10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to ___________

Commission File Number: 000-55594

INDOOR HARVEST CORP

(Exact name of registrant as specified in its charter)

Texas	45-5577364
(State or other jurisdiction of incorporation or organization)	IRS Employer Identification No.

5300 East Freeway Suite A

Houston, Texas 77020

(Address of principal executive offices)

(346) 310-3427

(Registrant’s telephone number, including area code)

832-649-3998

(Former name, former address and former phone number, if changed since last report) 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and 2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller Reporting Company	[X]
		Emerging Growth Company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 9, 2017, there were 24,987,030 shares issued and outstanding of the registrant’s common stock.

Explanatory Note

Indoor Harvest Corp (“we”, “our”, the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate the following items of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, which we originally filed with the Securities and Exchange Commission on November 14, 2017 (the “Original Form 10-Q”):

(i)	Item 1 of Part I “Financial Information”
(ii)	Item 2 of Part I “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
(iii)	Item 4 of Part I “Controls and Procedures”
(iv)	Item 6 of Part II “Exhibits”

We have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2 and our financial statements formatted in Extensible Business Reporting Language (XBRL).

On October 17, 2018, the Board of Directors (the “Board”) of the Company was notified by the Company’s independent registered public accounting firm, Thayer O’Neal Company, LLC (“Thayer”), that the unaudited interim financial statements included in the Original Form 10-Q should not be relied upon. Thayer informed the Board that, in July 2018, information came to its attention that led it to investigate whether the Company’s acquisition of Alamo CBD LLC (“Alamo CBD”) was wrongly accounted for as a business combination. Thayer concluded this investigation on October 17, 2018 and notified the Board that the Company, pursuant to generally accepted accounting principles, should have accounted for the Alamo CBD transaction as an asset acquisition.

The Company noticed errors in accounting for the issuance of 7,584,008 shares of common stock for Alamo CBD and the cancellation of 2,500,000 shares of common stock by an officer of the Company. As at September 30, 2017, the Company had recorded $890,961 for Goodwill from the acquisition of Alamo CBD from the issuance of shares valued at $1,440,961 and reduced by $550,00 for the cancelation of shares by an officer of the Company. Management determined that the acquisition of Alamo CBD was not a business combination and was an acquisition of assets and should be impaired upon acquisition. Additionally, management determined that the cancellation of shares by the Company’s officer should be valued at $0 and not applied to the acquisition of assets form Alamo.

This report on Form 10-Q/A has been signed as of a current date and all certifications of the Company’s Chief Executive Officer and Chief Financial Officer are given as of a current date. Except as discussed above and as further described in Notes 1, 2, 3, 5, 10, and 11 to the consolidated financial statements, the Company has not modified, or updated disclosures presented in this Amendment. Accordingly, the Amendment does not reflect events occurring after the Original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-Q. In addition, the Company has concluded there were material weaknesses in the Company’s internal control over financial reporting as of September 30, 2017. See additional discussion included in Part I, Item 4 of this amended Quarterly Report on Form 10-Q/A.

2

INDOOR HARVEST CORP

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	4
	Condensed Balance Sheets	4
	Condensed Statements of Operations	5
	Condensed Statements of Changes in Stockholders’ Deficit	6
	Condensed Statements of Cash Flows	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 4.	Controls and Procedures.	26
PART II — OTHER INFORMATION
Item 6.	Exhibits.	27
SIGNATURES		28

3

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

INDOOR HARVEST CORP

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30,			December 31,
	2017			2016
	(Restated)
ASSETS
Current assets:
Cash	$	5,279		$	78,219
Accounts receivable		-			34,853
Other receivable		-			7,323
Inventory		2,360			2,360
Total current assets		7,639			122,755
Furniture and equipment, net		121,205			158,418
Security deposit		12,600			12,600
Intangible asset, net		6,321			7,604
Total assets	$	147,765		$	301,377
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	97,369		$	55,797
Convertible note payable, net of debt discount of $27,013 and $152,617, respectively		247,986			122,383
Note payable, net of discount of $0 and $15,714, respectively		-			209,786
Accrued payroll		3,722			7,142
Deferred rent		6,808			8,513
Note payable - current portion		7,330			6,790
Billing in excess of costs and estimated earnings		-			20,155
Total current liabilities		363,215			430,566
Long term liabilities:
Note payable		14,775			20,342
Total liabilities		377,990			450,908
Stockholders’ deficit:
Series A Convertible Preferred stock: $0.01 par value, 5,000,000 shares authorized; 750,000 and 250,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		7,500			2,500
Common stock: $0.001 par value, 50,000,000 shares authorized; 24,657,360 and 15,213,512 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		24,657			15,213
Additional paid-in capital		7,175,547			3,829,528
Accumulated deficit		(7,437,929	)		(3,996,772	)
Total stockholders’ deficit		(230,225	)		(149,531	)
Total liabilities and stockholders’ deficit	$	147,765		$	301,377

The Accompanying Notes are an Integral Part of these Unaudited Financial Statements.

