Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | May 31, 2019 | May 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Indoor Harvest Corp | ||
Entity Central Index Key | 0001572565 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | true | ||
Amendment Description | Amendment No.1 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 830,873 | ||
Entity Common Stock, Shares Outstanding | 43,730,188 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 155,682 | $ 35,453 |
Prepaid expenses | 18,370 | 4,452 |
Unused commitment fee | 50,000 | |
Security deposit - short term | 12,600 | |
Total Current Assets | 186,652 | 89,905 |
Furniture and equipment, net | 14,250 | 24,623 |
Security deposit | 12,600 | |
Intangible asset, net | 4,202 | 5,892 |
TOTAL ASSETS | 205,104 | 133,020 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 213,218 | 89,033 |
Accrued payroll | 3,722 | 6,653 |
Deferred rent | 1,826 | 6,239 |
Convertible notes payable, net of debt discount of $22,311 and $69,541, respectively | 950,766 | 455,459 |
Derivative liability | 1,401,111 | 554,917 |
Note payable - current portion | 8,332 | 7,520 |
Total Current Liabilities | 2,578,975 | 1,119,821 |
Long Term Liabilities: | ||
Note payable | 4,493 | 12,823 |
Total Liabilities | 2,583,468 | 1,132,644 |
Stockholders' Deficit | ||
Preferred stock: 5,000,000 authorized; $0.01 par value Series A Convertible Preferred stock: 5,000,000 designated, 750,000 shares issued and outstanding at December 31, 2018 and 2017 | 7,500 | 7,500 |
Common stock: 50,000,000 authorized; $0.001 par value 34,888,415 and 25,503,678 shares issued and outstanding at December 31, 2018 and 2017, respectively | 34,888 | 25,502 |
Additional paid in capital | 9,299,988 | 7,376,196 |
Accumulated deficit | (11,720,740) | (8,408,822) |
Total Stockholders' Deficit | (2,378,364) | (999,624) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 205,104 | $ 133,020 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Debt discount on note payable | $ 22,311 | $ 69,541 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Series A convertible preferred stock, shares designated | 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, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 34,888,415 | 25,503,678 |
Common stock, shares outstanding | 34,888,415 | 25,503,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Depreciation and amortization | 12,063 | 51,507 |
Research and development | 1,625 | |
Loss on investment in joint venture | 250,000 | |
Impairment loss | 1,440,961 | |
Professional fees | 350,839 | 418,092 |
General and administrative | 729,482 | 1,061,493 |
Total Operating Expenses | 1,092,384 | 3,223,678 |
Loss from operations | (1,092,384) | (3,223,678) |
Other Income (Expense) | ||
Other income | 7,196 | |
Interest expense | (100,504) | (163,047) |
Amortization of debt discount | (145,530) | (515,814) |
Change in fair value of derivative liability | (2,024,858) | (442,957) |
Loss on sale of equipment | (73,750) | |
Total other expense | (2,219,534) | (1,188,372) |
Loss before income taxes | (3,311,918) | (4,412,050) |
Provision for income taxes | ||
Net Loss | $ (3,311,918) | $ (4,412,050) |
Basic and dilutive loss per common share | $ (0.12) | $ (0.22) |
Weighted average number of common shares outstanding | 27,869,543 | 20,234,995 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2016 | $ 2,500 | $ 15,213 | $ 3,829,528 | $ (3,996,772) | $ (149,531) |
Beginning balance, shares at Dec. 31, 2016 | 250,000 | 15,213,512 | |||
Issuanceof common stock for cash | $ 2,060 | 821,940 | 824,000 | ||
Issuanceof common stock for cash (in shares) | 2,060,000 | ||||
Common Shares issued for services | $ 1,550 | 565,380 | 566,930 | ||
Common Shares issued for services (in shares) | 1,549,840 | ||||
Convertible debt converted into common stock | $ 1,178 | 173,823 | 175,001 | ||
Convertible debt converted into common stock (in shares) | 1,179,651 | ||||
Beneficial conversion feature | 120,333 | 120,333 | |||
Derivative liability | 101,493 | 101,493 | |||
Conversion of preferred stock into common shares | $ (2,500) | $ 417 | 35,321 | 33,238 | |
Conversion of preferred stock into common shares (in shares) | (250,000) | 416,667 | |||
ForAlamo CBD asset acquisition | $ 7,584 | 1,433,377 | 1,440,961 | ||
ForAlamo CBD asset acquisition (in shares) | 7,584,008 | ||||
Issuance of preferred stock for cash | $ 7,500 | 292,501 | 300,001 | ||
Issuance of preferred stock for cash (in shares) | 750,000 | ||||
Voluntary return of stock by related party | $ (2,500) | 2,500 | |||
Voluntary return of stock by related party (in shares) | (2,500,000) | ||||
Net loss | (4,412,050) | (4,412,050) | |||
Ending balance at Dec. 31, 2017 | $ 7,500 | $ 25,502 | 7,376,196 | (8,408,822) | (999,624) |
Ending balance, shares at Dec. 31, 2017 | 750,000 | 25,503,678 | |||
Common Shares issued for services | $ 1,063 | 172,913 | 173,976 | ||
Common Shares issued for services (in shares) | 1,062,558 | ||||
Convertible debt converted into common stock | $ 10,159 | 489,431 | 499,590 | ||
Convertible debt converted into common stock (in shares) | 10,158,816 | ||||
Beneficial conversion feature | 15,750 | 15,750 | |||
Derivative liability | 1,127,306 | 1,127,306 | |||
Voluntary return of stock by related party | $ (3,280) | 3,280 | |||
Voluntary return of stock by related party (in shares) | (3,280,470) | ||||
Common stock issued for services - third party | $ 1,444 | 115,112 | 116,556 | ||
Common stock issued for services - third party, shares | 1,443,833 | ||||
Net loss | (3,311,918) | (3,311,918) | |||
Ending balance at Dec. 31, 2018 | $ 7,500 | $ 34,888 | $ 9,299,988 | $ (11,720,740) | $ (2,378,364) |
Ending balance, shares at Dec. 31, 2018 | 750,000 | 34,888,415 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,311,918) | $ (4,412,050) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 12,063 | 51,507 |
Impairment loss | 1,440,961 | |
Amortization of debt discount | 145,530 | 515,814 |
Loss on investment in joint venture | 250,000 | |
Loss on the sale of equipment | 73,750 | |
Change in fair value of derivative liability | 2,024,858 | 442,957 |
Stock issued for services - third party | 116,556 | 407,000 |
Stock issued for services - related party | 173,976 | 159,930 |
Written off of unused commitment fee | 50,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 34,853 | |
Other receivable | 7,323 | |
Inventory | 2,360 | |
Prepaid expenses | (13,918) | (4,452) |
Accounts payable and accrued expenses | 180,802 | 33,236 |
Costs and estimated earnings in excess of billings | (20,155) | |
Deferred rent | (4,413) | (2,274) |
Accrued compensation | (2,931) | (489) |
Net Cash used in Operating Activities | (680,753) | (1,019,729) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of asset | 10,800 | |
Purchase of equipment and software | (550) | |
Investment in joint venture | (250,000) | |
Net Cash used in Investing Activities | (239,750) | |
Cash Flows from Financing Activities: | ||
Repayments of note payable | (7,518) | (6,787) |
Proceeds from convertible notes, less OID costs paid | 808,500 | 500,000 |
Repayments of convertible note | (175,000) | |
Settlement of demand note payable, less OID costs paid | (225,500) | |
Proceeds from issuance of preferred stock | 300,000 | |
Proceeds from issuance of common stock | 824,000 | |
Net Cash provided by Financing Activities | 800,982 | 1,216,713 |
Net change in cash and cash equivalents | 120,229 | (42,766) |
Cash and cash equivalents, beginning of period | 35,453 | 78,219 |
Cash and cash equivalents, end of period | 155,682 | 35,453 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 1,742 | 2,469 |
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Beneficial conversion feature | 15,750 | 120,333 |
Unused commitment fee | 50,000 | |
Settlement of convertible note into common shares | 499,590 | 100,000 |
Conversion of convertible note into common shares | 75,000 | |
Conversion of preferred shares into common shares | 2,500 | |
Derivative liability reclassified to paid-in capital | 1,127,306 | |
Voluntary return of common stock by related party | 3,280 | 2,500 |
Common stock issued for purchase of Alamo CBD | $ 1,440,961 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. Pursuant to ASC 805 “Business Combinations,” 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. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue from construction contracts are reported under the percentage of completion method for financial statement purposes. The estimated revenue for each contract reflected in the financial statements represent that percentage of estimated total revenue that costs incurred to date bear to estimated total costs, based on the Company’s current estimates. With respect to contracts that extend over one or more accounting periods, revisions in costs and revenue estimates during the work are reflected in the period the revisions become known. When current estimates of total contract costs indicate a loss, provision is made for the entire estimated loss. The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized. Billing practices for these projects are governed by the contract terms of each project based upon actual costs incurred, achievement of milestones, or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized under the percentage of completion method of accounting. Except for claims and change orders that are in the process of being negotiated with customers, unbilled work is usually billed during normal billing processes following achievement of the contractual requirements. Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). Loss per Share Basic earnings (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. 