Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Indoor Harvest Corp | |
Entity Central Index Key | 1,572,565 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,987,471 | |
Trading Symbol | INQD | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 42,981 | $ 35,453 |
Prepaid rent | 4,452 | |
Unused commitment fee | 50,000 | 50,000 |
Total current assets | 92,981 | 89,905 |
Furniture and equipment, net | 22,014 | 24,623 |
Security deposit | 12,600 | 12,600 |
Intangible asset, net | 5,463 | 5,892 |
Total assets | 133,058 | 133,020 |
Current liabilities: | ||
Accounts payable and accrued expenses | 109,574 | 89,033 |
Convertible notes payable, net of debt discount of $24,228 and $69,541, respectively | 565,272 | 455,459 |
Derivatives liability | 25,006 | 554,917 |
Accrued payroll | 3,722 | 6,653 |
Deferred rent | 5,671 | 6,239 |
Note payable - current portion | 7,714 | 7,520 |
Total current liabilities | 716,959 | 1,119,821 |
Long term liabilities: | ||
Note payable | 10,821 | 12,823 |
Total liabilities | 727,780 | 1,132,644 |
Stockholders’ deficit: | ||
Series A Convertible Preferred stock: $0.01 par value, 5,000,000 shares authorized; 750,000 shares issued and outstanding at both March 31, 2018 and December 31, 2017 | 7,500 | 7,500 |
Common stock: $0.001 par value, 50,000,000 shares authorized; 23,688,240 and 25,503,678 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 23,971 | 25,502 |
Additional paid-in capital | 7,909,845 | 7,376,196 |
Accumulated deficit | (8,536,038) | (8,408,822) |
Total stockholders’ deficit | (594,722) | (999,624) |
Total liabilities and stockholders’ deficit | $ 133,058 | $ 133,020 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Debt discount on note payable | $ 24,228 | $ 69,541 |
Series A, Convertible Preferred Stock, par value | $ 0.01 | $ 0.01 |
Series A, Convertible Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Series A, Convertible Preferred Stock, shares issued | 750,000 | 750,000 |
Series A, Convertible Preferred Stock, shares outstanding | 750,000 | 750,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 23,688,240 | 25,503,678 |
Common stock, shares outstanding | 23,688,240 | 25,503,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of sales | ||
Gross profit | ||
Operating expenses | ||
Depreciation and amortization expense | 3,038 | 13,141 |
Research and development | 737 | |
Professional fees | 71,375 | 90,547 |
General and administrative expenses | 198,190 | 622,403 |
Total operating expenses | 272,603 | 726,828 |
Loss from operations | (272,603) | (726,828) |
Other income (expense) | ||
Other income (expense) | 4 | (11,733) |
Interest expense | (17,669) | (112,685) |
Amortization of debt discount | (80,563) | (205,007) |
Change in fair value of embedded derivative liability | 243,615 | |
Total other income (expense) | 145,387 | (329,425) |
Net loss | $ (127,216) | $ (1,056,253) |
Net loss per common share: | ||
Net loss per share, basic and diluted | $ (0.01) | $ (0.06) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 24,649,867 | 16,816,214 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 7,500 | $ 25,502 | $ 7,376,196 | $ (8,408,822) | $ (999,624) |
Balance, shares at Dec. 31, 2017 | 750,000 | 25,503,678 | |||
Common stock issued for services - related party | $ 285 | 79,788 | 80,073 | ||
Common stock issued for services – related party, shares | 285,522 | ||||
Convertible debt converted into common stock | $ 1,464 | 148,535 | 149,999 | ||
Convertible debt converted into common stock, shares | 1,465,032 | ||||
Voluntary return of stock by related party | $ (3,280) | 3,280 | |||
Voluntary return of stock by related party, shares | (3,280,470) | ||||
Derivative liability | 286,296 | 286,296 | |||
Beneficial conversion feature | 15,750 | 15,750 | |||
Net loss | (127,216) | (127,216) | |||
Balance at Mar. 31, 2018 | $ 7,500 | $ 23,971 | $ 7,909,845 | $ (8,536,038) | $ (594,722) |
Balance, shares at Mar. 31, 2018 | 750,000 | 23,973,762 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (127,216) | $ (1,056,253) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 3,038 | 13,141 |
Amortization of debt discount | 80,563 | 205,007 |
Change in fair value of embedded derivative liability | (243,615) | |
Stock issued for services - related party | 80,073 | 109,930 |
Stock issued for services | 352,000 | |
Change in operating liability: | ||
Decrease in accounts receivable | 34,853 | |
Decrease in prepaid expense | 4,452 | |
Increase (decrease) in accounts payable and accrued expenses | 20,541 | (3,071) |
Decrease in deferred rent | (568) | (568) |
Decrease in accrued compensation - officers | (2,931) | (7,142) |
Net cash used in operating activities | (185,663) | (352,103) |
Cash flows from investing activities: | ||
Investment in joint venture | (250,000) | |
Purchase of equipment and software | (550) | |
Net cash used in investing activities | (250,550) | |
Cash flows from financing activities: | ||
Repayments of note payable | (1,809) | (227,132) |
Proceeds from convertible notes payable, less offering costs and OID costs paid | 195,000 | |
Proceeds from demand note payable, less OID costs paid | 250,000 | |
Repayment of convertible note | (175,000) | |
Issuance of common stock for cash | 824,000 | |
Net cash provided by financing activities | 193,191 | 671,868 |
Decrease in cash and cash equivalents | 7,528 | 69,215 |
Cash and cash equivalents at beginning of period | 35,453 | 78,219 |
Cash and cash equivalents at end of period | 42,981 | 147,434 |
Cash paid during the period for: | ||
Interest | 506 | 682 |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Beneficial conversion feature | 15,750 | 95,333 |
Settlement of convertible note into common shares | $ 100,000 | |
Partial conversion of convertible note into common shares | 150,000 | |
Conversion of preferred shares into common shares | $ 2,500 | |
Derivative liability reclassified to paid-in capital | 286,296 | |
Voluntary return of stock by related party | $ 3,280 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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,”) is a Texas corporation formed on November 23, 2011. Our principal executive office is located at 5300 East Freeway Suite A, Houston, Texas 77020. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a reverse triangular merger (the “Alamo Merger”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Merger, the member interests (“Alamo Surviver Members”) of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Principles of Consolidation The consolidated financial statements include the accounts of Indoor Harvest Corp. and its wholly-owned subsidiary, Alamo CBD. All significant inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. Accounts Receivable and Work in Progress Work in progress consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at March 31, 2018 and December 31, 2017. The Company records revenue based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset on the balance sheet as costs and estimated earnings in excess of billings. Unearned billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process. Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718-10, Stock Compensation. ASC 718-10 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). Loss per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation. Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share- based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASB ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years 2017, 2016, 2015, 2014, and 2013, remain subject to examination by the IRS and respective states. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. Property and Equipment Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table: Asset description Estimated Useful Life (Years) Furniture and equipment 3 - 5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income. Goodwill In accordance with ASC 350 Goodwill is not amortized but evaluated for impairment annually or more often if indicators of a potential impairment are present. Intangible Assets In accordance with ASC 350 Goodwill and Other Intangible Assets, indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5-year period. Patent and Patent Application Expenses Although the Company believes that its patent and underlying technology will have continuing value, the amount of future benefits to be derived from the patent is uncertain. Therefore, patent costs are expensed as incurred. Research and Development Research and development expenditures are charged to expense as incurred. Research and development expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Research and development expense $ - $ 737 Advertising Expense Advertising and promotional costs are expensed as incurred. Advertising expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Advertising expense $ 112 $ 9,852 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements may significantly impact future reporting of financial position and results of operations. Management is currently assessing implementation. The FASB has issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: ● A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and ● A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ● Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ● The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). The FASB has issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2018 and December 31, 2017, the Company did not have any derivative instruments that were designated as hedges. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. Reclassification Certain expense items have been reclassified in the statement of operations for the three months ended March 31, 2017, to conform to the reporting format adopted for the three months ended March 31, 2018. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN As reflected in the accompanying financial statements, the Company had a net loss of $127,216, net cash used in operations of $185,663 and has an accumulated deficit of $8,536,038, for the three months ended March 31, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business. The business plan of the Company is to engage in the design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”). During the next twelve months, the Company’s strategy is to: complete ongoing product development; commence product marketing, product assembly and sales; construct a demonstration CEA and BIA farm; and offer design-build services. The Company’s long-term strategy is to direct sale, license and franchise their patented technologies and methods. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consist of the following: Classification March 31, 2018 December 31, 2017 Furniture and equipment $ 11,666 $ 11,666 Leasehold improvements 38,717 38,717 Computer equipment 3,019 3,019 Total 53,402 53,402 Less: Accumulated depreciation (31,388 ) (28,779 ) Property and equipment, net $ 22,014 $ 24,623 Depreciation expense for the three months ended March 31, 2018, totaled $2,609. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS There were no impairment charges taken for the domain name during the three months ended March 31, 2018 and 2017. Intangible assets consist of the following as of March 31, 2018 and December 31, 2017: Classification 2018 2017 Domain name $ 2,000 $ 2,000 Facilities Manager’s Package Online 1,022 1,022 MLC CD Systems (software) 7,560 7,560 Total 10,582 10,582 Less: Accumulated amortization (5,119 ) (4,690 ) Intangible assets, net $ 5,463 $ 5,892 |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 5 - COMMITMENTS & CONTINGENCIES On February 20, 2014, the Company signed a 60-month lease on a 10,000 sq. ft. office/warehouse facility and paid a deposit of $12,600. The monthly base rent is $4,200 increasing 6% every two years for the term of the lease. The property is adequate for all of the Company’s currently planned activities. On January 22, 2018, the Company entered into a 6-month sublease agreement for a portion of the 10,000 sq. ft. office/warehouse facility. The term of the sublease is February 1, 2018 through July 31, 2018 at $2,000 per month. The Company records the sublease income as a reduction of rent expense in the Consolidated Statements of Operations within general and administrative expenses. Deferred rent payable at March 31, 2018 was $5,667. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods. Rent expense, net of sublease payments received, for the three months ended March 31, 2018 and 2017 were as follows: 2018 2017 Rent expense $ 13,240 $ 18,639 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 6 - FAIR VALUE MEASUREMENTS Carrying amounts reported on the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. Debt classified as Level 2 in the fair value hierarchy represent convertible notes payable of $778,725 and $122,383 at March 31, 2018 and December 31, 2017, respectively. Financial instruments classified as Level 3 in the fair value hierarchy represents derivative liability of $25,006 and $554,916 March 31, 2018 and December 31, 2017, respectively. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 7 - NOTE PAYABLE On June 5, 2015, the Company entered into a five-year loan agreement totaling $36,100. The loan carries interest at a rate of 10.25%. March 31, 2018 December 31, 2017 Balance as of period end $ 18,535 $ 20,343 Less: current portion 7,714 7,520 Long-term note payable, net $ 10,821 $ 12,823 |
Debt and Convertible Loan Payab
