary American Paramount Gold Corp., which was formed solely for the change of name.

The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 12, 2010 under the new stock symbol "APGA".

On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan ("2010 Plan") which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. As at August 31, 2016, there are no outstanding stock options.

On November 16, 2011, our company's board of directors approved a forty (40) for one (1) reverse stock split of our authorized and issued and outstanding common shares.

On November 28, 2011, the Nevada Secretary of State accepted for filing a Certificate of Change, wherein we effected an amendment to our Articles of Incorporation to decrease the authorized number of shares of our common stock from 150,000,000 to 3,750,000 shares of common stock, par value of $0.001. On November 29, 2011 the Nevada Secretary of State accepted for filing a Certificate of Correction, wherein we effected an amendment to our Articles of Incorporation to correct the Certificate of Change filed on November 28, 2011 to state that no fractional shares shall be issued and that fractional shares shall be rounded up rather than rounded down.

The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 26, 2012 under the new symbol APGA. The CUSIP number was changed to 02882T 204.

Effective January 8, 2019, we changed our name to Indigenous Roots Corp.

The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on February 9, 2019 under the stock symbol "IRCC". Our CUSIP number is 455685107.

On April 1, 2019, the Company acquired 100% of the issued and outstanding shares of Edison Power Company ('Edison Power"), a Nevada corporation, in exchange for 6,849,239 common shares of the Company. Edison Power owns a 100% interest in Edison Delaware 2 LLC, a Delaware registered limited liability corporation that owns and operates a 140 kW/h solar power generating facility in Georgetown, Delaware. The facility was completed in March, 2019 and began generating power in April, 2019.

Our Current Business

On April 1, 2019, the Company acquired the solar power system through the acquisition of Edison Power. On June 15, 2019, the Company issued a promissory note to Delaware Sustainable Energy Utility "DSEU") in the amount of $981,500 (the "Loan"). The funds were advanced to the Company for the construction of a solar power electricity generating system. The loan is secured by a promissory note, a first priority security interest on the solar power system, an assignment of a Power Purchase Agreement and the corporate guarantee of Edison Power Company. In September, 2020, SEU called for full payment of the loan due to a default of the Company to make payments on the Loan. The Company does not expect to make any further payments and as such SEU will be exercising its right to take ownership of the pledged assets. As at the date of filing, the negotiation between the Company and SEU is in progress. The Company has reclassified the loan as a current liability. The Company will not realize any future revenue.

We are currently seeking other opportunities in the Renewable Energy sector.

Subsidiaries

Once effectuated, the Spin-Off of EPC would result in the Company's Common stockholders owning one half share of the Common Stock of Edison Power for each one share owned of the Common Stock of the Company. The Spin-Off will result in the issuance of 7,543,428 shares of the Company being issued at a par value of 7,543. Edison Power will remain a wholly-owned subsidiary of the Company until the effectuation date.

Research and Development Expenditures

We have incurred $nil in research and development expenditures over the last two fiscal years.

Employees

Currently we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next twelve-month period. We do and will continue to outsource contract employment as needed.

Item 1A. Risk Factors

Risks Related to Our Company

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.

We have generated minimal revenue from operations since our incorporation. Due to its inability to meet its debt obligation, the Company lost control of the Solar Power System and thus lost all potential for revenues. We had cash of $182,281 as of November 30, 2021 and a working capital deficiency of $1,093,550. We have a cumulative net loss of $5,645,500 from our inception on July 20, 2006 through November 30, 2021. We estimate that our average annual operating expenses will be approximately $200,000 including management services and administrative costs. We have traditionally raised our operating capital from sales of equity securities and shareholder loans but there can be no assurance that we will continue to be able to do so.

Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our company's ability to continue as a going concern. Although there are no assurances that management's plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Pinksheet service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Pinksheet is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our common stock.

Item 1B. Unresolved Staff Comments

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

Item 2. Properties

Executive Offices

Our executive, administrative, and operating offices are located at 41 Puget Drive, Steilacoom, WA 98388.

Item 3. Legal Proceedings

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. [Removed and Reserved]

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "IRCC" The following quotations, obtained from Market Watch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Our shares are issued in registered form. Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: (775) 322-0626; Facsimile: (775) 322-5623) is the registrar and agent for our common and preferred shares.

On November 30, 2021, the shareholders' list showed 143 registered shareholders, 15,586,857 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended August 31, 2021 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended August 31, 2021.