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. The following table summarizes fair value measurements by level at December 31, 2018 and 2017, measured at fair value on a recurring basis: December 31, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,401,111 $ 1,401,111 December 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 554,917 $ 5545,917 Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. 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 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. 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. The Company recognized $0 and $1,440,961 for impairment charges taken during the year ended December 31, 2018 and 2017, respectively. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 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. 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. Advertising Expense Advertising and promotional costs are expensed as incurred. 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. In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption, January 1, 2019 of ASU 2016-02 will have on the Company’s financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 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 $3,311,918, net cash used in operations of $680,753 and has an accumulated deficit of $11,720,740, for the year ended December 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 pursue ventures, acquisitions, and transactions involving cannabis related businesses. 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. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Asset Acquisition | NOTE 3 – ASSET ACQUISITION Alamo CBD, LLC On January 3, 2017, the Company signed a binding LOI with Alamo CBD to enter discussions to combine and create a medical cannabinoids pharmaceutical group. 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 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 Survivor 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. As discussed above, management is now accounting for the acquisition of Alamo CBD as an acquisition of assets (and not a business combination). In addition to the foregoing, following the closing of the transaction, and Alamo CBD being successfully awarded a provisional or full license to produce and dispense cannabis in the State of Texas, Indoor Harvest will issue to the individual Alamo Survivor Members, an additional Eight Million Five Hundred Thousand Dollars ($8,500,000) of newly-issued shares of common stock of Indoor Harvest, par value $0.001, based upon the three (3) day average closing price of the Company’s common stock, as quoted on the OTCQB, prior to the time of issuance. Additionally, upon Alamo CBD successfully being registered and licensed by the DEA to produce and dispense cannabis under federal law, Indoor Harvest will issue to the individual Alamo Survivor Members, an additional Two Million Five Hundred Thousand Dollars ($2,500,000) cash payment, or newly-issued shares of common stock of Indoor Harvest, par value $0.001, based upon the three (3) day average closing price of the Company’s common stock, as quoted on the OTCQB, prior to the time of issuance, at the option of the individual Alamo Survivor Member. A combination of cash and common stock may be elected by Alamo Survivor Member individually. On August 8, 2017, Chad Sykes, the Company’s Founder and Chief of Cultivation, returned 2,500,000 shares of common stock to the Company. Mr. Sykes voluntarily returned such shares in order to prevent dilution to the Company’s shareholders as a result of the merger and in order to facilitate the merger. The return of common stock by Chad Sykes was a non-cash transaction and reduces the common stock outstanding as of December 31, 2017. On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to the members of Alamo CBD related to the Merger. The Company recorded intangible assets at a fair value of $1,440,961 ($0.19 per share) based upon closing price per share of the Company’s common stock on the date the stock was issued. The intangible assets acquired in the transaction, were Alamo CBD’s pending provisional or full license to produce and dispense cannabis in the State of Texas. During the quarter ended September 30, 2017, the Company’s management decided to impair the intangible assets created by the Alamo CBD transaction, as there are doubts regarding when a license may be issued, as the license is pending and may or may not ever be issued, and whether upon receipt of the license if it will lead to significant positive cash flows. The Company recorded an impairment loss of intangible assets of $1,440,961 in the Statement of Operations for the year ended December 31, 2017. Contractual Joint Venture with Alamo CBD and Vyripharm Enterprises, LLC On March 23, 2017, Indoor Harvest entered into a Contractual Joint Venture Agreement by and between Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, collectively the parties, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture”) for the following business purposes: ● The parties would work together to enhance the ability of Alamo CBD to apply for and obtain licensure, or a permit, to grow and/or dispense marijuana products for medical and/or consumer use, as the case may be: i. In Texas, pursuant to the Texas Compassionate Use Act, as may be amended; ii. In Colorado, pursuant to recent Colorado legislation permitting foreign ownership of entities that grow and/or dispense marijuana products for medical and/or consumer use; and iii. Pursuant to recent United States Drug Enforcement Administration regulations which expand the opportunities for entities providing research involving marijuana and its chemical constituents, as referenced in 21 U.S.C. 822(a)(1) and 21 U.S.C. 823(a), et. seq. ● To establish Alamo CBD as a supplier of a variety of medical use cannabis oil to Vyripharm for Vyripharm’s use in conducting research and development to create novel pharmaceutical and radiopharmaceutical compounds designed to image and treat certain debilitating diseases including, but not limited to epilepsy, post-traumatic stress disorder, Alzheimer’s, ALS, and other neurodegenerative diseases; and to establish Indoor Harvest as the project developer and engineering, procurement and construction group, in which Indoor Harvest is responsible for costs and efforts related to Alamo CBD’s efforts to become licensed under the Texas Compassionate Use Act and to meet its obligations under this Joint Venture agreement. The initial term of the Joint Venture was to be five (5) years following the effective date, and the Joint Venture Agreement could be extended beyond this initial term by mutual consent of the parties. Pursuant to the Joint Venture terms, the Company agreed to contribute a total of $5,000,000 on the basis of $1,000,000 per year for each of the first five (5) years of the Initial Term. Should the Company fail to make payment under the Joint Venture, the agreement would terminate and neither party would have further obligation to the other. The Company paid an initial down payment of $250,000 under the Joint Venture Agreement on March 30, 2017. Background for the Contractual Joint Venture The purpose of the above-described change in business and Joint Venture was twofold, as follows: ● It would separate the Company’s cannabis and produce related operations, as we indicated was previously a goal. ● It would put in place all elements necessary for the resulting Joint Venture, of which the resulting public reporting company would have a significant on-going interest, to become a registered producer under the federal CSA to produce cannabis. Voluntary Default of Joint Venture and Status of Application with DPS As published in the Texas Department of Public Safety (“DPS”) Self-Evaluation Report, on page 543, question (D), dated September 29, 2017, the DPS originally interpreted the statute as requiring a market-based system by which the number and location of licensees are determined by market factors rather than by regulation – as not mandating or limiting the number of licensed distributors. It was originally understood that the applicants would be required to satisfy certain basic requirements prior to licensure, and the ability to maintain compliance with DPS guidelines will be evaluated through on-going audits and inspections. In late 2016, the DPS modified its approach to restrict the number of licenses to three. This necessitated the development of a competitive review process, where three applicants were conditionally approved based on the review of the submitted application materials. Upon successful onsite inspection of their facilities, qualified applicants will be issued licenses. Because of this competitive review process, the Joint Venture group placed 16th out of 43 applicants and its application is currently considered pending by the DPS. On June 30, 2017, the Company, Alamo CBD and Vyripharm entered into discussions to amend and extend the payment terms under the Joint Venture Agreement due to the group not being awarded one of the three initial provisional licenses to produce cannabis in Texas under the TCUP. On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Joint Venture Agreement and the Company wrote off the $250,000 down payment towards the Joint Venture investment and there is no further obligation by either party under the terms of the Joint Venture. The Company’s management determined that without a license to produce cannabis, the Company would not be able to fully utilize the intent of the Joint Venture partnership and the Company would be financially burdened by the ongoing Joint Venture terms. Both parties agreed that this decision would not impair either party’s ability to pursue a Joint Venture in the future, after the Company, or Alamo CBD, obtained license to produce cannabis. The Company is a member and is working with the Medical Cannabis Association of Texas and expects both lobbying and legislative efforts currently being undertaken to result in the program being expanded, additional permits being awarded, and new legislation being introduced in 2019 to allow for a separate permitting process to conduct cannabis research in line with the CSA. There is no guarantee that these efforts will result in the Company obtaining a license or permit to produce cannabis in Texas or that legislation will be adopted allowing a separate licensing or permitting process for research purposes. As part of the Company’s annual impairment evaluation, management decided to impair the goodwill created by the Alamo Merger as there are doubts regarding when a license may be issued, as the license is pending and may or may not ever be issued, and whether upon receipt of the license if it will lead to significant positive cash flows. The Company recorded an impairment of goodwill in the Statement of Operations for the year ended December 31, 2017 of $1,440,961. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31, 2018 and 2017: Classification December 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 (39,152 ) (28,779 ) Property and equipment, net $ 14,250 $ 24,623 Depreciation expense for the years ended December 31, 2018 and 2017, totaled $10,373 and $49,797, respectively. During the year ended December 31, 2017, the Company sold $23,467 of equipment in exchange for $10,800. In addition, the Company wrote off $201,651 of equipment primarily related to the fabrication of vertical farming equipment for produce. As a result of these disposals, the Company recorded a loss of $73,750 that was recorded in the Statement of Operations within general and administrative expenses. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 - INTANGIBLE ASSETS There were no impairment charges taken for the domain name during the year ended December 31, 2018 and 2017. Intangible assets consist of the following at December 31, 2018 and 2017: Classification December 31, 2018 December 31, 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 (6,380 ) (4,690 ) Intangible assets, net $ 4,202 $ 5,892 Amortization expense for the years ended December 31, 2018 and 2017, totaled $1,690 and $1,710, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 6 - NOTE PAYABLE On June 5, 2015, the Company entered into a five-year loan agreement totaling $36,100. The loan carries an interest rate of 10.25%. During the year ended December 31, 2018 and 2017, the Company repaid $7,518 and $6,789 of the principal and the remaining balance as of December 31, 2018 and 2017 is $12,825 and $20,343, of which $8,332 and $7,520 is recorded as a current portion of note payable, respectively. Year Ending December 31, Amount 2019 $ 9,258 2020 4,629 Total 13,887 Amount representing interest payments 1,062 Present value of future payments 12,825 Less: current portion 8,332 Loan payable $ 4,493 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 7 - CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Note 1 $ 32,027 $ 475,000 Note 2 50,000 50,000 Note 3 550,000 - Note 4 341,050 Total convertible notes payable 973,077 525,000 Less: Unamortized debt discount (22,311 ) (69,541 ) Total convertible notes 950,766 455,459 Less: current portion of convertible notes 950,766 455,459 Long-term convertible notes $ - $ - On March 20, 2017, the Company entered into a settlement agreement relating to a promissory note with Chuck Rifici Holdings, Inc originally dated September 26, 2016 (“Rifici Note”). The Company settled the amount owed by paying $269,498 in cash. The Company was released from any further liability under this Rifici Note upon payment of this amount. On March 20, 2017, the Company entered into a settlement agreement relating to two (2) promissory notes with FirstFire Global Opportunities Fund, LLC dated October 19, 2016 and December 12, 2016. Pursuant to the settlement, the Company paid the holder an aggregate of $252,917 in cash and issued 333,333 shares of common stock with a fair value of $100,000 based upon the conversion price of $0.30 per share. The Company was released from any further liability under this FirstFire Global Opportunities Fund, LLC note upon payment of this amount. Note 1 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) $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 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 December 31, 2018 and 2017, the balance under Note 1 is $34,755 and $519,000, which includes $0 and $44,000 guaranteed interest and $2,728 and $0 accrued interest, respectively. As of December 31, 2018 and 2017, Note 1 can be converted into 1,753,111 and 3,280,255 shares of the Company’s common stock, respectively. 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. 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. 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 of 18% under Note 1 and also not to enforce the fees, reserving its rights to enforce the foregoing in their discretion. Note 2 On October 12, 2017. 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 (“Note 2”) 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. The promissory note is in a “Maturity Default,” which is defined in Note 2 as the event in which Note 2 is not retired 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. The default interest rate is 20%. As of December 31, 2018 and 2017, the balance under Note 2 is $58,123 and $55,000, which includes $5,000 and $5,000 guaranteed interest and $3,123 and $0 accrued interest, respectively. As of December 31, 2018 and 2017, Note 2 can be converted into 2,931,818 and 300,120 shares of the Company’s common stock, respectively. Note 3 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. On February 13, 2018, April 17, 2018, June 13, 2018, and July 27, 2018, the Company executed Amendments #1, #2, #3, and #4 to the Tangiers Note 3 for draws of $132,000, $132,000, $101,750 and $101,750, respectively. All other terms and conditions of the Tangiers Note 3 remain effective. As of December 31, 2018, the balance under Note 3 is $603,024, which includes $44,000 guaranteed interest and $9,024 accrued interest. As of December 31, 2018, Note 3 can be converted into 24,874,364 shares of the Company’s common stock. Note 4 On September 14, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 4”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 4 is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share. However, if Note 4 is not paid back on or before the maturity date, defined in Note 4 as a “Maturity Default”, the conversion price of Note 4 shall then be adjusted to be equal to the lower of: (i) $0.08 or (ii) 65% of the lowest trading price of the Company’s common stock during the 15 consecutive trading days prior to the date on which Buyer elects to convert all or part of the Note 4. On December 14, 2018, the Company executed Amendments #1 to the Tangiers Note 4 for draws of $171,050. All other terms and conditions of the Tangiers Note 4 remain effective. As of December 31, 2018, the balance under Note 4 is $368,334, which includes $27,284 guaranteed interest. During the year ended December 31, 2018 and 2017, the Company accrued $120,257 and $49,000, respectively, in interest expense related to the outstanding the notes. Debt Discount and Original Issuance Costs During the year ended December 31, 2018 and 2017, the Company recorded debt discounts totaling $98,300 and $383,786, 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. The Company amortized $145,530 and $466,862 to interest expense during the years ended December 31, 2018 and 2017, as follows: December 31, 2018 December 31, 2017 Debt discount, beginning of period $ 69,541 $ 152,617 Additional debt discount and debt issue cost 98,300 383,786 Amortization of debt discount and debt issue cost (145,530 ) (466,862 ) Debt discount, end of period $ 22,311 $ 69,541 Debt Issuance Costs for Convertible Note During the year ended December 31, 2018 and 2017, the Company did not pay any debt issue costs. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 8 - 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 at year end December 31, 2018: Balance - December 31, 2017 $ 554,917 Addition of new derivatives recognized as loss on derivatives 1,486,260 Settled on issuance of common stock (1,127,306 ) Gain on change in fair value of the derivative 487,240 Balance - December 31, 2018 1,401,111 Less: current portion (1,401,111 ) Long-term derivative liabilities $ - The following schedule shows the change in fair value of the derivative liabilities at year end 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 (101,493 ) Fair value mark to market adjustment for derivatives 442,957 Derivative liabilities - December 31, 2017 554,917 Less: current portion (554,917 ) Long-term derivative liabilities $ — The aggregate loss on derivatives during the year ended December 31, 2018 and 2017 was $2,024,858 and $442,957, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - 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. On January 16, 2017, the Company issued 145,740 shares of common stock related to a Director Agreement with Pawel Hardej. The Company recorded fair value of $64,126 ($0.44 per share) based upon the most recent trading price per share of the Company’s stock. On January 16, 2017, the Company issued 41,640 shares of common stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $18,322 ($0.44 per share) based upon the most recent trading price per share of the Company’s stock. On January 16, 2017, the Company issued 62,460 shares of common stock related to a Director Agreement with John Choo. The Company recorded fair value of $27,482 ($0.44 per share) based upon the most recent trading price per share of the Company’s stock. On August 8, 2017, Chad Sykes, the Company’s Founder and Chief of Cultivation, returned 2,500,000 shares of common stock