Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021shares | |
Cover [Abstract] | |
Entity Registrant Name | Indoor Harvest Corp |
Entity Central Index Key | 0001572565 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2021 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
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 Common Stock, Shares Outstanding | 2,401,396,041 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 26,157 | $ 1,207 |
Prepaid expenses and other receivable | 835 | 1,876 |
Total Current Assets | 26,992 | 3,083 |
TOTAL ASSETS | 26,992 | 3,083 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 378,035 | 354,596 |
Convertible notes payable | 148,200 | 123,200 |
Derivative liabilities | 147,879,315 | 44,274,727 |
Total Current Liabilities | 148,405,550 | 44,752,523 |
Total Liabilities | 148,405,550 | 44,752,523 |
Commitments and contingencies | ||
Stockholders' Deficit | ||
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated,750,000 shares issued and outstanding | 7,500 | 7,500 |
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,401,396,041 shares issued and outstanding | 2,401,396 | 2,401,396 |
Additional paid in capital | 14,014,324 | 14,014,324 |
Accumulated deficit | (164,801,778) | (61,172,660) |
Total Stockholders' Deficit | (148,378,558) | (44,749,440) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 26,992 | $ 3,083 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,401,396,041 | 2,401,396,041 |
Common stock, shares outstanding | 2,401,396,041 | 2,401,396,041 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 750,000 | 750,000 |
Preferred stock, shares outstanding | 750,000 | 750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Professional fees | 17,500 | 127,150 |
General and administrative | 5,225 | 4,679 |
Total Operating Expenses | 22,725 | 131,829 |
Loss from operations | (22,725) | (131,829) |
Other Income (Expense) | ||
Interest expense | (1,805) | (41,165) |
Change in fair value of derivative liability | (103,604,588) | (1,560,959) |
Total other loss | (103,606,393) | (1,602,124) |
Loss before income taxes | (103,629,118) | (1,733,953) |
Provision for income taxes | ||
Net loss | (103,629,118) | (1,733,953) |
Comprehensive loss | $ (103,629,118) | $ (1,733,953) |
Basic and diluted loss per common share | $ (0.04) | $ (0.01) |
Weighted average number of common shares outstanding | 2,401,396,041 | 208,233,694 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 7,500 | $ 201,038 | $ 10,377,256 | $ (14,891,885) | $ (4,306,091) |
Beginning balance, shares at Dec. 31, 2019 | 750,000 | 201,037,304 | |||
Common stock issued for services - third party | $ 2,021 | 70,899 | 72,920 | ||
Common stock issued for services - third party, shares | 2,021,006 | ||||
Common stock issued for services - related party | |||||
Common stock issued for services - related party, shares | |||||
Convertible debt converted into common stock | $ 70,265 | (49,088) | 21,177 | ||
Convertible debt converted into common stock, shares | 70,264,956 | ||||
Derivative liability | 38,999 | 38,999 | |||
Net loss | (1,733,953) | (1,733,953) | |||
Ending balance at Mar. 31, 2020 | $ 7,500 | $ 273,324 | 10,438,066 | (16,625,838) | (5,906,948) |
Ending balance, shares at Mar. 31, 2020 | 750,000 | 273,323,266 | |||
Beginning balance at Dec. 31, 2020 | $ 7,500 | $ 2,401,396 | 14,014,324 | (61,172,660) | (44,749,440) |
Beginning balance, shares at Dec. 31, 2020 | 750,000 | 2,401,396,041 | |||
Net loss | (103,629,118) | (103,629,118) | |||
Ending balance at Mar. 31, 2021 | $ 7,500 | $ 2,401,396 | $ 14,014,324 | $ (164,801,778) | $ (148,378,558) |
Ending balance, shares at Mar. 31, 2021 | 750,000 | 2,401,396,041 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (103,629,118) | $ (1,733,953) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,940 | |
Amortization of debt discount | 17,697 | |
Change in fair value of embedded derivative liability | 103,604,588 | 1,560,959 |
Stock issued for services - third party | 72,920 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | 1,041 | 5,331 |
Accounts payable and accrued expenses | 23,439 | 67,268 |
Net Cash used in Operating Activities | (50) | (7,838) |
Cash Flows from Financing Activities: | ||
Repayments of note payable | (1,663) | |
Proceeds from convertible notes | 25,000 | |
Net Cash provided by Financing Activities | 25,000 | (1,663) |
Net change in cash | 24,950 | (9,501) |
Cash, beginning of period | 1,207 | 12,353 |
Cash, end of period | 26,157 | 2,852 |
Supplemental Cash Flow Information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Conversion of convertible note into common shares | 21,177 | |