Debt and Convertible Loan Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Convertible Loan Payable | NOTE 8 - DEBT AND CONVERTIBLE LOAN PAYABLE Convertible Note Payable On March 24, 2017, the Company entered into a securities purchase agreement with Tangiers Global, LLC (“Tangiers”) relating to the issuance and sale of notes (“Note 1”) in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 1 is convertible into shares of common stock at a price equal to $0.30 per share; provided, however that if Note 1 is not retired on or before the maturity date, defined in Note 1 as a “Maturity Default” the conversion price shall be adjusted to be equal to the lower of: (i) $.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the date that the Company receives a notice of conversion. The Tangiers Note 1 carries interest on the unpaid principal amount at the rate of 8% per annum and is due and payable eight months from the effective date of each payment. As of March 31, 2018, the balance under Note 1 is $369,000, which includes $44,000 guaranteed interest. As of March 31, 2018, Note 1 can be converted into 1,768,738 shares of the Company’s common stock. On October 12, 2017, the Company entered into an Investment Agreement with Tangiers. Pursuant to the terms of the Investment Agreement, Tangiers committed to purchase up to $2,000,000 of our common stock over a period of up to 36 months. From time to time during the 36-month period commencing from the effectiveness of the registration statement, we may deliver a put notice to Tangiers which states the dollar amount that we intend to sell to Tangiers on a date specified in the put notice. The maximum investment amount per notice must be no more than 200% of the average daily trading dollar volume of our common stock for the eight (8) consecutive trading days immediately prior to date of the applicable put notice and such amount must not exceed an accumulative amount of $250,000. The minimum put amount is $5,000. The purchase price per share to be paid by Tangiers will be the 80% of the of the average of the two lowest closing bid prices of the common stock during the pricing period applicable to the put notice, provided, however, an additional 10% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 15% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice. The Company issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee for the Investment Agreement. The promissory note maturity date is May 12, 2018. The principal amount due under Note 2 can be converted by Tangiers any time, into shares of the Company’s common stock at a conversion price of $0.1666 per share. Upon a “Maturity Default,” which is defined in Note 2 as the event in which Note 2 is not retied prior to its maturity date, Tangiers’ conversion rights under Note 2 would be adjusted such that the conversion price would be the lower of (i) $0.1666 or (ii) b) 65% of the average of the two lowest trading prices of the Company’s common stock during the 10 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. As of March 31, 2018, the balance under Note 2 is $55,000, which includes $5,000 guaranteed interest. As of March 31, 2018, Note 2 can be converted into 300,120 shares of the Company’s common stock. On October 10, 2017, the Company executed Amendment #1 to the Tangiers Note 1 for a final draw of $250,000 payment plus a 10% original issue discount (“Note 2”). Amendment #1 modified the maturity date for the Tangier Note from eight months to six months from the effective date of each payment. All other terms and conditions of the Tangiers Note 1 remain effective. The execution of Amendment #1 to Note 1 on October 10, 2017 caused the Company to default on the first draw due under Note 1 due to the acceleration of the maturity date. The default allows Tangiers to demand payment in cash equal to 150% of the outstanding principal and interest, which is automatically added to the outstanding principle, and convert all or a portion of the outstanding principal into shares of common stock of the Company. The default conversion rate of Note 1 is now the lower of the conversion rate then in effect or 65% of the lowest trading price for the 15 days prior to Tangiers’ notice of conversion. As of May 1, 2018, Tangiers has informed the Company that they have elected at this time not to enforce the default interest rate under Note 1 and also not to enforce the fees, reserving its rights to enforce the foregoing in their discretion. Other than the foregoing, none of the above listed notes are currently in default. On October 17, 2017, the Company issued 329,670 shares of its common stock to Tangiers pursuant to Tangiers’ conversion of $30,000 of Note 1 at a conversion price of $0.09. On December 18, 2017, the Company issued 516,648 shares of its common stock to Tangiers pursuant to Tangiers’ conversion of $45,000 of Note 1 at a conversion price of $0.09. On January 9, 2018, the Company issued 899,685 shares of its common stock to Tangiers pursuant to Tangiers’ conversion of $100,000 of Note 1 at a conversion price of $0.11. On January 16, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 3”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 3 is convertible into shares of the Company’s common stock at a conversion price of $0.30 per share. However, if Note 3 is not paid back on or before the maturity date, defined in Note 3 as a “Maturity Default”, the conversion price of Note 3 shall then be adjusted to be equal to the lower of: (i) $0.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion of Note 3. As of March 31, 2018, the balance under Note 3 is $231,660, which includes $17,160 guaranteed interest. As of March 31, 2018, Note 3 can be converted into 650,000 shares of the Company’s common stock. Note 3 Amendment #1 has a maturity date of August 13, 2018. On March 5, 2018, the Company issued 269,716 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $25,000 of Note 1 at a conversion price of $.09. On March 21, 2018, the Company issued 295,631 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $25,000 of Note 1 at a conversion price of $.08. For the three months ended March 31, 2018, the Company accrued $17,160 in guaranteed interest related to the outstanding the notes. Debt Discount and Original Issuance Costs for Convertible Note During the three months ended March 31, 2018 and for the year ended December 31, 2017, the Company recorded debt discounts totaling $24,228 and $69,541, respectively. The debt discount amount consists of debt discount due to beneficial conversion features, warrant, original issue costs, and debt issue costs. The debt discounts recorded in 2018 and 2017, pertain to beneficial conversion feature on the convertible notes. The notes are required to be bifurcated and reported at fair value on the date of grant. During the three months ended March 31, 2018 and for the year ended December 31, 2017, the Company amortized $80,563 and $466,862 to interest expense, respectively. March 31, 2018 December 31, 2017 Debt discount, beginning of period $ 69,541 $ 152,617 Additional debt discount and debt issue cost 35,320 383,786 Amortization of debt discount and debt issue cost (80,563 ) (466,862 ) Debt discount, end of period $ 24,298 $ 69,541 Debt Issuance Costs for Convertible Note During the three months ended March 31, 2018 and for the year ended December 31, 2017, the Company did not pay any debt issue costs. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9 - DERIVATIVE LIABILITIES The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the three months ended March 31, 2018: Derivative liabilities - December 31, 2017 $ 554,916 Add fair value at the commitment date for convertible notes issued during the current year - Less derivatives due to conversion (286,296 ) Fair value mark to market adjustment for derivatives (243,615 ) Derivative liabilities - March 31, 2018 25,005 Less : current portion (25,005 ) Long-term derivative liabilities $ - The following schedule shows the change in fair value of the derivative liabilities for the year ended December 31, 2017: Derivative liabilities - December 31, 2016 $ - Add fair value at the commitment date for convertible notes issued during the current year 213,453 Less derivatives due to conversion (18,800 ) Fair value mark to market adjustment for derivatives 360,263 Derivative liabilities - December 31, 2017 554,916 Less : current portion (554,916 ) Long-term derivative liabilities $ - |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 - RELATED PARTY TRANSACTIONS On January 15, 2018 Ms. Sandra Fowler, was appointed as the Chief Marketing Officer of the Company. Pursuant to the terms of the Fowler Employment Agreement, Ms. Fowler shall serve as Chief Marketing Officer of the Company. The initial term of the agreement will expire on January 15, 2019 and commencing on January 15, 2019 and on each anniversary of such date thereafter, the term of the Fowler Employment Agreement shall automatically renew for a one-year period, unless earlier terminated by either party pursuant to the terms of the Fowler Employment Agreement. In consideration for Ms. Fowler’s services, under the Fowler Employment Agreement, Ms. Fowler shall receive (i) an annual base salary of $48,000 and (ii) 200,000 shares of restricted common stock of the Company. Further, pursuant to the Fowler Employment Agreement, the Company agreed to revise the annual base compensation for Ms. Fowler to $65,000, after 90 days of the execution of the Fowler Employment Agreement, or after the Company raises not less than $1,000,000 from sales of its equity securities subsequent to the execution of the Fowler Employment Agreement, whichever may come first. In addition, Ms. Fowler shall be eligible to participate in any equity-based incentive compensation plan or programs adopted by the Company’s board of directors. On February 5, 2018, Dr. Coleman and Benjamin Coleman voluntarily returned and canceled an aggregate of 3,280,470 common shares in order to prevent dilution to the shareholders during the Company’s efforts to secure new senior management, provide additional incentive equity and to form an advisory board. The return of common stock by Dr. Coleman and Benjamin Coleman was a non-cash transaction. On February 20, 2018, Mr. Daniel Weadock was appointed Chief Executive Officer and Director of the Company. On February 20, 2018, the Company entered into an executive employment agreement with Mr. Weadock (the “Weadock Employment Agreement”), pursuant to which Mr. Weadock agreed to act as the Company’s chief executive officer. Pursuant to the terms of the Weadock Employment Agreement, Mr. Weadock initial will not receive a salary. However, effective on the business day after the date on which the Company achieves Capitalization (as hereinafter defined) of $2,000,000 or more, Mr. Weadock’s annual base salary will be $100,000. For purposes of the Weadock Employment Agreement, “Capitalization” means aggregate net cash proceeds received by the Company from (a) the Company’s sale of common stock pursuant to Puts (as such term is defined in the Investment Agreement dated as of October 12, 2017 by and between the Company and Tangiers Global, LLC (the “Investment Agreement”)) under the Investment Agreement, and/or (b) any other sale by the Company of common stock or preferred stock, whether in a public offering or a private placement. In addition, pursuant to the terms of the Weadock Employment Agreement, the Company agreed to grant Mr. Weadock (i) 300,000 shares of restricted stock as soon as administratively practicable following execution of the Weadock Employment Agreement, and (ii) 1,584,202 shares of restricted common stock, consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no shares will be issued with respect to any grant if Mr. Weadock is not employed by the Company as an executive on the respective Date of Grant as set forth in the agreement. The Weadock Employment Agreement has a term of one year, unless Mr. Weadock’s employment is terminated sooner by the board of directors, and the term will be extended for additional one-year periods unless the Company or Mr. Weadock gives the other party at least 30 days’ prior written notice of its intent not to renew. On February 20, 2018, the Company also entered into a compensation agreement with Mr. Weadock (the “Director Compensation Agreement”).Pursuant to the terms of the Director Compensation Agreement, the Company agreed to grant Mr. Weadock an aggregate of 240,000 shares of restricted common stock, consistent with the grant and vesting schedule set forth in the agreement; provided, however, that no grant will be made and no shares will be issued with respect to any grant, if Mr. Weadock is not a member of the Company’s board of directors on the respective Date of Grant as set forth in the agreement. If the Company is acquired by, or merged into and with, another entity prior to the last Date of Vesting set forth in the agreement (i.e. February 23, 2022), all shares issuable to Mr. Weadock under the Director Compensation Agreement will become fully vested and non-forfeitable. The Company also agreed to reimburse Mr. Weadock for all reasonable travel and incidental expenses incurred by Mr. Weadock in performing his services and attending meetings as approved in advance by the Company. Also, on February 20, 2018, the Company also entered into an indemnity agreement with Mr. Weadock (the “Weadock Indemnity Agreement”). Pursuant to the terms of the Indemnity Agreement, the Company agreed to use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers; provided, however, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or Mr. Weadock is covered by similar insurance maintained by a subsidiary of the Company. In addition the foregoing, the Company will indemnify Mr. Weadock from certain third party actions, derivative actions and actions where Mr. Weadock is decreased; provided, however, the Company shall not be obligated to indemnify Mr. Weadock for actions including, but not limited to, actions initiated by Mr. Weadock, for any action in which it is determined that the material assertions made by Mr. Weadock in such proceeding were not made in good faith or were frivolous, for any settlements not authorized by the Company, for any actions on the account of Mr. Weadock’s willful misconduct, and for any expenses and the payment of profits arising from the purchase and sale Mr. Weadock of securities in violation of Section 16(b) of the Securities Exchange Act, or any similar successor statute; provided, further that, that the Company shall not be obligated to indemnify Mr. Weadock for expenses or liabilities of any type whatsoever which have been paid directly to Mr. Weadock pursuant to the Company’s D&O Insurance policy. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11 - STOCKHOLDERS’ DEFICIT Series A Convertible Preferred Stock During the third quarter of fiscal 2016, the Company initiated a subscription agreement to offer accredited investors up to 1,000,000 units (“Units”) of securities, each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant (“Warrant”). The price per Unit was $0.50 for a maximum aggregate proceeds of $500,000. There are no dividends on the Series A Convertible Preferred Stock. The Warrants were exercisable at $0.50 per share for a period of one year. As of March 31, 2018, the warrants were not exercised. Therefore, the Company has disclosed the expiration of the Warrants. On March 20, 2017, the Company’s Series A Preferred Convertible Stock shareholders (“Series A Holders”) each voted to waive and remove the provisions of Section 5(iii) of the Certificate of Designations of the Series A Preferred Stock Designation. Series A Holders have each agreed individually and also as a group to convert their Series A Convertible Preferred Stock into common stock at a conversion price equal to $0.30 per share. A total of 250,000 shares of the Company’s Series A Preferred Convertible Stock were converted into an aggregate of 416,667 shares of common stock. As a result of this action, there currently are no Series A Convertible Preferred Stock issued and outstanding. Common Stock On January 9, 2018, the Company issued 899,685 shares of its common stock to Tangiers pursuant to Tangiers’ conversion of $100,000 of Note 1 at a conversion price of $0.11. On January 15, 2018, the Company issued 200,000 shares of common stock related to an Employment Agreement with Sandra Fowler, Chief Marketing Officer. The Company recorded a fair value of $66,000 ($0.33 per share) based upon the most current trading price of the Company’s stock. On February 5, 2018, Dr. Coleman and Benjamin Coleman voluntarily returned and canceled an aggregate of 3,280,470 common shares in order to prevent dilution to the shareholders during the Company’s efforts to secure new senior management, provide additional incentive equity and to form an advisory board. The return of common stock by Dr. Coleman and Benjamin Coleman was a non-cash transaction and reduces the common stock outstanding as of March 31, 2018. On February 20, 2018, the Company issued 43,387 shares of common stock related to an Employment Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $7,810 ($0.18 per share) based upon the most current trading price of the Company’s stock. On February 23, 2018, the Company issued 12,135 shares of common stock related to an Director Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $2,063 ($0.17 per share) based upon the most current trading price of the Company’s stock. On March 5, 2018, the Company issued 269,716 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $25,000 of Note 1 at a conversion price of $.09. On March 20, 2018, the Company issued 30,000 shares of its common stock to members of the Company’s Advisory Board. The Company recorded a fair value of $4,200 ($0.14 per share) based upon the most recent trading price of the Company’s stock. On March 21, 2018, the Company issued 295,631 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $25,000 of Note 1 at a conversion price of $.08. Common Stock Warrants For the three months ended March 31, 2018 and the year ended December 31, 2017, no warrants were outstanding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS On April 10, 2018, the Company defaulted on Amendment #1, the second draw due under Note 1, as the maturity date expired. As of May 1, 2018, Tangiers has informed the Company that they have elected at this time not to enforce the default interest rate under Note 1 and also not to enforce the fees, reserving its rights to enforce the foregoing in their discretion. The default allows Tangiers to demand payment in cash equal to 150% of the outstanding principal and interest, which is automatically added to the outstanding principle, and convert all or a portion of the outstanding principal into shares of common stock of the Company. The default conversion rate of Note 1 is now the lower of the conversion rate then in effect or 65% of the lowest trading price for the 15 days prior to Tangiers’ notice of conversion. On April 13, 2018, the Company issued 769,231 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $50,000 of Note 1 at a conversion price of $.07. On April 17, 2018, the Company executed Amendment #2 to the Tangiers Note 3 for a draw of $120,00 payment plus a 10% original issue discount. All terms and conditions of the Tangiers Note 3 remain effective. As of May 15, 2018, the balance under Note 3 is $374,220, which includes $27,720 guaranteed interest. As of May 15, 2018, Note 3 can be converted into 1,155,000 shares of the Company’s common stock. Note 3 Amendment #2 has a maturity date of October 13, 2018. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization Indoor Harvest Corp. (the “Company,”) is a Texas corporation formed on November 23, 2011. Our principal executive office is located at 5300 East Freeway Suite A, Houston, Texas 77020. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a reverse triangular merger (the “Alamo Merger”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Merger, the member interests (“Alamo Surviver Members”) of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. From inception until August 4, 2017, the Company provided full service, state of the art design-build, engineering, procurement and construction services to the indoor and vertical farming industry. The Company provided production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”), for two unique industries, produce and cannabis. In mid-2016, the Company began efforts to separate its produce and cannabis related operations due to ongoing feedback from both clients and potential institutional investors. It was determined that the Company’s involvement in the cannabis industry was creating conflicts for clients and potential institutional investors wishing to work with the Company from the produce industry due to the public perception and political issues surrounding the cannabis industry. By late-2016, the Company had decided to cease actively selling its products and services to the vertical farming industry and to focus on utilizing the Company’s developed technology and methods for the cannabis industry. On August 4, 2017, the Company ceased actively supporting business development of vertical farms for produce production. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. |
Use of Estimates | 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 Indoor Harvest Corp. and its wholly-owned subsidiary, Alamo CBD. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents. |