to the Company. Mr. Sykes voluntarily returned such shares in order to prevent dilution to the Company’s shareholders as a result of the Alamo Merger and in order to facilitate the merger. The return of common stock by Chad Sykes was a non-cash transaction and reduces the common stock outstanding as of December 31, 2017. On August 9, 2017, Chad Sykes, the Company founder, tendered his resignation as a Director and member of the Board of Directors as part of the Company’s merger agreement with Alamo CBD. On August 9, 2017, John Choo tendered his resignation as a Director and member of the Board of Directors as part of the Company’s merger agreement with Alamo CBD. On August 9, 2017, Pawel Hardej tendered his resignation as a Director and member of the Board of Directors as part of the Company’s merger agreement with Alamo CBD. On August 9, 2017, John Seckman was elected a Director and member of the Board of Directors. On November 1, 2017, John Seckman resigned as a Director of the Company and as a member of the Board of Directors, effective December 4, 2017. Mr. Seckman’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices, the Company’s management or the Board. Mr. Seckman’s resignation was due to time constraints based on new business and increasing demands of John Seckman and Associates, of which Mr. Seckman is principal. On August 9, 2017, we entered into a Director Agreement with Rick Gutshall. The Company agreed to reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. On August 9, 2017, we entered into a Director Agreement with Annette Knebel. The Company agreed to reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. On August 9, 2017, we entered into a Director Agreement with Dr. Lang Coleman. The Company agreed to reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. On September 6, 2017, the Company issued 2,957,763 shares of common stock to Dr. Lang Coleman, Director, related to the merger of the Company and Alamo CBD. The Company recorded fair value of $561,975 ($0.19 per share) based upon the most recent trading price per share of the Company’s stock. On September 6, 2017, the Company issued 758,401 shares of common stock Rick Gutshall, former Interim-Chief Executive Office, former Chief Financial Officer, and Director, related to the merger of the Company and Alamo CBD. The Company recorded fair value of $144,096 ($0.19 per share) based upon the most recent trading price per share of the Company’s stock. On September 15, 2017, the Company issued 250,000 shares of common stock related to an Employment Agreement with Annette Knebel, Chief Financial Officer and Director and former Chief Accounting Officer. The Company recorded fair value of $50,000 ($0.20 per share) based upon the most recent trading price per share of the Company’s stock. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 10 - SHAREHOLDERS’ EQUITY Convertible Series A 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 September 30, 2017, the warrants were not exercised. Therefore, the Company has disclosed the expiration of the Warrants. From August 15 to August 29, 2016, the Company sold an aggregate of 250,000 Units to three (3) investors for total proceeds of $125,000. During the year ended December 31, 2018 and 2017, the Company amortized $0 and $33,238 of debt discount related to the warrants, respectively. The remaining debt discount related to the warrants is $0. 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. From April 26, 2017 through May 3, 2017, the Company sold an aggregate of 750,000 shares of Series A Preferred Common Stock to thirteen (13) U.S. accredited investors at $0.40 per share for proceeds of $300,000. As at December 31, 2018 and 2017, there were 750,000 shares of Series A Convertible Preferred Stock issued and outstanding. Common Stock Issued in fiscal year 2018 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 $0.09. 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 $0.08 per share. 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 $0.065 per share. On April 17, 2018, the Company issued 300,000 shares of common stock related to an Employment Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $51,000 ($0.17 per share) based upon the most current trading price of the Company’s stock. On May 20, 2018, the Company issued 99,012 shares of common stock related to an Employment Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $16,832 ($0.17 per share) based upon the most current trading price of the Company’s stock. On May 23, 2018, the Company issued 30,000 shares of common stock related to an Director Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $5,100 ($0.17 per share) based upon the most current trading price of the Company’s stock. On June 21, 2018, the Company issued 295,858 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $25,000 of Note 1 at a conversion price of $0.0845 per share. On June 6, 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 $2,550 ($0.085 per share) based upon the most recent trading price of the Company’s stock. On June 27, 2018, the Company issued 424,500 shares of common stock related to an advisory agreement with Electrum Partners, LLC. The Company recorded a fair value of $50,940 ($0.12 per share) based upon the most current trading price of the Company’s stock. On July 2, 2018, the Company issued 244,755 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $17,500 of Note 1 at a conversion price of $.072. On July 12, 2018, the Company issued 269,231 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $17,500 of Note 1 at a conversion price of $.065. On August 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $4,500 ($0.09 per share) based upon the most recent trading price per share of the Company’s stock. On August 2, 2018, the Company issued 1,307,846 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $42,590 of Note 1 at a conversion price of $.031. On August 13, 2018, the Company issued 460,617 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $15,000 of Note 1 at a conversion price of $.034. On July 2, 2018, the Company issued 244,755 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $17,500 of Note 1 at a conversion price of $.07. On July 12, 2018, the Company issued 269,231 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $17,500 of Note 1 at a conversion price of $.07. On August 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $4,500 ($0.09 per share) based upon the most recent trading price per share of the Company’s stock. On August 2, 2018, the Company issued 1,307,846 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $42,590 of Note 1 at a conversion price of $.033. On August 13, 2018, the Company issued 460,617 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $15,000 of Note 1 at a conversion price of $.033. On August 22, 2018, the Company issued 583,333 shares of its common stock to Ideal Business Partners pursuant to an advisory agreement. The Company recorded fair value of $35,000 ($0.06 per share) based upon the most recent trading price per share of the Company’s stock. On September 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $3,000 ($0.06 per share) based upon the most recent trading price per share of the Company’s stock. On September 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 $1,800 ($0.06 per share) based upon the most recent trading price of the Company’s stock. On September 24, 2018, the Company issued 569,801 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $20,000 of Note 1 at a conversion price of $.035. On September 28, 2018, the Company issued 1,424,501 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $50,000 of Note 1 at a conversion price of $.035. On October 1, 2018, the Company issued 2,621,083 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $92,000 of Note 1 at a conversion price of $.035. On October 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $6,000 ($0.12 per share) based upon the most recent trading price per share of the Company’s stock. On November 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $3,500 ($0.07 per share) based upon the most recent trading price per share of the Company’s stock. On December 1, 2018, the Company issued 50,000 shares of its common stock to Electrum Partners pursuant to an advisory agreement. The Company recorded fair value of $3,200 ($0.06 per share) based upon the most recent trading price per share of the Company’s stock. On December 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 $1,446 ($0.05 per share) based upon the most recent trading price of the Company’s stock. On November 20, 2018, the Company issued 99,012 shares of common stock related to an Employment Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $5,545 ($0.06 per share) based upon the most current trading price of the Company’s stock. On November 23, 2018, the Company issued 30,000 shares of common stock related to a Director Agreement with Daniel Weadock, Chief Executive Officer. The Company recorded a fair value of $1,890 ($0.06 per share) based upon the most current trading price of the Company’s stock. On December 3, the Company issued 186,000 shares of its common stock to Daniel Strachman to an advisory agreement. The Company recorded fair value of $10,416 ($0.06 per share) based upon the most recent trading price per share of the Company’s stock. On December 20, 2018, the Company issued 730,861 shares of its common stock to Tangiers pursuant to Tangier’s conversion of $20,000 of Note 1 at a conversion price of $.027. Issued in fiscal year 2017 On January 17, 2017, the Company issued 800,000 shares of common stock to Lyons Capital, LLC for a six-month consulting and road show services agreement. The Company recorded fair value of $352,000 ($0.44 per share) based upon the most recent trading price per share of the Company’s stock. From February 22, 2017 through March 15, 2017, the Company sold, in reliance upon Regulation D Rule 506, a total of 2,060,000 shares of common stock to seventeen (17) U.S. accredited investors at $0.40 per share for cash totaling $824,000. 