Cover
Cover | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-55594 |
Entity Registrant Name | INDOOR HARVEST CORP |
Entity Central Index Key | 0001572565 |
Entity Tax Identification Number | 45-5577364 |
Entity Incorporation, State or Country Code | TX |
Entity Address, Address Line One | 7401 W. Slaughter Lane #5078 |
Entity Address, City or Town | Austin |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78739 |
City Area Code | 512 |
Local Phone Number | 309-1776 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 2,575,909,930 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 297,965 | $ 232,850 |
Prepaid expenses and other receivable | 78,077 | 2,751 |
Total Current Assets | 376,042 | 235,601 |
TOTAL ASSETS | 376,042 | 235,601 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 107,659 | 144,404 |
Salary payable | 625 | |
Total Current Liabilities | 108,284 | 144,404 |
Total Liabilities | 108,284 | 144,404 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock: 15,000,000 authorized; $0.01 par value; Series A Convertible Preferred stock: 15,000,000 designated,0 shares issued and outstanding | ||
Common stock: 10,000,000,000 authorized; $0.001 par value; 2,681,343,930 and 2,575,909,930 shares issued and outstanding, respectively | 2,681,344 | 2,575,910 |
Additional paid in capital | 23,632,471 | 21,210,721 |
Accumulated deficit | (26,046,057) | (23,695,434) |
Total Stockholders’ Equity | 267,758 | 91,197 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 376,042 | $ 235,601 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | May 11, 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 | 10,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,681,343,930 | 2,575,909,930 | |
Common stock, shares outstanding | 2,681,343,930 | 2,575,909,930 | |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
Professional fees | 584,574 | 23,657 | 1,018,204 | 41,157 |
General and administrative | 699,788 | 5,680 | 1,332,419 | 10,905 |
Total Operating Expenses | 1,284,362 | 29,337 | 2,350,623 | 52,062 |
Loss from operations | (1,284,362) | (29,337) | (2,350,623) | (52,062) |
Other Income (Expense) | ||||
Interest expense | (1,825) | (3,630) | ||
Change in fair value of derivative liability | 26,289,783 | (77,314,805) | ||
Total other income (expenses) | 26,287,958 | (77,318,435) | ||
Income (loss) before income taxes | (1,284,362) | 26,258,621 | (2,350,623) | (77,370,497) |
Provision for income taxes | ||||
Net income (loss) | (1,284,362) | 26,258,621 | (2,350,623) | (77,370,497) |
Comprehensive income (Loss) | $ (1,284,362) | $ 26,258,621 | $ (2,350,623) | $ (77,370,497) |
Basic and diluted income (loss) per common share | ||||
Basic | $ 0 | $ 0.01 | $ 0 | $ (0.03) |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | ||||
Basic | 2,643,076,875 | 2,401,396,041 | 2,611,129,223 | 2,401,396,041 |
Diluted | 2,643,076,875 | 14,936,399,181 | 2,611,129,223 | 2,401,396,041 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
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 income(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 | ||||
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 income(loss) | (77,370,497) | |||||
Ending Balance at Jun. 30, 2021 | $ 7,500 | $ 2,401,396 | 14,014,324 | 40,000 | (138,543,157) | (122,079,937) |
Ending balance, shares at Jun. 30, 2021 | 750,000 | 2,401,396,041 | ||||
Beginning Balance at Mar. 31, 2021 | $ 7,500 | $ 2,401,396 | 14,014,324 | (164,801,778) | (148,378,558) | |
Beginning balance, shares at Mar. 31, 2021 | 750,000 | 2,401,396,041 | ||||
Net income(loss) | 26,258,621 | 26,258,621 | ||||
Stock payable | 40,000 | 40,000 | ||||
Ending Balance at Jun. 30, 2021 | $ 7,500 | $ 2,401,396 | 14,014,324 | 40,000 | (138,543,157) | (122,079,937) |
Ending balance, shares at Jun. 30, 2021 | 750,000 | 2,401,396,041 | ||||
Beginning Balance at Dec. 31, 2021 | $ 2,575,910 | 21,210,721 | (23,695,434) | 91,197 | ||
Beginning balance, shares at Dec. 31, 2021 | 2,575,909,930 | |||||
Common stock issued for cash | $ 12,500 | 62,500 | $ 75,000 | |||
Common stock issued for cash, shares | 12,500,000 | 12,500,000 | ||||
Stock based compensation | 975,496 | $ 975,496 | ||||
Net income(loss) | (1,066,261) | (1,066,261) | ||||
Ending Balance at Mar. 31, 2022 | $ 2,588,410 | 22,248,717 | (24,761,695) | 75,432 | ||