Accounts Receivable and Work in Progress | Accounts Receivable and Work in Progress Work in progress consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at March 31, 2018 and December 31, 2017. The Company records revenue based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset on the balance sheet as costs and estimated earnings in excess of billings. Unearned billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718-10, Stock Compensation. ASC 718-10 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). |
Loss Per Share | Loss per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share- based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASB ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years 2017, 2016, 2015, 2014, and 2013, remain subject to examination by the IRS and respective states. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table: Asset description Estimated Useful Life (Years) Furniture and equipment 3 - 5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income. |
Goodwill | Goodwill In accordance with ASC 350 Goodwill is not amortized but evaluated for impairment annually or more often if indicators of a potential impairment are present. |
Intangible Assets | Intangible Assets In accordance with ASC 350 Goodwill and Other Intangible Assets, indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5-year period. |
Patent and Patent Application Expenses | Patent and Patent Application Expenses Although the Company believes that its patent and underlying technology will have continuing value, the amount of future benefits to be derived from the patent is uncertain. Therefore, patent costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenditures are charged to expense as incurred. Research and development expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Research and development expense $ - $ 737 |
Advertising Expense | Advertising Expense Advertising and promotional costs are expensed as incurred. Advertising expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Advertising expense $ 112 $ 9,852 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements may significantly impact future reporting of financial position and results of operations. Management is currently assessing implementation. The FASB has issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: ● A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and ● A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ● Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ● The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). The FASB has issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2018 and December 31, 2017, the Company did not have any derivative instruments that were designated as hedges. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. Reclassification Certain expense items have been reclassified in the statement of operations for the three months ended March 31, 2017, to conform to the reporting format adopted for the three months ended March 31, 2018. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life by Asset Description | The estimated useful life by asset description is noted in the following table: Asset description Estimated Useful Life (Years) Furniture and equipment 3 - 5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. |
Schedule of Research and Development Expense | Research and development expenditures are charged to expense as incurred. Research and development expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Research and development expense $ - $ 737 |
Schedule of Advertising Expense | Advertising and promotional costs are expensed as incurred. Advertising expense for the three months ended March 31, 2018 and 2017 are as follows: 2018 2017 Advertising expense $ 112 $ 9,852 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Classification March 31, 2018 December 31, 2017 Furniture and equipment $ 11,666 $ 11,666 Leasehold improvements 38,717 38,717 Computer equipment 3,019 3,019 Total 53,402 53,402 Less: Accumulated depreciation (31,388 ) (28,779 ) Property and equipment, net $ 22,014 $ 24,623 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of March 31, 2018 and December 31, 2017: Classification 2018 2017 Domain name $ 2,000 $ 2,000 Facilities Manager’s Package Online 1,022 1,022 MLC CD Systems (software) 7,560 7,560 Total 10,582 10,582 Less: Accumulated amortization (5,119 ) (4,690 ) Intangible assets, net $ 5,463 $ 5,892 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense, net of sublease payments received, for the three months ended March 31, 2018 and 2017 were as follows: 2018 2017 Rent expense $ 13,240 $ 18,639 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable | March 31, 2018 December 31, 2017 Balance as of period end $ 18,535 $ 20,343 Less: current portion 7,714 7,520 Long-term note payable, net $ 10,821 $ 12,823 |
Debt and Convertible Loan Pay25
Debt and Convertible Loan Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Discount and Original Issuance Costs | March 31, 2018 December 31, 2017 Debt discount, beginning of period $ 69,541 $ 152,617 Additional debt discount and debt issue cost 35,320 383,786 Amortization of debt discount and debt issue cost (80,563 ) (466,862 ) Debt discount, end of period $ 24,298 $ 69,541 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Change in Fair Value of Derivative Liabilities | The following schedule shows the change in fair value of the derivative liabilities for the three months ended March 31, 2018: Derivative liabilities - December 31, 2017 $ 554,916 Add fair value at the commitment date for convertible notes issued during the current year - Less derivatives due to conversion (286,296 ) Fair value mark to market adjustment for derivatives (243,615 ) Derivative liabilities - March 31, 2018 25,005 Less : current portion (25,005 ) Long-term derivative liabilities $ - The following schedule shows the change in fair value of the derivative liabilities for the year ended December 31, 2017: Derivative liabilities - December 31, 2016 $ - Add fair value at the commitment date for convertible notes issued during the current year 213,453 Less derivatives due to conversion (18,800 ) Fair value mark to market adjustment for derivatives 360,263 Derivative liabilities - December 31, 2017 554,916 Less : current portion (554,916 ) Long-term derivative liabilities $ - |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Minimum [Member] | |
Finite-lived intangible assets | 3 years |
Maximum [Member] | |
Finite-lived intangible assets | 5 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life by Asset Description (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Furniture And Equipment [Member] | |
Estimate Useful Life (Years) | 3 - 5 Years |
Tooling Equipment [Member] | |
Estimate Useful Life (Years) | 10 Years |
Leasehold Improvements [Member] | |
Estimate Useful Life (Years) | The shorter of 5 years or the life of the lease. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Research and Development Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Research and development expense | $ 737 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Advertising expense | $ 112 | $ 9,852 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 127,216 | $ 1,056,253 | |