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. 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. On March 20, 2017, the Company entered into a settlement agreement relating to two (2) promissory notes with FirstFire Global Opportunities Fund, LLC dated October 19, 2016 and December 12, 2016. Pursuant to the settlement, the Company paid the holder an aggregate of $252,917 in cash and issued 333,333 shares of common stock. The Company was released from any further liability under this FirstFire Global Opportunities Fund, LLC note upon payment of this amount. 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 (“Tangiers Note”) in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. The Tangiers Note is convertible into shares of common stock at a price equal to $0.30 per share. On October 10, 2017, the Company executed Amendment #1 (“Amendment #1”) to the Tangiers Note for a final draw of $250,000 payment plus a 10% original issue discount (the “Final Draw”). Amendment #1 modified the maturity date of the Tangiers Note from eight months to six months from the effective date of each payment. In addition, Amendment #1 included use of proceeds for the $250,000 received from Tangiers. All other terms and conditions of the Tangiers Note remain effective and were not amended. From April 26, 2017 through May 3, 2017, the Company sold an aggregate of 750,000 shares of Series A Preferred Common Stock to thirteen (13) U.S. accredited investors at $0.40 per share for proceeds of $300,000. On June 1, 2017, the Company issued 250,000 shares of common stock for a 12-month investor relations consulting agreement. The Company recorded fair value of $55,000 ($0.22 per share) based upon the most recent trading price per share of the Company’s stock. On September 6, 2017, the Company issued 758,401 shares of common stock Rick Gutshall, former Interim-Chief Executive Office, former Chief Financial Officer, and Director, related to the merger of the Company and Alamo CBD. The Company recorded fair value of $144,096 ($0.19 per share) based upon the most recent trading price per share of the Company’s stock. On October 12, 2017, the Company issued a promissory note to Tangiers Global, in the principal amount of $50,000 in order to induce Tangiers Global to enter into the Investment Agreement. The note bears interest at a rate of 10% per annum and matures on May 12, 2018. Tangiers Global may, at any time, convert the unpaid principal amount of the note into shares of the Company’s common stock at a conversion price of $0.1666 per share. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 - INCOME TAXES Indoor Harvest operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the US. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets and liabilities as of December 31, 2018 and 2017 are as follows: Description 2018 2017 Deferred tax assets Net operating losses $ 1,388,107 1,118,472 Deferred tax liabilities Accelerated tax depreciation 19,183 19,183 Net deferred tax assets 1,407,290 1,137,655 Less: Valuation allowance (1,407,290 ) (1,137,655 ) Net $ - - At December 31, 2018 and 2017, the Company has provided a full valuation allowance for the deferred tax assets. The Company’s accumulated net operating loss as of December 31, 2018 of $7,049,395, if not used, will begin to expire in 2033. The Company experienced a change in control for tax purposes in 2017 as a result of the merger with Alamo CBD. Accordingly, the future utilization of net operating losses will be severely restricted by Section 382 of the Internal Revenue Code. Management is in the process of assessing this impact. This loss carryforward expires according to the following schedule: Year Ending December 31, Amount 2033 $ 217,074 2034 368,378 2035 761,615 2036 1,610,192 2037 2,899,509 2038 1,192,627 $ 7,049,395 |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 12 - 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. Deferred rent payable at December 31, 2018 and 2017 was $1,826 and $6,239, respectively. 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 for the years ended December 31, 2018 and 2017, were $47,618 and $52,550, respectively At December 31, 2018, rental commitments are as follows: Years Ending December 31, Amount 2019 $ 18,876 Total $ 18,876 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 - SUBSEQUENT EVENTS On January 22, 2019 the Company converted $20,000 of a convertible note into 879,121 shares of its common stock. On February 4, 201 the Company converted $12,026.99 of a convertible note payable and $2,000 of interest into 616,571 shares of its common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 3, 2017, we formed Alamo Acquisition, LLC, a wholly owned Texas limited liability company (“Alamo Acquisition Sub”). On August 4, 2017, we consummated a business acquisition (the “Alamo Acquisition”) pursuant to which Alamo Acquisition Sub acquired all of the outstanding member interests of Alamo CBD, LLC. (“Alamo CBD”), a Texas limited Liability Company. Upon closing of the Alamo Acquisition, the member interests of Alamo CBD were exchanged for 7,584,008 shares of Indoor Harvest’s common stock, the parent company of Alamo Acquisition Sub, and Alamo CBD continued as our surviving wholly-owned subsidiary, and Alamo Acquisition Sub ceased to exist. Pursuant to ASC 805 “Business Combinations,” 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. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue from construction contracts are reported under the percentage of completion method for financial statement purposes. The estimated revenue for each contract reflected in the financial statements represent that percentage of estimated total revenue that costs incurred to date bear to estimated total costs, based on the Company’s current estimates. With respect to contracts that extend over one or more accounting periods, revisions in costs and revenue estimates during the work are reflected in the period the revisions become known. When current estimates of total contract costs indicate a loss, provision is made for the entire estimated loss. The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized. Billing practices for these projects are governed by the contract terms of each project based upon actual costs incurred, achievement of milestones, or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized under the percentage of completion method of accounting. Except for claims and change orders that are in the process of being negotiated with customers, unbilled work is usually billed during normal billing processes following achievement of the contractual requirements. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). |
Loss Per Share | Loss per Share Basic earnings (loss) per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. 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. The following table summarizes fair value measurements by level at December 31, 2018 and 2017, measured at fair value on a recurring basis: December 31, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,401,111 $ 1,401,111 December 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 554,917 $ 5545,917 |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740—Income Taxes, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to 2011 remain open to examination by U.S. federal and state tax jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). We recognize the impact of tax legislation in the period in which the law is enacted. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. Consistent with that guidance, we recognized provisional amounts based upon our interpretation of the tax laws and estimates which require significant judgments. The actual impact of these tax laws may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in our interpretations and assumptions, additional guidance that may be issued by the government and actions we may take as a result of these enacted tax laws. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to tax expense. |
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 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. |
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. The Company recognized $0 and $1,440,961 for impairment charges taken during the year ended December 31, 2018 and 2017, respectively. |
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 December 31, 2018 and 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. |
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. |
Advertising Expense | Advertising Expense Advertising and promotional costs are expensed as incurred. |
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. In October 2018, FASB issued ASU No. 2018-17, Consolidation - Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810). In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The Company is currently evaluating the effects that the adoption, January 1, 2019 of ASU 2016-02 will have on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2018 and 2017, measured at fair value on a recurring basis: December 31, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,401,111 $ 1,401,111 December 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 554,917 $ 5545,917 |