Ending balance, shares at Mar. 31, 2022 | 2,588,409,930 | |||||
Beginning Balance at Dec. 31, 2021 | $ 2,575,910 | 21,210,721 | (23,695,434) | 91,197 | ||
Beginning balance, shares at Dec. 31, 2021 | 2,575,909,930 | |||||
Net income(loss) | (2,350,623) | |||||
Ending Balance at Jun. 30, 2022 | $ 2,681,344 | 23,632,471 | (26,046,057) | 267,758 | ||
Ending balance, shares at Jun. 30, 2022 | 2,681,343,930 | |||||
Beginning Balance at Mar. 31, 2022 | $ 2,588,410 | 22,248,717 | (24,761,695) | 75,432 | ||
Beginning balance, shares at Mar. 31, 2022 | 2,588,409,930 | |||||
Common stock issued for cash | $ 89,600 | 358,400 | $ 448,000 | |||
Common stock issued for cash, shares | 89,600,000 | 89,600,000 | ||||
Stock based compensation | 1,023,688 | $ 1,023,688 | ||||
Net income(loss) | (1,284,362) | (1,284,362) | ||||
Common stock issued for cash -adjusted offering price related to 1st quarter | $ 2,500 | (2,500) | ||||
Common stock issued for cash -adjusted offering price related to 1st quarter, shares | 2,500,000 | |||||
Common stock issued for services | $ 834 | 4,166 | 5,000 | |||
Common stock issued for services, shares | 834,000 | |||||
Ending Balance at Jun. 30, 2022 | $ 2,681,344 | $ 23,632,471 | $ (26,046,057) | $ 267,758 | ||
Ending balance, shares at Jun. 30, 2022 | 2,681,343,930 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,350,623) | $ (77,370,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of embedded derivative liability | 77,314,805 | |
Stock based compensation | 2,004,184 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other receivable | (75,326) | 1,876 |
Accounts payable and accrued expenses | (36,120) | 28,393 |
Net Cash used in Operating Activities | (457,885) | (25,423) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes | 25,000 | |
Repayments of convertible notes | ||
Proceeds from shares of common stock to be issued | 40,000 | |
Proceeds from issuance of common stock | 523,000 | |
Net Cash provided by Financing Activities | 523,000 | 65,000 |
Net change in cash | 65,115 | 39,577 |
Cash, beginning of period | 232,850 | 1,207 |
Cash, end of period | 297,965 | 40,784 |
Supplemental Cash Flow Information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash Investing and Financing Activities: | ||
Derivative liability reclassified to paid-in capital | $ 975,496 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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, and such address is used in the interim. We are in the process of establishing new offices. 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 June 30, 2022. 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. Basis of Presentation The accompanying unaudited 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, 2021, 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. Earnings (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 cancelled 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. 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 June 30, 2022 and December 31, 2021, 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,” 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. The company has adopted the ASU as of January 1, 2022, there were no material impacts to the financial statements. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, incurred losses from its operations and did not generate cash from its operation for the past two years and six months ended June 30, 2022. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at June 30, 2022 and December 31, 2021 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2022 2021 Accounts payable $ 77,194 $ 112,315 Credit card 11,567 13,191 Accrued expenses 15,715 15,715 Accrued management fee 3,183 3,183 Accounts payable and accrued liabilities $ 107,659 $ 144,404 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 4 - SHAREHOLDERS’ EQUITY On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000 ● Common Stock Class, par value $ 0.001 10,000,000,000 ● Preferred Stock Class, Series A, par value $ 0.01 15,000,000 Series A Convertible Preferred Stock The Company has designated 15,000,000 0.01 The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $ 1.00 The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $ 1.00 0.00006 Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof. 