Net cash used in operations | 185,663 | $ 352,103 | |
Accumulated deficit | $ 8,536,038 | $ 8,408,822 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,038 | $ 13,141 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 53,402 | $ 53,402 |
Less: Accumulated depreciation | (31,388) | (28,779) |
Property and equipment, net | 22,014 | 24,623 |
Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,666 | 11,666 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 38,717 | 38,717 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,019 | $ 3,019 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 10,582 | $ 10,582 |
Less: Accumulated amortization | (5,119) | (4,690) |
Intangible assets, net | 5,463 | 5,892 |
Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 2,000 | 2,000 |
Facilities Manager's Package Online [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 1,022 | 1,022 |
MLC CD Systems (Software) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 7,560 | $ 7,560 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Jan. 22, 2018a | Feb. 20, 2014USD ($)a | Mar. 31, 2018USD ($) |
Description of lease arrangements | On January 22, 2018, the Company entered into a 6-month sublease agreement for a portion of the 10,000 sq. ft. office/warehouse facility. The term of the sublease is February 1, 2018 through July 31, 2018 at $2,000 per month. The Company records the sublease income as a reduction of rent expense in the Consolidated Statements of Operations within general and administrative expenses. | ||
Period of rental agreement | 6 months | 60 months | |
Area of land | a | 10,000 | 10,000 | |
Deposit on rent facility | $ 12,600 | ||
Monthly rent payable | $ 4,200 | ||
Monthly base rent increasing percentage | 6.00% | ||
Period of increasing base rent | 2 years | ||
Deferred rent payable | $ 5,667 | ||
February 1, 2018 through July 31, 2018 [Member] | |||
Monthly rent payable | $ 2,000 |
Commitments & Contingencies - S
Commitments & Contingencies - Schedule of Rent Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 13,240 | $ 18,639 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Convertible note payable fair value classified as Level 2 | $ 778,725 | $ 122,383 |
Derivative liability fair value classified as Level 3 | $ 25,006 | $ 554,917 |
Note Payable (Details Narrative
Note Payable (Details Narrative) | Jun. 05, 2015USD ($) |
Debt Disclosure [Abstract] | |
Loan payable term | 5 years |
Principal loan amount | $ 36,100 |
Loan payable, interest rate | 10.25% |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Balance as of period end | $ 18,535 | $ 20,343 |
Less: current portion | 7,714 | 7,520 |
Long-term note payable, net | $ 10,821 | $ 12,823 |
Debt and Convertible Loan Pay40
Debt and Convertible Loan Payable (Details Narrative) | Mar. 21, 2018$ / sharesshares | Mar. 20, 2018shares | Mar. 05, 2018$ / sharesshares | Jan. 16, 2018USD ($)Days$ / shares | Jan. 09, 2018$ / sharesshares | Dec. 18, 2017USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Oct. 12, 2017USD ($)Days$ / sharesshares | Oct. 10, 2017USD ($)Days | Mar. 24, 2017USD ($)Days$ / shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($) | Jun. 05, 2015USD ($) |
Conversion of debt, shares issued | shares | 150,000 | |||||||||||||
Number of shares issued | shares | 30,000 | |||||||||||||
Debt face amount | $ 36,100 | |||||||||||||
Repayments of note payable | $ 1,809 | $ 227,132 | ||||||||||||
Debt Discount and Original Issuance Costs [Member] | ||||||||||||||
Additional debt discount | 24,228 | $ 69,541 | ||||||||||||
Interest expense | 80,563 | $ 466,862 | ||||||||||||
Tangiers Global, LLC [Member] | ||||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.08 | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.09 | $ 0.30 | ||||||||
Conversion rate | 65.00% | 65.00% | ||||||||||||
Number of trading days for conversion | Days | 15 | 15 | ||||||||||||
Conversion of debt, shares issued | shares | 295,631 | 269,716 | 899,685 | 516,648 | 329,670 | |||||||||
Repayments of note payable | $ 250,000 | |||||||||||||
Percentage multiplied by principal and accrued interest | 150.00% | |||||||||||||
Original debt converted | $ 45,000 | $ 30,000 | ||||||||||||
Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||
Proceeds from notes payable | $ 550,000 | |||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.30 | |||||||||||||
Conversion rate | 65.00% | |||||||||||||
Number of trading days for conversion | Days | 15 | |||||||||||||
Outstanding balance | 231,600 | |||||||||||||
Guaranteed interest | $ 17,160 | |||||||||||||
Conversion of debt, shares issued | shares | 650,000 | |||||||||||||
Debt maturity date | Aug. 13, 2018 | |||||||||||||
Securities Purchase Agreement [Member] | Tangiers Global, LLC [Member] | ||||||||||||||
Proceeds from notes payable | $ 550,000 | |||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||
Interest rate percentage on unpaid principal amount | 8.00% | |||||||||||||
Outstanding balance | $ 369,000 | |||||||||||||
Guaranteed interest | $ 44,000 | |||||||||||||
Conversion of debt, shares issued | shares | 1,768,738 | |||||||||||||
Investment Agreement [Member] | Tangiers Global, LLC [Member] | ||||||||||||||
Number of trading days for conversion | Days | 8 | |||||||||||||
Number of shares issued | shares | 2,000,000 | |||||||||||||
Investment description | The maximum investment amount per notice must be no more than 200% of the average daily trading dollar volume of our common stock for the eight (8) consecutive trading days immediately prior to date of the applicable put notice and such amount must not exceed an accumulative amount of $250,000. The minimum put amount is $5,000. The purchase price per share to be paid by Tangiers will be the 80% of the of the average of the two lowest closing bid prices of the common stock during the pricing period applicable to the put notice, provided, however, an additional 10% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 15% will be added to the discount of each put if we are under DTC chill status on the applicable date of the put notice. | |||||||||||||
Maximum put amount | $ 250,000 | |||||||||||||
Minimum put amount | $ 5,000 | |||||||||||||
Investment Agreement [Member] | Tangiers Global, LLC [Member] | Fixed Convertible Promissory Note [Member] | ||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.1666 | |||||||||||||
Conversion rate | 65.00% | |||||||||||||
Number of trading days for conversion | Days | 10 | |||||||||||||
Outstanding balance | $ 55,000 | |||||||||||||
Guaranteed interest | $ 5,000 | |||||||||||||
Conversion of debt, shares issued | shares | 300,120 | |||||||||||||
Debt face amount | $ 50,000 | |||||||||||||
Debt maturity date | May 12, 2018 |
Debt and Convertible Loan Pay41