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 Furniture and equipment 3 - 5 Tooling equipment 10 Leasehold improvements * * The shorter of 5 years or the life of the lease. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at December 31, 2018 and 2017: Classification December 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 (39,152 ) (28,779 ) Property and equipment, net $ 14,250 $ 24,623 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31, 2018 and 2017: Classification December 31, 2018 December 31, 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 (6,380 ) (4,690 ) Intangible assets, net $ 4,202 $ 5,892 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable | Year Ending December 31, Amount 2019 $ 9,258 2020 4,629 Total 13,887 Amount representing interest payments 1,062 Present value of future payments 12,825 Less: current portion 8,332 Loan payable $ 4,493 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Note 1 $ 32,027 $ 475,000 Note 2 50,000 50,000 Note 3 550,000 - Note 4 341,050 Total convertible notes payable 973,077 525,000 Less: Unamortized debt discount (22,311 ) (69,541 ) Total convertible notes 950,766 455,459 Less: current portion of convertible notes 950,766 455,459 Long-term convertible notes $ - $ - |
Schedule of Debt Discount and Original Issuance Costs | December 31, 2018 December 31, 2017 Debt discount, beginning of period $ 69,541 $ 152,617 Additional debt discount and debt issue cost 98,300 383,786 Amortization of debt discount and debt issue cost (145,530 ) (466,862 ) Debt discount, end of period $ 22,311 $ 69,541 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 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 at year end December 31, 2018: Balance - December 31, 2017 $ 554,917 Addition of new derivatives recognized as loss on derivatives 1,486,260 Settled on issuance of common stock (1,127,306 ) Gain on change in fair value of the derivative 487,240 Balance - December 31, 2018 1,401,111 Less: current portion (1,401,111 ) Long-term derivative liabilities $ - The following schedule shows the change in fair value of the derivative liabilities at year end 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 (101,493 ) Fair value mark to market adjustment for derivatives 442,957 Derivative liabilities - December 31, 2017 554,917 Less: current portion (554,917 ) Long-term derivative liabilities $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule for Components of Deferred Income Tax Assets and Liabilities | The components of deferred income tax assets and liabilities as of December 31, 2018 and 2017 are as follows: Description 2018 2017 Deferred tax assets Net operating losses $ 1,388,107 1,118,472 Deferred tax liabilities Accelerated tax depreciation 19,183 19,183 Net deferred tax assets 1,407,290 1,137,655 Less: Valuation allowance (1,407,290 ) (1,137,655 ) Net $ - - |
Schedule of Operating Loss Carry Forward | This loss carryforward expires according to the following schedule: Year Ending December 31, Amount 2033 $ 217,074 2034 368,378 2035 761,615 2036 1,610,192 2037 2,899,509 2038 1,192,627 $ 7,049,395 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rental Commitments | At December 31, 2018, rental commitments are as follows: Years Ending December 31, Amount 2019 $ 18,876 Total $ 18,876 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 04, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Impairment charges on intangible assets | $ 0 | $ 1,440,961 | |
Minimum [Member] | |||
Finite-lived intangible assets | 3 years | ||
Maximum [Member] | |||
Finite-lived intangible assets | 5 years | ||
Alamo CBD, LLC. [Member] | |||
Number of shares exchanged | 7,584,008 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | |||
Derivative liabilities | 1,401,111 | 554,917 | |
Level 1 [Member] | |||
Assets | |||
Derivative liabilities | |||
Level 2 [Member] | |||
Assets | |||
Derivative liabilities | |||
Level 3 [Member] | |||
Assets | |||
Derivative liabilities | $ 1,401,111 | $ 554,917 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life by Asset Description (Details) | 12 Months Ended | |
Dec. 31, 2018 | ||
Furniture And Equipment [Member] | Minimum [Member] | ||
Estimate Useful Life (Years) | 3 years | |
Furniture And Equipment [Member] | Maximum [Member] | ||
Estimate Useful Life (Years) | 5 years | |
Tooling Equipment [Member] | ||
Estimate Useful Life (Years) | 10 years | |
Leasehold Improvements [Member] | ||
Estimate Useful Life (Years) | 0 years | [1] |
[1] | The shorter of 5 years or the life of the lease. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 3,311,918 | $ 4,412,050 |
Net cash used in operations | 680,753 | 1,019,729 |
Accumulated deficit | $ 11,720,740 | $ 8,408,822 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | Mar. 20, 2018 | Sep. 06, 2017 | Aug. 08, 2017 | Aug. 07, 2017 | Aug. 04, 2017 | Mar. 30, 2017 | Mar. 23, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Common shares issued for cash | 30,000 | ||||||||
Shares issued price per share | $ 0.14 | ||||||||
Impairment loss of intangible assets | $ 0 | $ 1,440,961 | |||||||
Impairment of goodwill | $ 1,440,961 | ||||||||
Vyripharm Enterprises, LLC [Member] | |||||||||
Initial down payment under the joint venture agreement | $ 250,000 | ||||||||
Contractual Joint Venture Agreement [Member] | |||||||||
Joint venture investment | $ 5,000,000 | ||||||||
Initial down payment under the joint venture agreement | $ 250,000 | ||||||||
Contractual Joint Venture Agreement [Member] | Vyripharm Enterprises, LLC [Member] | |||||||||
Joint venture initial term | 5 years | ||||||||
Description of joint venture investment | The Company agreed to contribute a total of $5,000,000 on the basis of $1,000,000 per year for each of the first five (5) years of the Initial Term. | ||||||||
Chad Sykes [Member] | |||||||||
Common stock returned by Chief Cultivation Officer in anticipation of merger (in shares) | 2,500,000 | ||||||||
Alamo CBD, LLC [Member] | |||||||||
Number of shares exchanged | 7,584,008 | ||||||||
Additional contribution to members by newly-issued shares of common stock | $ 8,500,000 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Additional cash payment by newly-issued shares of common stock | $ 2,500,000 | ||||||||
Common shares issued for cash | 7,584,008 | ||||||||
Intangible assets fair value | $ 1,440,961 | ||||||||
Shares issued price per share | $ 0.19 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,373 | $ 49,797 |
Sale of equipment | 23,467 | |
Equipment in exchange | 10,800 | |
Write off of assets | 201,651 | |
Loss on sale of equipment | $ 73,750 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 53,402 | $ 53,402 |
Less: Accumulated depreciation | (39,152) | (28,779) |
Property and equipment, net | 14,250 | 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 (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 1,690 | $ 1,710 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 10,582 | $ 10,582 |
Less: Accumulated amortization | (6,380) | (4,690) |
Intangible assets, net | 4,202 | 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 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 05, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Principal loan amount | $ 12,825 | $ 20,343 | |
Repayments of debt | 7,518 | 6,789 | |
Current portion of note payable | $ 8,332 | $ 7,520 | |
Loan Agreement [Member] | |||
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 ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 9,258 | |
2020 | 4,629 | |
Total | 13,887 | |
Amount representing interest payments | 1,062 | |
Present value of future payments | 12,825 | |
Less: current portion | 8,332 | $ 7,520 |
Loan payable | $ 4,493 | $ 12,823 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Dec. 20, 2018$ / sharesshares | Oct. 01, 2018$ / sharesshares | Sep. 28, 2018$ / sharesshares | Sep. 24, 2018$ / sharesshares | Sep. 14, 2018USD ($)Days$ / shares | Aug. 13, 2018$ / sharesshares | Aug. 02, 2018$ / sharesshares | Jul. 12, 2018$ / sharesshares | Jul. 02, 2018$ / sharesshares | Jun. 21, 2018$ / sharesshares | Apr. 13, 2018$ / sharesshares | Mar. 21, 2018$ / sharesshares | Mar. 20, 2018USD ($) | Mar. 05, 2018$ / sharesshares | Jan. 16, 2018USD ($)Days$ / shares | Jan. 09, 2018$ / sharesshares | Dec. 18, 2017$ / sharesshares | Oct. 17, 2017$ / sharesshares | Oct. 12, 2017USD ($)Days$ / shares | Oct. 10, 2017USD ($)Days | Mar. 24, 2017USD ($)Days$ / shares | Mar. 24, 2017$ / shares | Mar. 20, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Daysshares | Dec. 31, 2017USD ($)shares | Dec. 14, 2018USD ($) | Jul. 27, 2018USD ($) | Jun. 13, 2018USD ($) | May 01, 2018 | Apr. 17, 2018USD ($) | Feb. 13, 2018USD ($) | Dec. 31, 2016USD ($) |
Repayments of note payable | $ 7,518 | $ 6,787 | ||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 4,200 | 824,000 | ||||||||||||||||||||||||||||||
Debt face amount | 12,825 | 20,343 | ||||||||||||||||||||||||||||||
Convertible notes payable | 950,766 | 455,459 | ||||||||||||||||||||||||||||||
Debt discounts | 22,311 | 69,541 | $ 152,617 | |||||||||||||||||||||||||||||
Debt Discount and Original Issuance Costs [Member] | ||||||||||||||||||||||||||||||||
Interest expense amortized | 145,530 | 466,862 | ||||||||||||||||||||||||||||||
Debt discounts | $ 98,300 | 383,786 | ||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||
Repayments of note payable | $ 250,000 | |||||||||||||||||||||||||||||||
Conversion of debt, shares issued | shares | 730,861 | 2,621,083 | 1,424,501 | 569,801 | 460,617 | 1,307,846 | 269,231 | 244,755 | 295,858 | 769,231 | 295,631 | 269,716 | 899,685 | 516,648 | 329,670 | |||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.27 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.034 | $ 0.031 | $ 0.07 | $ 0.072 | $ 0.0845 | $ 0.065 | $ 0.08 | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.09 | |||||||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||||||||||||||||||||
Conversion rate, percentage | 65.00% | |||||||||||||||||||||||||||||||
Number of trading days for conversion | Days | 15 | |||||||||||||||||||||||||||||||