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 $ 0.40 500,000 As of June 30, 2022, and December 31, 2021, there were zero Common Stock Each share of common stock entitles the holder as of the applicable record date to one vote, in person or by proxy, on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. On February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 0.006 900,000 0.005 During the three months ended March 31, 2022, the Company issued 12,500,000 0.006 75,000 2,500,000 During the three months ended June 30, 2022, the Company issued 89,600,000 0.005 448,000 104,600,000 0.005 523,000 As of June 30, 2022, and December 31, 2021, there were 2,681,343,930 2,575,909,930 Additional paid in capital Stock Options On August 4, 2021, in order to recognize the substantive efforts of Leslie Bocskor, Benjamin Rote and Dennis Forchic for their contributions to the company without compensation for the period between May 2020 and August 2021 for Mr. Bocskor and between August 2020 and August 2021 for Messrs. Rote and Forchic, the Board voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Pursuant to their respective employment agreements, Mr. Bocskor was granted the option to purchase 150 100 150 0.01 150 100 150 0.015 In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past two years, will each be granted the option to purchase up to 5 0.01 10 0.01 In July 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 20 0.01 Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS Six months ended Year ended June 30, December 31, 2022 2021 Expected term 5.00 5.50 5.00 5.50 Expected average volatility 192 203 % 198 203 % Expected dividend yield - - Risk-free interest rate 0.67 % 0.67 % During the year ended December 31, 2021, the Company granted 820,000,000 8,004,855 1,023,688 1,023,688 469,734 469,734 840,000,000 880,000 The following is a summary of stock option activity during the six months ended June 30, 2022: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2021 820,000,000 $ 0.01 9.60 Granted 20,000,000 0.01 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2022 840,000,000 $ 0.01 9.12 Exercisable options, June 30, 2022 425,000,000 $ 0.01 9.12 Warrants As part of the February 16, 2022 private placement, the company granted one warrant to purchase a common share for each common share purchased. The warrants issued have an exercise price of $ 0.01 five years 104,600,000 Valuation The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: SCHEDULE OF WARRANTS ASSUMPTIONS Six months ended June 30, 2022 Term 5.00 Expected average volatility 202 203 % Expected dividend yield - Risk-free interest rate 1.96 3.01 % The following is a summary of warrant activity during the six months ended June 30, 2022: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 - $ - - Granted 104,600,000 0.01 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2022 104,600,000 $ 0.01 4.84 The warrants were valued at $ 641,964 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NOTE 5 - NET INCOME (LOSS) PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED Six Months Ended June 30, 2022 2021 Numerator: Net income (loss) $ (2,350,623 ) $ (77,370,497 ) (Gain) loss on change in fair value of derivatives - - Interest on convertible debt - - Net income (loss) - diluted $ (2,350,623 ) $ 26,563,544 Denominator: Weighted average common shares outstanding 2,611,129,223 2,401,396,041 Effect of dilutive shares - - Diluted 2,611,129,223 2,401,396,041 Net income (loss) per common share: Basic $ (0.00 ) $ (0.03 ) Diluted $ (0.00 ) $ 0.00 For the six months ended June 30, 2022, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6- COMMITMENTS AND CONTINGENCIES On March 24, 2022, the Company entered into an agreement with F.E.A. Strategies Group, LLC. as advisory assistance on suitable investment strategies to raise growth capital for the Company. The Company agreed to settle 50 834,000 5,000 834,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7- SUBSEQUENT EVENTS The Company has assessed all subsequent events from June 30, 2022, through the date these consolidated financial statements were available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below. On August 1, 2022, the Company initiated a private placement offering and entered into subscription agreements with certain accredited investors for the sale of One Hundred Fifty Three Million Eight Hundred Forty-Six Thousand One Hundred Fifty-four ( 153,846,154 0.001 0.013 1,000,000 The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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, and such address is used in the interim. We are in the process of establishing new offices. 