Equity Compensation Plan Information

We have no long-term incentive plans, other than the 2010 Stock Option Plan described below.

2010 Stock Option Plan

On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. There are no outstanding options as at November 30, 2021.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	Nil	Nil	Nil

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the fourth quarter of our fiscal year ended August 31, 2021.

Item 6. Selected Financial Data

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended August 31, 2021 and August 31, 2020 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

Over the next 12 months we intend to operate as a business development company. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months
Expense	Amount
General, Administrative and Corporate Expenses	$100,000
Operating Expenses	$100,000
Total	$200,000

At present, our cash requirements for the next 12 months outweigh the funds available. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has no opportunity to realize any revenues at this time. Our financial condition raises substantial doubt about our company's ability to continue as a going concern.

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mining activities.

Off-Balance Sheet Arrangements or capital resources that is material to stockholders.

There were none at November 30, 2022.

RESULTS OF OPERATIONS - THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended November 30, 2021 and 2020 which are included herein.

Our operating results for the three months ended November 30, 2021 and 2020 are summarized as follows:

		Three Months			Three Months
		Ended			Ended
		November 30,			November 30,
		2021			2020

Revenue	$	(2,822	)	$	(2,003	)
Operating expenses		15,926			12,633
Other expense		443			18,330
Net (loss) income from operations	$	(13,547	)	$	(28,960	)

REVENUES

We generated revenue of $2,822 for the three months ended November 30, 2021 and $2,003 during the three months ended November 30, 2020. On April 1, 2020, the Company acquired the solar power system through the acquisition of Edison Power which began generating power in April, 2020.

As the Company has forfeited control of the System, it will not realize any future revenues. All revenue generated by the System is paid directly to DSEU and the proceeds are applied to outstanding interest debt.

EXPENSES

General and administrative expenses were $8,465 during the three months ended November 30, 2021 as compared to $1,684 for the three months ended November 30, 2020.

Legal and audit expenses were $7,461 during the three months ended November 30, 2021 as compared to $609 for the three months ended November 30, 2020.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

		November 30,			August 31,
		2021			2021

Current assets	$	181,640		$	514,445
Current liabilities		1,275,189			1,594,448
Working capital (deficit)	$	(1,093,549	)	$	(1,080,003	)

OPERATING ACTIVITIES

Cash provided by operating activities was $9,378 for the three months ended November 30, 2021 and cash used in operating activities was $2,149 for the three months ended November 30, 2020.

FINANCING ACTIVITIES

Cash used in financing activities was $343,000 for the three months ended November 30, 2021 and $nil for the three months ended November 30, 2020.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Accounting estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flows, our company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Fair value of financial instruments

The Company measures the fair value of financial assets and liabilities based on GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Income taxes

The Company follows the asset and liability method of accounting for income taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization.

Net loss per common share

Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Stock-based compensation

The Company applies the fair value method for accounting for stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black-Scholes Option Pricing Model. The options are expensed over the vesting period of the options on a graded vesting basis.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Concentration of credit risk

Our company places our cash and cash equivalents with high credit quality financial institutions.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

ITEM 6. EXHIBITS

Exhibit No.		Description

(3)		ARTICLES OF INCORPORATION AND BYLAWS

3.1		Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).

3.2		By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).

3.3		Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).

3.4		Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).

(10)		MATERIAL CONTRACTS

10.1		Mineral Lease Agreement between Royce L. Hackworth and Belva L. Tomany and our company dated April 16, 2012. (incorporated by reference from our Current Report on Form 8-K filed on April 19, 2010).

(31)		RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

31.1*		Section 302 Certification of the Principal Executive Officer under Sarbanes-Oxley Act of 2002

31.2*		Section 302 Certification of the Principal Financial Officer and Principal Accounting Officer under Sarbanes-Oxley Act of 2002

(32)		SECTION 1350 CERTIFICATIONS

32.1*		Section 906 Certification of the Principal Executive Officer under Sarbanes-Oxley Act of 2002

32.2*		Section 906 Certification of the Principal Financial Officer and Principal Accounting Officer under Sarbanes-Oxley Act of 2002

(101)*		Interactive Data File

101.INS		XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		INDIGENOUS ROOTS CORP.
		(Registrant)

Date: January 14, 2022		/s/ Larry Faulk
		Larry Faulk
		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)