Percentage multiplied by principal and accrued interest | 150.00% | |||||||||||||||||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Conversion of debt, shares issued | shares | 24,874,364 | |||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.08 | $ 0.30 | ||||||||||||||||||||||||||||||
Proceeds from sale of notes | $ 550,000 | $ 550,000 | ||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||
Conversion rate, percentage | 65.00% | 65.00% | ||||||||||||||||||||||||||||||
Number of trading days for conversion | Days | 15 | 15 | ||||||||||||||||||||||||||||||
Guaranteed interest | $ 44,000 | |||||||||||||||||||||||||||||||
Accrued interest of outstanding notes | 9,024 | $ 49,000 | ||||||||||||||||||||||||||||||
Convertible notes payable | 603,024 | |||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Accrued interest of outstanding notes | $ 120,257 | |||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Chuck Rifici Holdings, Inc [Member] | ||||||||||||||||||||||||||||||||
Repayments of note payable | $ 269,498 | |||||||||||||||||||||||||||||||
Settlement Agreement [Member] | FirstFire Global Opportunities Fund, LLC [Member] | Two Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Repayments of note payable | $ 252,917 | |||||||||||||||||||||||||||||||
Conversion of debt, shares issued | shares | 333,333 | |||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 100,000 | |||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||
Conversion of debt, shares issued | shares | 1,753,111 | 3,280,255 | ||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||
Proceeds from sale of notes | $ 550,000 | |||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||
Conversion rate, percentage | 65.00% | |||||||||||||||||||||||||||||||
Number of trading days for conversion | Days | 15 | |||||||||||||||||||||||||||||||
Interest rate percentage on unpaid principal amount | 8.00% | |||||||||||||||||||||||||||||||
Outstanding balance | $ 34,755 | $ 519,000 | ||||||||||||||||||||||||||||||
Guaranteed interest | 0 | 44,000 | ||||||||||||||||||||||||||||||
Accrued interest of outstanding notes | $ 2,728 | $ 0 | ||||||||||||||||||||||||||||||
Investment Agreement [Member] | Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 2,000,000 | |||||||||||||||||||||||||||||||
Number of trading days for conversion | Days | 8 | |||||||||||||||||||||||||||||||
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, shares issued | shares | 2,931,818 | 300,120 | ||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ / shares | $ 0.1666 | |||||||||||||||||||||||||||||||
Conversion rate, percentage | 65.00% | |||||||||||||||||||||||||||||||
Number of trading days for conversion | Days | 10 | |||||||||||||||||||||||||||||||
Outstanding balance | $ 58,123 | $ 55,000 | ||||||||||||||||||||||||||||||
Guaranteed interest | 5,000 | 5,000 | ||||||||||||||||||||||||||||||
Accrued interest of outstanding notes | $ 3,123 | $ 0 | ||||||||||||||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||||||||||||||||
Debt maturity date | May 12, 2018 | |||||||||||||||||||||||||||||||
Default interest rate | 20.00% | |||||||||||||||||||||||||||||||
Amendment 1 [Member] | Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||||||||||||||||||||
Amendment 1 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Guaranteed interest | $ 368,334 | |||||||||||||||||||||||||||||||
Accrued interest of outstanding notes | $ 27,284 | |||||||||||||||||||||||||||||||
Convertible notes payable | $ 171,050 | |||||||||||||||||||||||||||||||
Amendment 1 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 132,000 | |||||||||||||||||||||||||||||||
Amendment 2 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 132,000 | |||||||||||||||||||||||||||||||
Amendment 3 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 101,750 | |||||||||||||||||||||||||||||||
Amendment 4 [Member] | Tangiers Global, LLC [Member] | 8% Fixed Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 101,750 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Total convertible notes payable | $ 973,077 | $ 525,000 | |
Less: Unamortized debt discount | (22,311) | (69,541) | $ (152,617) |
Total convertible notes | 950,766 | 455,459 | |
Less: current portion of convertible notes | 950,766 | 455,459 | |
Long-term convertible notes | |||
Note 1 [Member] | |||
Total convertible notes payable | 32,027 | 475,000 | |
Note 2 [Member] | |||
Total convertible notes payable | 50,000 | 50,000 | |
Note 3 [Member] | |||
Total convertible notes payable | 550,000 | ||
Note 4 [Member] | |||
Total convertible notes payable | $ 341,050 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Debt Discount and Original Issuance Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt discount, beginning of period | $ 69,541 | $ 152,617 |
Additional debt discount and debt issue cost | 98,300 | 383,786 |
Amortization of debt discount and debt issue cost | (145,530) | (466,862) |
Debt discount, end of period | $ 22,311 | $ 69,541 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Loss on derivatives | $ 2,024,858 | $ 442,957 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Change in Fair Value of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning | $ 554,917 | |
Addition of new derivatives recognized as loss on derivatives | 1,486,260 | |
Settled on issuance of common stock | (1,127,306) | |
Gain on change in fair value of the derivative | (2,024,858) | (442,957) |
Add fair value at the commitment date for convertible notes issued during the current year | 213,453 | |
Less derivatives due to conversion | (101,493) | |
Fair value mark to market adjustment for derivatives | 442,957 | |
Derivative liabilities, ending | 1,401,111 | 554,917 |
Less : current portion | (1,401,111) | (554,917) |
Long-term derivative liabilities |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 23, 2018 | May 20, 2018 | Apr. 17, 2018 | Mar. 20, 2018 | Feb. 23, 2018 | Feb. 20, 2018 | Feb. 05, 2018 | Jan. 15, 2018 | Sep. 15, 2017 | Sep. 06, 2017 | Aug. 08, 2017 | Jan. 16, 2017 | Dec. 31, 2017 |
Number of common stock shares issued | 30,000 | ||||||||||||
Number of common stock shares issued, value | $ 4,200 | $ 824,000 | |||||||||||
Share issue price per share | $ 0.14 | ||||||||||||
Chad Sykes [Member] | |||||||||||||
Number of common stock shares returned and canceled | 2,500,000 | ||||||||||||
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 | ||||||||||||
Number of common stock shares issued | 200,000 | ||||||||||||
Number of common stock shares issued, value | $ 66,000 | ||||||||||||
Share issue price per share | $ 0.33 | ||||||||||||
Ms. Sandra Fowler [Member] | Fowler Employment Agreement [Member] | |||||||||||||
Sale of equity securities | $ 1,000,000 | ||||||||||||
Ms. Sandra Fowler [Member] | Fowler 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 | ||||||||||||
Mr. Daniel Weadock [Member] | Director Agreement [Member] | |||||||||||||
Number of common stock shares issued | 12,135 | ||||||||||||
Number of common stock shares issued, value | $ 2,063 | ||||||||||||
Share issue price per share | $ 0.17 | ||||||||||||
Mr. Daniel Weadock [Member] | Employment Agreement [Member] | |||||||||||||
Number of common stock shares issued | 30,000 | 99,012 | 300,000 | 43,387 | |||||||||
Number of common stock shares issued, value | $ 5,100 | $ 16,832 | $ 51,000 | $ 7,810 | |||||||||
Share issue price per share | $ 0.17 | $ 0.17 | $ 0.17 | $ 0.18 | |||||||||
Pawel Hardej [Member] | Director Agreement [Member] | |||||||||||||
Number of common stock shares issued | 145,740 | ||||||||||||
Number of common stock shares issued, value | $ 64,126 | ||||||||||||
Share issue price per share | $ 0.44 | ||||||||||||
John Zimmerman [Member] | Director Agreement [Member] | |||||||||||||
Number of common stock shares issued | 41,640 | ||||||||||||
Number of common stock shares issued, value | $ 18,322 | ||||||||||||
Share issue price per share | $ 0.44 | ||||||||||||
John Choo [Member] | Director Agreement [Member] | |||||||||||||
Number of common stock shares issued | 62,460 | ||||||||||||
Number of common stock shares issued, value | $ 27,482 | ||||||||||||
Share issue price per share | $ 0.44 | ||||||||||||
Dr. Lang Coleman [Member] | |||||||||||||
Number of common stock shares issued | 2,957,763 | ||||||||||||
Number of common stock shares issued, value | $ 561,975 | ||||||||||||
Share issue price per share | $ 0.19 | ||||||||||||
Rick Gutshall [Member] | |||||||||||||
Number of common stock shares issued | 758,401 | ||||||||||||
Number of common stock shares issued, value | $ 144,096 | ||||||||||||
Share issue price per share | $ 0.19 | ||||||||||||
Annette Knebel [Member] | Employment Agreement [Member] | |||||||||||||
Number of common stock shares issued | 250,000 | ||||||||||||
Number of common stock shares issued, value | $ 50,000 | ||||||||||||
Share issue price per share | $ 0.20 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Dec. 20, 2018 | Dec. 03, 2018 | Dec. 01, 2018 | Nov. 23, 2018 | Nov. 20, 2018 | Nov. 01, 2018 | Oct. 01, 2018 | Sep. 28, 2018 | Sep. 24, 2018 | Sep. 20, 2018 | Sep. 01, 2018 | Aug. 22, 2018 | Aug. 13, 2018 | Aug. 02, 2018 | Jul. 12, 2018 | Jul. 02, 2018 | Jun. 27, 2018 | Jun. 21, 2018 | Jun. 06, 2018 | May 23, 2018 | May 20, 2018 | Apr. 17, 2018 | Apr. 13, 2018 | Mar. 21, 2018 | Mar. 20, 2018 | Mar. 05, 2018 | Feb. 23, 2018 | Feb. 20, 2018 | Feb. 05, 2018 | Jan. 15, 2018 | Jan. 09, 2018 | Dec. 18, 2017 | Oct. 17, 2017 | Oct. 12, 2017 | Oct. 10, 2017 | Sep. 06, 2017 | Jun. 01, 2017 | May 03, 2017 | Mar. 24, 2017 | Mar. 24, 2017 | Mar. 20, 2017 | Jan. 17, 2017 | Aug. 29, 2016 | Mar. 15, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | May 01, 2018 |
Shares issued price per share | $ 0.14 | |||||||||||||||||||||||||||||||||||||||||||||||
Value of units of securities offered | $ 499,590 | $ 175,001 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts related to warrants | $ 145,530 | $ 515,814 | ||||||||||||||||||||||||||||||||||||||||||||||