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 June 30, 2022. 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. |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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, 2021, 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. |
Earnings (Loss) per Share | Earnings (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 cancelled 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. |
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 June 30, 2022 and December 31, 2021, 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,” |
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. The company has adopted the ASU as of January 1, 2022, there were no material impacts to the financial statements. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at June 30, 2022 and December 31, 2021 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2022 2021 Accounts payable $ 77,194 $ 112,315 Credit card 11,567 13,191 Accrued expenses 15,715 15,715 Accrued management fee 3,183 3,183 Accounts payable and accrued liabilities $ 107,659 $ 144,404 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS | The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS Six months ended Year ended June 30, December 31, 2022 2021 Expected term 5.00 5.50 5.00 5.50 Expected average volatility 192 203 % 198 203 % Expected dividend yield - - Risk-free interest rate 0.67 % 0.67 % |
SCHEDULE OF STOCK OPTION | The following is a summary of stock option activity during the six months ended June 30, 2022: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Average Number of Weighted Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2021 820,000,000 $ 0.01 9.60 Granted 20,000,000 0.01 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2022 840,000,000 $ 0.01 9.12 Exercisable options, June 30, 2022 425,000,000 $ 0.01 9.12 |
SCHEDULE OF WARRANTS ASSUMPTIONS | The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: SCHEDULE OF WARRANTS ASSUMPTIONS Six months ended June 30, 2022 Term 5.00 Expected average volatility 202 203 % Expected dividend yield - Risk-free interest rate 1.96 3.01 % |
SCHEDULE OF WARRANTS ACTIVITY | The following is a summary of warrant activity during the six months ended June 30, 2022: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 - $ - - Granted 104,600,000 0.01 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2022 104,600,000 $ 0.01 4.84 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED | SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED Six Months Ended June 30, 2022 2021 Numerator: Net income (loss) $ (2,350,623 ) $ (77,370,497 ) (Gain) loss on change in fair value of derivatives - - Interest on convertible debt - - Net income (loss) - diluted $ (2,350,623 ) $ 26,563,544 Denominator: Weighted average common shares outstanding 2,611,129,223 2,401,396,041 Effect of dilutive shares - - Diluted 2,611,129,223 2,401,396,041 Net income (loss) per common share: Basic $ (0.00 ) $ (0.03 ) Diluted $ (0.00 ) $ 0.00 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 77,194 | $ 112,315 |
Credit card | 11,567 | 13,191 |
Accrued expenses | 15,715 | 15,715 |
Accrued management fee | 3,183 | 3,183 |
Accounts payable and accrued liabilities | $ 107,659 | $ 144,404 |
SCHEDULE OF STOCK OPTIONS ASSUM
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Expected average volatility minimum | 192% | 198% |
Expected average volatility maximum | 203% | 203% |
Expected dividend yield | ||
Risk-free interest rate | 0.67% | 0.67% |
Minimum [Member] | ||
Expected term | 5 years | 5 years |
Maximum [Member] | ||
Expected term | 5 years 6 months | 5 years 6 months |
SCHEDULE OF STOCK OPTION (Detai
SCHEDULE OF STOCK OPTION (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning | 820,000,000 | |