Derivative liability reclassified to paid-in capital | $ 38,999 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2020. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. 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. For the three months ended March 31, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Three months ended March 31, 2021 2020 (shares) (shares) Series A Preferred Stock 12,500,000,000 2,884,615,385 Convertible notes 32,270,029 4,157,725,282 12,532,270,029 7,042,340,667 Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at March 31, 2021 and December 31, 2020, measured at fair value on a recurring basis: March 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 147,879,315 $ 147,879,315 December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of March 31, 2021, incurred losses from its operations and did not generate cash from its operation for past two years and the three months ended March 31, 2021. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Accounts payable $ 305,966 $ 283,357 Credit card 15,595 16,570 Accrued expenses 15,714 15,714 Accrued management fee 3,605 3,605 Accrued interest 37,155 35,350 $ 378,035 $ 354,596 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 4 - CONVERTIBLE NOTES PAYABLE Convertible notes payable at March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Note 1 $ 50,000 $ 50,000 Note 2 25,200 25,200 Note 3 38,000 38,000 Note 4 - related party 10,000 10,000 Note 5 25,000 - Total convertible notes payable 148,200 123,200 Less: Unamortized debt discount - - Total convertible notes 148,200 123,200 Less: current portion of convertible notes 148,200 123,200 Long-term convertible notes $ - $ - During the three months ended March 31, 2021 and 2020, the Company recorded interest expense (income) of $1,805 and ($41,165), and amortization of discount of $0 and $17,697, respectively. As of March 31, 2021 and December 31, 2020, the Company had accrued interest of $37,155 and $35,350, respectively. Note 1 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 1”) maturity date is May 12, 2018. The principal amount due under Note 1 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 1 as the event in which Note 1 is not retired prior to its maturity date, Tangiers’ conversion rights under Note 1 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%. The note is currently in default. Note 2 On October 22, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 2”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $48,000, which includes a $3,000 original issue discount. Note 2 is convertible into shares of the Company’s common stock one hundred eighty (180) days from October 22, 2019. Note 2 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 2. The note is currently in default. Note 3 On December 19, 2019, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 3”) to Power Up Lending Group Ltd. (“Power Up”), in the principal amount of $38,000, which includes a $3,000 original issue discount. Note 3 is convertible into shares of the Company’s common stock one hundred eighty (180) days from December 22, 2019. Note 3 is convertible at a conversion price of 61% of the average of the two (2) lowest trading prices of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of on which Power Up elects to convert all or part of the Note 3. The note is currently in default. Note 4 – related party On September 28, 2020, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 4”) to a related party, in the principal amount of $10,000. Note 4 is convertible into shares of the Company’s common stock ninety (90) days from September 28, 2020. Note 4 is convertible at the lower conversion price of $0.002 or 65% of the lowest trading prices of the Company’s common stock during the fifteen (15) consecutive trading days prior to the date of on which a noteholder elects to convert all or part of the Note 4. The note is currently in default. Note 5 In March 2021, a third party advanced $25,000 to assist the Company in operating expenses and the Company is in the process of confirming arrangements for the repayment of said amount. The advance has non-interest bearing. On August 9, 2021, the Company issued and sold an 10% Fixed Convertible Promissory Note (“Note 5”), in the principal amount of $25,000. Note 5 is convertible into shares of the Company’s common stock sixty (60) days from August 29, 2021. Note 5 is convertible at the lower conversion price of $0.00225 or 65% of the lowest trading prices of the Company’s common stock during the fifteen (15) consecutive trading days prior to the date of on which a noteholder elects to convert all or part of the Note 5. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 5 - 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 March 31, 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 44,274,727 Loss on change in fair value of the derivative 103,604,588 Balance - March 31, 2021 $ 147,879,315 The aggregate loss on derivatives during the three months ended March 31, 2021 and 2020 was $103,604,588 and $1,560,959, respectively. The Company values these derivative liabilities using flexible the pricing models that include quantitative input such as the risk free rate, market volatility, time to maturity, conversion price, and other qualitative factors such as whether the underlying indexed security is in good standing or in default. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 6 - SHAREHOLDERS’ EQUITY Series A Convertible Preferred Stock As of March 31, 2021 and December 31, 2020, there were 750,000 shares of Series A Convertible Preferred Stock issued and outstanding. Common Stock During the three months ended March 31, 2021, there were no share issuance. As of March 31, 2021 and December 31, 2020, there were 2,401,396,041 shares of Common Stock issued and outstanding. Common Stock Warrants and Options As of March 31, 2021, there were no warrants or options outstanding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 - SUBSEQUENT EVENTS The Company evaluates subsequent events that have occurred after the balance sheet date of March 31, 2021, and up through September 3, 2021, which is the date that these financial statements are available to be issued. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company had a dispute with Power Up Lending Group, Ltd. (“Power Up”), the holder of certain promissory notes dated October 22, 2019, and December 19, 2019, issued by the Registrant, including allegations or claims of default and a suit. As part of the Company’s recovery efforts after COVID-19, it reached an amicable resolution with “Power Up”, in third quarter of 2021, whereby the Company and Power Up agreed on an amount of $80,000 to settlement this dispute in its entirety. On August 26, 2021, the Company entered into subscription agreements, (the “Agreement”), with certain accredited investors for the sale of Eighty-Two Million (82,000,000) Common Shares (the “Shares”) of the Company’s common stock, par value of $0.001 per share, for a total consideration to the Company of Four Hundred and Ten Thousand ($410,000) Dollars. The Shares will be restricted and subject to compliant required holding periods under Rule 144. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes, such as payments for certain professional service providers, filing requirements, settlement of certain payables, and general working capital. On August 27, 2021, the Company completed an initiative where it entered into a Modification Agreement (the “Modification”) with current Series A Convertible Preferred Stockholders to modify their conversion privileges to align and support the current management team’s initiatives with the goal of benefiting shareholders. The modification agreement provides the preferred stockholders the right to convert their preferred shares into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. This Modification was pursued for the benefit of the Company’s common shareholders to mitigate the potential risk of diluting their shareholding in the event that the Company undertakes additional financing transactions to fund the Company’s expansion initiatives. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 was located at 7401 W. Slaughter Lane #5078, Austin, Texas 78739. On August 14, 2019, the Company established a wholly owned subsidiary, IHC Consulting, Inc. (“IHC”), in the State of New York of the United States of America. IHC Consulting will provide consulting and other services to the Company and others on a contracted basis. |
Covid-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2020. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they may not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, as not all disclosures required by generally accepted accounting principles for annual financial statements may be presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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. For the three months ended March 31, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Three months ended March 31, 2021 2020 (shares) (shares) Series A Preferred Stock 12,500,000,000 2,884,615,385 Convertible notes 32,270,029 4,157,725,282 12,532,270,029 7,042,340,667 |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in ASC 820” Fair Value Measurements,” The following table summarizes fair value measurements by level at March 31, 2021 and December 31, 2020, measured at fair value on a recurring basis: March 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 147,879,315 $ 147,879,315 December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three months ended March 31, 2021 and 2020, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Three months ended March 31, 2021 2020 (shares) (shares) Series A Preferred Stock 12,500,000,000 2,884,615,385 Convertible notes 32,270,029 4,157,725,282 12,532,270,029 7,042,340,667 |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level at March 31, 2021 and December 31, 2020, measured at fair value on a recurring basis: March 31, 2021 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 147,879,315 $ 147,879,315 December 31, 2020 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 44,274,727 $ 44,274,727 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Accounts payable $ 305,966 $ 283,357 Credit card 15,595 16,570 Accrued expenses 15,714 15,714 Accrued management fee 3,605 3,605 Accrued interest 37,155 35,350 $ 378,035 $ 354,596 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Note 1 $ 50,000 $ 50,000 Note 2 25,200 25,200 Note 3 38,000 38,000 Note 4 - related party 10,000 10,000 Note 5 25,000 - Total convertible notes payable 148,200 123,200 Less: Unamortized debt discount - - Total convertible notes 148,200 123,200 Less: current portion of convertible notes 148,200 123,200 Long-term convertible notes $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 44,274,727 Loss on change in fair value of the derivative 103,604,588 Balance - March 31, 2021 $ 147,879,315 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities | 12,532,270,029 | 7,042,340,667 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities | 12,500,000,000 | 2,884,615,385 |