Debt and Convertible Loan Payable - Schedule of Debt Discount and Original Issuance Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt discount, beginning of period | $ 69,541 | $ 152,617 |
Additional debt discount and debt issue cost | 35,320 | 383,786 |
Amortization of debt discount and debt issue cost | (80,563) | (466,862) |
Debt discount, end of period | $ 24,298 | $ 69,541 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Change in Fair Value of Derivative Liabilities (Details) - USD ($) | Mar. 20, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liabilities, beginning | $ 554,916 | ||
Add fair value at the commitment date for convertible notes issued during the current year | $ 4,200 | 213,453 | |
Less derivatives due to conversion | (286,296) | (18,800) | |
Fair value mark to market adjustment for derivatives | (243,615) | 360,263 | |
Derivative liabilities, ending | 25,005 | 554,916 | |
Less : current portion | (25,006) | (554,917) | |
Long-term derivative liabilities |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 20, 2018 | Feb. 05, 2018 | Jan. 15, 2018 |
Weadock Employment Agreement [Member] | |||
Number of restricted common stock | 300,000 | ||
Director Compensation Agreement [Member] | |||
Number of restricted common stock | 240,000 | ||
Ms. Sandra Fowler [Member] | |||
Agreement expire date | Jan. 15, 2019 | ||
Employee annual compensation | $ 48,000 | ||
Number of restricted common stock | 200,000 | ||
Ms. Sandra Fowler [Member] | Employment Agreement [Member] | |||
Sale of equity securities | $ 1,000,000 | ||
Ms. Sandra Fowler [Member] | Employment Agreement [Member] | After 90 Days [Member] | |||
Employee annual compensation | $ 65,000 | ||
Dr. Coleman and Benjamin Coleman [Member] | |||
Number of common stock shares returned and canceled | 3,280,470 | ||
Mr. Daniel Weadock [Member] | |||
Employee annual compensation | $ 100,000 | ||
Number of restricted common stock | 1,584,202 | ||
Capitalization cost | $ 2,000,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Mar. 21, 2018USD ($)$ / sharesshares | Mar. 20, 2018USD ($)$ / sharesshares | Mar. 05, 2018USD ($)$ / sharesshares | Feb. 23, 2018USD ($)$ / sharesshares | Feb. 20, 2018USD ($)$ / sharesshares | Feb. 05, 2018shares | Jan. 15, 2018USD ($)$ / sharesshares | Jan. 09, 2018USD ($)$ / sharesshares | Dec. 18, 2017$ / sharesshares | Oct. 17, 2017$ / sharesshares | Mar. 20, 2017$ / sharesshares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017shares | Sep. 30, 2016USD ($)$ / shares$ / Unitshares | Dec. 31, 2017USD ($)shares | Mar. 24, 2017$ / shares |
Conversion of debt, shares issued | 150,000 | |||||||||||||||
Preferred stock, shares issued | 750,000 | 750,000 | ||||||||||||||
Preferred stock, shares outstanding | 750,000 | 750,000 | ||||||||||||||
Conversion of debt, fair value of shares issued | $ | $ 4,200 | $ 213,453 | ||||||||||||||
Number of common stock shares issued | 30,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.14 | |||||||||||||||
Warrant outstanding | $ | ||||||||||||||||
Ms. Sandra Fowler [Member] | ||||||||||||||||
Conversion of debt, fair value of shares issued | $ | $ 66,000 | |||||||||||||||
Number of common stock shares issued | 200,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.33 | |||||||||||||||
Dr. Coleman and Benjamin Coleman [Member] | ||||||||||||||||
Number of common stock shares returned and canceled | 3,280,470 | |||||||||||||||
Mr. Daniel Weadock [Member] | Employment Agreement [Member] | ||||||||||||||||
Conversion of debt, fair value of shares issued | $ | $ 7,810 | |||||||||||||||
Number of common stock shares issued | 43,387 | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.18 | |||||||||||||||
Mr. Daniel Weadock [Member] | Director Agreement [Member] | ||||||||||||||||
Conversion of debt, fair value of shares issued | $ | $ 2,063 | |||||||||||||||
Number of common stock shares issued | 12,135 | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.17 | |||||||||||||||
Tangiers Global, LLC [Member] | ||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.08 | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.09 | $ 0.30 | ||||||||||
Conversion of debt, shares issued | 295,631 | 269,716 | 899,685 | 516,648 | 329,670 | |||||||||||
Conversion of debt, fair value of shares issued | $ | $ 25,000 | $ 25,000 | $ 100,000 | |||||||||||||
Series A Holders [Member] | ||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.30 | |||||||||||||||
Conversion of debt, shares issued | 250,000 | |||||||||||||||
Conversion of stock shares issued | 416,667 | |||||||||||||||
Preferred stock, shares issued | ||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||
Maximum number of equity units issued | 1,000,000 | |||||||||||||||
Description of equity units | Each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant (Warrant). | |||||||||||||||
Par value of equity units | $ / Unit | 0.50 | |||||||||||||||
Proceeds from issuance or sale of equity | $ | $ 500,000 | |||||||||||||||
Exercise price of warrant | $ / shares | $ 0.50 | |||||||||||||||
Warrant exercisable term | 1 year |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 13, 2018USD ($)shares | Apr. 17, 2018USD ($) | Apr. 13, 2018USD ($)$ / sharesshares | Apr. 10, 2018Days | Mar. 21, 2018USD ($)$ / sharesshares | Mar. 20, 2018USD ($) | Mar. 05, 2018USD ($)$ / sharesshares | Jan. 09, 2018USD ($)$ / sharesshares | Dec. 18, 2017$ / sharesshares | Oct. 17, 2017$ / sharesshares | Oct. 10, 2017Days | Mar. 24, 2017Days$ / shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017shares | Dec. 31, 2017USD ($) |
Conversion of debt, shares issued | shares | 150,000 | ||||||||||||||
Conversion of debt, fair value of shares issued | $ 4,200 | $ 213,453 | |||||||||||||
Tangiers Global, LLC [Member] | |||||||||||||||
Percentage multiplied by principal and accrued interest | 150.00% | ||||||||||||||
Conversion rate | 65.00% | 65.00% | |||||||||||||
Number of trading days for conversion | Days | 15 | 15 | |||||||||||||
Conversion of debt, shares issued | shares | 295,631 | 269,716 | 899,685 | 516,648 | 329,670 | ||||||||||
Conversion of debt, fair value of shares issued | $ 25,000 | $ 25,000 | $ 100,000 | ||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.08 | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.09 | $ 0.30 | |||||||||
Original issue discount percentage | 10.00% | ||||||||||||||
Subsequent Event [Member] | Tangiers Global, LLC [Member] | |||||||||||||||
Percentage multiplied by principal and accrued interest | 150.00% | ||||||||||||||
Conversion rate | 65.00% | ||||||||||||||
Number of trading days for conversion | Days | 15 | ||||||||||||||
Conversion of debt, shares issued | shares | 1,155,000 | 769,231 | |||||||||||||
Conversion of debt, fair value of shares issued | $ 50,000 | ||||||||||||||
Conversion of debt, price per share | $ / shares | $ .07 | ||||||||||||||
Proceeds from notes payable | $ 12,000 | ||||||||||||||
Original issue discount percentage | 10.00% | ||||||||||||||
Outstanding balance | $ 374,220 | ||||||||||||||
Guaranteed interest | $ 27,720 | ||||||||||||||
Debt maturity date | Oct. 13, 2018 |