Weighted average exercise price per share, Outstanding, Beginning | $ 0.01 | |
Weighted average remaining term in years, Outstanding, Ending | 9 years 1 month 13 days | 9 years 7 months 6 days |
Number of Options, Granted | 20,000,000 | 820,000,000 |
Weighted average exercise price per share, Granted | $ 0.01 | |
Weighted average remaining term in years, Granted | 10 years | |
Number of Options, Exercised | ||
Weighted average exercise price per share, Exercised | ||
Number of Options, Cancelled/Expired | ||
Weighted average exercise price per share, Forfeited/cancelled | ||
Number of Options, Outstanding, Ending | 840,000,000 | 820,000,000 |
Weighted average exercise price per share, Outstanding, Ending | $ 0.01 | $ 0.01 |
Number of Options, Exercisable Ending | 425,000,000 | |
Weighted average exercise price per share, Exercisable Ending | $ 0.01 | |
Weighted average remaining term in years, Exercisable Ending | 9 years 1 month 13 days |
SCHEDULE OF WARRANTS ASSUMPTION
SCHEDULE OF WARRANTS ASSUMPTIONS (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected average volatility minimum | 192% | 198% |
Expected average volatility maximum | 203% | 203% |
Expected dividend yield | ||
Risk-free interest rate | 0.67% | 0.67% |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected term | 5 years 6 months | 5 years 6 months |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Expected term | 5 years | |
Expected average volatility minimum | 202% | |
Expected average volatility maximum | 203% | |
Expected dividend yield | ||
Risk-free interest rate | 1.96% | |
Warrant [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Risk-free interest rate | 3.01% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Feb. 16, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price per share, Granted | $ 0.01 | ||
Weighted average remaining term in years, Granted | 5 years | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Warrants, Outstanding, Beginning | |||
Weighted average exercise price per share, Outstanding, Beginning | |||
Weighted average remaining term in years, outstanding Ending | 4 years 10 months 2 days | ||
Number of Options, Granted | 104,600,000 | 104,600,000 | |
Weighted average exercise price per share, Granted | $ 0.01 | ||
Weighted average remaining term in years, Granted | 5 years | ||
Number of Options, Exercised | |||
Weighted average exercise price per share, Exercised | |||
Number of Options, Cancelled/Expired | |||
Weighted average exercise price per share, Forfeited/cancelled | |||
Number of Warrants, Outstanding, Ending | 104,600,000 | ||
Weighted average exercise price per share, Outstanding, Ending | $ 0.01 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 16, 2022 | Feb. 16, 2022 | Aug. 27, 2021 | Aug. 04, 2021 | May 11, 2020 | Jul. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||
Increased in shares authorized | 10,015,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||
Preferred stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||
Number of common stock issued | 89,600,000 | 12,500,000 | |||||||||
Shares issued price per share | $ 0.005 | $ 0.006 | $ 0.005 | ||||||||
Number of common stock issued value | $ 448,000 | $ 75,000 | |||||||||
Common stock, shares issued | 2,681,343,930 | 2,681,343,930 | 2,575,909,930 | ||||||||
Common stock, shares outstanding | 2,681,343,930 | 2,681,343,930 | 2,575,909,930 | ||||||||
Options grants in period gross | 20,000,000 | 820,000,000 | |||||||||
Sharebased compensation gross | $ 8,004,855 | ||||||||||
Stock option plan expense | $ 1,023,688 | ||||||||||
Costs and expenses related party | 1,023,688 | ||||||||||
Options unamortized related parties | $ 469,734 | 469,734 | |||||||||
Options related parties | $ 469,734 | $ 469,734 | |||||||||
Options aggregate intrinsic value shares | 840,000,000 | 840,000,000 | 820,000,000 | ||||||||
Options aggregate intrinsic value outstanding | $ 880,000 | $ 880,000 | |||||||||
SharePrice | $ 0.01 | ||||||||||
Weighted average remaining term in years, granted | 5 years | ||||||||||
Warrants and rights outstanding | $ 641,964 | $ 641,964 | |||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
SharePrice | $ 0.01 | ||||||||||
Weighted average remaining term in years, granted | 5 years | ||||||||||
Warrants granted | 104,600,000 | 104,600,000 | |||||||||