Series A convertible preferred stock , shares issued | 750,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series A convertible preferred stock , shares outstanding | 750,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, fair value of shares issued | $ 213,453 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 4,200 | 824,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Payments of debt | $ 7,518 | 6,789 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 12,825 | $ 20,343 | ||||||||||||||||||||||||||||||||||||||||||||||
Advisory Board Member [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.05 | $ 0.06 | $ 0.085 | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 30,000 | 30,000 | 30,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 1,446 | $ 1,800 | $ 2,550 | |||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Daniel Weadock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 99,012 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 5,545 | |||||||||||||||||||||||||||||||||||||||||||||||
Director Agreement [Member] | Daniel Weadock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 1,890 | |||||||||||||||||||||||||||||||||||||||||||||||
Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 186,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 10,416 | |||||||||||||||||||||||||||||||||||||||||||||||
12-Month Investor Relations Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.22 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.27 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.034 | $ 0.031 | $ 0.07 | $ 0.072 | $ 0.0845 | $ 0.065 | $ 0.08 | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.09 | |||||||||||||||||||||||||||||||||
Conversion of debt, shares issued | 730,861 | 2,621,083 | 1,424,501 | 569,801 | 460,617 | 1,307,846 | 269,231 | 244,755 | 295,858 | 769,231 | 295,631 | 269,716 | 899,685 | 516,648 | 329,670 | |||||||||||||||||||||||||||||||||
Conversion of debt, fair value of shares issued | $ 20,000 | $ 92,000 | $ 50,000 | $ 20,000 | $ 15,000 | $ 42,590 | $ 17,500 | $ 17,500 | $ 25,000 | $ 50,000 | $ 25,000 | $ 25,000 | $ 100,000 | $ 45,000 | $ 30,000 | |||||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred stock shares converted into common stock | 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, shares issued | 1,753,111 | 3,280,255 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | Amendment 1 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Payments of debt | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Tangiers Global, LLC [Member] | Investment Agreement [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.1666 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | May 12, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
Electrum Partners, LLC [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.12 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 424,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 50,940 | |||||||||||||||||||||||||||||||||||||||||||||||
Electrum Partners [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.09 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 4,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Lyons Capital LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.44 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 352,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Tangiers Global, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units of securities offered | 550,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts related to warrants | $ 0 | $ 33,238 | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining debt discounts related to warrants | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred stock shares converted into common stock | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units of securities offered | 10,158,816 | 1,179,651 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of units of securities offered | $ 10,159 | $ 1,178 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred stock shares converted into common stock | 416,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 2,060,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 2,060 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Tangiers Global, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.033 | $ 0.033 | $ 0.07 | $ 0.07 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, shares issued | 460,617 | 1,307,846 | 269,231 | 244,755 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, fair value of shares issued | $ 15,000 | $ 42,590 | $ 17,500 | $ 17,500 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Electrum Partners [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | $ (0.09) | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 3,000 | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Ideal Business Partners [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 583,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument description | Each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant ("Warrant"). | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Value of units of securities offered | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | Series A Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units of securities offered | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Three Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units sold | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of units | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Thirteen U.S. Accredited Investors [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units sold | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of units | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Ms. Sandra Fowler [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 66,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Dr. Coleman and Benjamin Coleman [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares returned and canceled | 3,280,470 | |||||||||||||||||||||||||||||||||||||||||||||||
Mr. Daniel Weadock [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.17 | $ 0.17 | $ 0.17 | $ 0.18 | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 30,000 | 99,012 | 300,000 | 43,387 | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 5,100 | $ 16,832 | $ 51,000 | $ 7,810 | ||||||||||||||||||||||||||||||||||||||||||||
Mr. Daniel Weadock [Member] | Director Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 12,135 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 2,063 | |||||||||||||||||||||||||||||||||||||||||||||||
Electrum Partners [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.06 | $ 0.07 | $ 0.12 | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 3,200 | $ 3,500 | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||
Seventeen U.S. Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of units sold | 2,060,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of units | $ 824,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debt, price per share | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | FirstFire Global Opportunities Fund, LLC [Member] | Two Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 333,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments of debt | $ 252,917 | |||||||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred stock shares converted into common stock | 416,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Holder [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred stock shares converted into common stock | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Rick Gutshall [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.19 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 758,401 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued, value | $ 144,096 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forward | $ 7,049,395 |
Operating loss carry forward expiration term | Expire in 2033 |
Income Taxes - Schedule for Com
Income Taxes - Schedule for Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 1,388,107 | $ 1,118,472 |
Accelerated tax depreciation | 19,183 | 19,183 |
Net deferred tax assets | 1,407,290 | 1,137,655 |
Less: Valuation allowance | (1,407,290) | (1,137,655) |
Net |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss Carry Forward (Details) | Dec. 31, 2018USD ($) |
Operating Loss Carryforwards [Line Items] | |
Total | $ 7,049,395 |
Tax Year 2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | 217,074 |
Tax Year 2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | 368,378 |
Tax Year 2035 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | 761,615 |
Tax Year 2036 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | 1,610,192 |
Tax Year 2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | 2,899,509 |
Tax Year 2038 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total | $ 1,192,627 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Feb. 20, 2014USD ($)a | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Description of lease arrangements | 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. | ||
Period of rental agreement | 60 months | ||
Area of land | a | 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 | $ 1,826 | $ 6,239 | |
Rent expense | $ 47,618 | $ 52,550 |
Commitments & Contingencies - S
Commitments & Contingencies - Schedule of Rental Commitments (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 18,876 |
Total | $ 18,876 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 04, 2019 | Jan. 22, 2019 | Dec. 31, 2017 |
Value of common stock converted | $ 213,453 | ||
Subsequent Event [Member] | |||
Value of common stock converted | $ 12,027 | $ 20,000 | |
Number of common stock shares converted | 616,571 | 879,121 | |
Interest expenses | $ 2,000 |