Convertible Notes [Member] | ||
Antidilutive Securities | 32,270,029 | 4,157,725,282 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Derivative liabilities | 147,879,315 | 44,274,727 |
Level 1 [Member] | ||
Assets | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Assets | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Assets | ||
Derivative liabilities | $ 147,879,315 | $ 44,274,727 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 305,966 | $ 283,357 |
Credit card | 15,595 | 16,570 |
Accrued expenses | 15,714 | 15,714 |
Accrued management fee | 3,605 | 3,605 |
Accrued interest | 37,155 | 35,350 |
Accounts payable and accrued liabilities | $ 378,035 | $ 354,596 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Aug. 09, 2021USD ($)Days$ / shares | Sep. 28, 2020USD ($)Days$ / shares | Dec. 19, 2019USD ($)Days | Oct. 22, 2019USD ($)Days | Oct. 12, 2017USD ($)Days$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Interest expense | $ (1,805) | $ (41,165) | ||||||
Amortization of debt discount | 17,697 | |||||||
Accrued interest of outstanding notes | 37,155 | $ 35,350 | ||||||
Original issue discount | ||||||||
Third Party [Member] | ||||||||
Advance due from third party | 25,000 | |||||||
10% Fixed Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||
Debt face amount | $ 25,000 | |||||||
Conversion of debt, price per share | $ / shares | $ 0.00225 | |||||||
Conversion rate, percentage | 65.00% | |||||||
Number of trading days for conversion | Days | 15 | |||||||
10% Fixed Convertible Promissory Note [Member] | Related Party [Member] | ||||||||
Debt face amount | $ 10,000 | |||||||
Conversion of debt, price per share | $ / shares | $ 0.002 | |||||||
Conversion rate, percentage | 65.00% | |||||||
Number of trading days for conversion | Days | 15 | |||||||
Debt interest rate | 10.00% | |||||||
Power Up Lending Group Ltd. [Member] | 10% Fixed Convertible Promissory Note [Member] | ||||||||
Debt face amount | $ 48,000 | |||||||
Conversion rate, percentage | 61.00% | |||||||
Number of trading days for conversion | Days | 20 | |||||||
Debt interest rate | 10.00% | |||||||
Original issue discount | $ 3,000 | |||||||
Power Up Lending Group Ltd. [Member] | 10% Fixed Convertible Promissory Note [Member] | ||||||||
Debt face amount | $ 38,000 | |||||||
Conversion rate, percentage | 61.00% | |||||||
Number of trading days for conversion | Days | 20 | |||||||
Debt interest rate | 10.00% | |||||||
Original issue discount | $ 3,000 | |||||||
Investment Agreement [Member] | Tangiers Global, LLC [Member] | Fixed Convertible Promissory Note [Member] | ||||||||
Debt face amount | $ 50,000 | |||||||
Debt maturity date | May 12, 2018 | |||||||
Conversion of debt, price per share | $ / shares | $ 0.1666 | |||||||
Conversion rate, percentage | 65.00% | |||||||
Number of trading days for conversion | Days | 10 | |||||||
Debt interest rate | 20.00% | |||||||
Convertible Notes Payable [Member] | ||||||||
Interest expense | 1,805 | (41,165) | ||||||
Amortization of debt discount | $ 17,697 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total convertible notes payable | $ 148,200 | $ 123,200 |
Less: Unamortized debt discount | ||
Total convertible notes | 148,200 | 123,200 |
Less: current portion of convertible notes | 148,200 | 123,200 |
Long-term convertible notes | ||
Note 1 [Member] | ||
Total convertible notes payable | 50,000 | 50,000 |
Note 2 [Member] | ||
Total convertible notes payable | 25,200 | 25,200 |
Note 3 [Member] | ||
Total convertible notes payable | 38,000 | 38,000 |
Note 4 [Member] | ||
Total convertible notes payable | 10,000 | 10,000 |
Note 5 [Member] | ||
Total convertible notes payable | $ 25,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Aggregate loss on derivatives | $ 103,604,588 | $ 1,560,959 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Change in Fair Value of Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities, beginning | $ 44,274,727 |
Loss on change in fair value of the derivative | 103,604,588 |
Derivative liabilities, ending | $ 147,879,315 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, shares issued | 2,401,396,041 | 2,401,396,041 |
Common stock, shares outstanding | 2,401,396,041 | 2,401,396,041 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 750,000 | 750,000 |
Preferred stock, shares outstanding | 750,000 | 750,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 27, 2021 | Aug. 26, 2021 | Sep. 30, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Number of shares issued for conversion, value | $ 21,177 | |||||
Common Stock [Member] | ||||||
Number of shares issued for conversion, value | $ 70,265 | |||||
Subsequent Event [Member] | Subscription Agreement [Member] | Common Stock [Member] | ||||||
Number of common stock issued | 82,000,000 | |||||
Common stock, par value | $ 0.001 | |||||
Number of common stock value | $ 410,000 | |||||
Subsequent Event [Member] | Modification Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Common stock conversion price lower | $ 0.40 | |||||
Number of shares issued for conversion, value | $ 500,000 | |||||
Subsequent Event [Member] | Power Up Lending Group Ltd. [Member] | ||||||
Full payoff | $ 80,000 |