Rick Gutshal [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued price per share | $ 0.01 | ||||||||||
Options grants in period gross | 5,000,000 | ||||||||||
Lang Coleman [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued price per share | $ 0.01 | ||||||||||
Options grants in period gross | 10,000,000 | ||||||||||
Keith Crouch [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options grants in period gross | 10,000,000 | ||||||||||
Michael Blicharski [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options grants in period gross | 10,000,000 | ||||||||||
Keith Crouch And Michael Blicharski [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued price per share | $ 0.01 | ||||||||||
Options grants in period gross | 20,000,000 | ||||||||||
Employment Agreement [Member] | Leslie Bocskor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options grants in period gross | 150,000,000 | ||||||||||
Number of shares options granted purchase | 150,000,000 | ||||||||||
Additional conversion price | $ 0.015 | ||||||||||
Employment Agreement [Member] | Benjamin Rote [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options grants in period gross | 100,000,000 | ||||||||||
Number of shares options granted purchase | 100,000,000 | ||||||||||
Additional conversion price | $ 0.015 | ||||||||||
Employment Agreement [Member] | Dennis Forchic [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options grants in period gross | 150,000,000 | ||||||||||
Conversion price | $ 0.01 | ||||||||||
Number of shares options granted purchase | 150,000,000 | ||||||||||
Additional conversion price | $ 0.015 | ||||||||||
Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of common stock issued | 150,000,000 | 150,000,000 | |||||||||
Sale price per share | $ 0.006 | $ 0.006 | $ 0.005 | $ 0.005 | |||||||
Sale of common stock issued value | $ 900,000 | $ 900,000 | |||||||||
Number of common stock issued | 2,500,000 | 104,600,000 | |||||||||
Shares issued price per share | 0.005 | $ 0.005 | |||||||||
Number of common stock issued value | $ 523,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock par value, per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||
Deemed convertible preferred stock | $ 1 | $ 1 | |||||||||
Convertible preferred stock conversion description | The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share | ||||||||||
Conversion price | $ 1 | $ 1 | $ 0.00006 | ||||||||
Common stock conversion price lower | $ 0.40 | ||||||||||
Number of shares issued for conversion, value | $ 500,000 | ||||||||||
Preferred stock shares issued | 0 | 0 | 0 | ||||||||
Preferred stock shares outstanding | 0 | 0 | 0 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) | $ (1,284,362) | $ (1,066,261) | $ 26,258,621 | $ (103,629,118) | $ (2,350,623) | $ (77,370,497) |
(Gain) loss on change in fair value of derivatives | ||||||
Interest on convertible debt | ||||||
Net income (loss) - diluted | $ (2,350,623) | $ 26,563,544 | ||||
Weighted average common shares outstanding | 2,643,076,875 | 2,401,396,041 | 2,611,129,223 | 2,401,396,041 | ||
Effect of dilutive shares | ||||||
Diluted | 2,643,076,875 | 14,936,399,181 | 2,611,129,223 | 2,401,396,041 | ||
Basic | $ 0 | $ 0.01 | $ 0 | $ (0.03) | ||
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 24, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Apr. 24, 2022 | |
Number of shares issued of common stock | $ 448,000 | $ 75,000 | ||
Strategies Group LLC [Member] | ||||
Ownership percentage | 50% | |||
Shares issued | 834,000 | |||
Number of shares issued of common stock | $ 5,000 | |||
Share of common stock | 834,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 01, 2022 | Mar. 16, 2022 | Feb. 16, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | May 11, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of common stock issued | 150,000,000 | 150,000,000 | ||||
Sale of common stock issued value | $ 900,000 | $ 900,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | Subscription Agreements [Member] | Accredited Investors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of common stock issued | 153,846,154 | |||||
Common stock par value | $ 0.001 | |||||
Warrants exercise price | $ 0.013 | |||||
Sale of common stock issued value | $ 1,000,000 |