4

INDOOR HARVEST CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
	(Restated)						(Restated)
Revenue	$	4,245		$	21,210		$	4,245			83,376
Cost of sales		1,165			11,278			15,594			55,199
Gross profit (loss)		3,080			9,932			(11,349	)		28,177
Operating expenses
Depreciation and amortization expense	$	12,792		$	12,958		$	39,046			38,221
Research and development		-			6,376			1,625			15,047
Impairment loss		1,440,961			-			1,440,961			-
Professional fees		8,107			11,355			374,707			87,277
General and administrative expenses		157,592			283,721			910,400			918,929
Total operating expenses		1,619,452			314,410			2,766,739			1,059,474
Loss from operations		(1,616,372	)		(304,478	)		(2,778,088	)		(1,031,297	)
Other income (expense)
Other income		7,177			52,324			7,192			52,347
Loss on investment in joint venture		-			-			(250,000	)		-
Interest expense		(6,141	)		(3,674	)		(125,373	)		(7,862	)
Derivative expense		-			(66,980	)		-			(66,980	)
Amortization of debt offering costs		-			(9,131	)		-			(20,000	)
Amortization of debt discount		(45,186	)		(234,883	)		(294,888	)		(331,034	)
Loss on debt settlement		-			(131,944	)		-			(131,944	)
Loss on sale of equipment		-			(36,626	)		-			(36,626	)
Change in fair value of embedded derivative liability		-			(44,661	)		-			(44,661	)
Total other income (expense)		(44,150	)		(475,575	)		(663,069	)		(586,760	)
Net loss	$	(1,660,522	)	$	(780,053	)	$	(3,441,157	)		(1,618,057	)
Net loss per common share:
Net loss per share, basic and diluted	$	(0.09	)	$	(0.06	)	$	(0.19	)		(0.14	)
Weighted average number
of common shares outstanding:
Basic and diluted		19,929,506			12,338,016			18,644,318			11,980,169

The Accompanying Notes are an Integral Part of these Unaudited Financial Statements.

5

INDOOR HARVEST CORP

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Series A Convertible Preferred Stock, $0.01						Common Stock, $0.001						Additional					Total Stockholders’
	Par Value						Par Value						Paid in		Accumulated			Equity
	Shares			Amount			Shares			Amount			Capital		Deficit			(Deficit)
Balances, December 31, 2016		250,000		$	2,500			15,213,512		$	15,213		$	3,829,528	$	(3,996,772	)	$	(149,531	)
Issuance of common stock
For cash		-			-			2,060,000			2,060			821,940		-			824,000
For services		-			-			1,549,840			1,550			565,380		-			566,930
Convertible debt converted into common stock		-			-			333,333			333			99,667		-			100,000
Beneficial conversion feature		-			-			-			-			95,333		-			95,333
Conversion of preferred stock into common shares		(250,000	)		(2,500	)		416,667			417			35,321		-			33,238
For Alamo CBD asset acquisition		-			-			7,584,008			7,584			1,433,377		-			1,440,961
Issuance of preferred stock for cash		750,000			7,500			-			-			292,501		-			300,001
Voluntary return of stock by related party		-			-			(2,500,000	)		(2,500	)		2,500		-			-
Net loss for the nine months ended September 30, 2017		-			-			-			-			-		(3,441,157	)		(3,441,157	)
Balances, September 30, 2017 (Restated)		750,000		$	7,500			24,657,360		$	24,657		$	7,175,547	$	(7,437,929	)	$	(230,225	)

The Accompanying Notes are an Integral Part of these Unaudited Financial Statements.

6

INDOOR HARVEST CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended
	September 30,
	2017			2016
	(Restated)
Cash flows from operating activities:
Net loss	$	(3,441,157	)	$	(1,618,057	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		39,046			38,220
Impairment loss		1,440,961			-
Loss on the sale of other assets		-			36,626
Loss on debt modifications		-			131,944
Amortization of original issue discount		-			22,500
Amortization of debt discount		294,888			308,534
Amortization of debt offering costs		-			20,000
Derivative expense		-			66,980
Stock issued for services - related party		159,930			183,693
Stock issued for services		407,000			194,215
Change in fair value of derivative liability		-			44,661
Change in operating liability:
Decrease in deferred rent		(1,705	)		(696	)
Decrease in accounts receivable		34,853			59,200
(Increase) decrease in other receivable		7,323			(7,323	)
Decrease in inventory		-			4,292
Decrease in prepaid expense		-			1,697
Increase in accounts payable and accrued expenses		41,571			24,669
Increase (decrease) in accrued payroll		(3,420	)		4,327
Increase (decrease) in costs and estimated earnings in excess of billings		(20,155	)		15,049
Decrease in accrued compensation		-			(3,470	)
Net cash used in operating activities		(1,040,865	)		(472,939	)
Cash flows from investing activities:
Proceeds from sale of equipment		-			10,000
Purchase of equipment and software		(550	)		(6,988	)
Net cash provided by (used in) investing activities		(550	)		3,012
Cash flows from financing activities:
Repayments of note payable		(230,526	)		(4,539	)
Proceeds from convertible note payable, less offerings costs and OID costs paid		-			230,000
Repayment of convertible note		(175,000	)		(201,093	)
Proceeds from demand note payable, less OID costs paid		250,000			204,000
Issuance of preferred stock for cash		300,001			125,000
Issuance of common stock for cash		824,000			50,000
Net cash provided by financing activities		968,475			403,368
Decrease cash and cash equivalents		(72,940	)		(66,559	)
Cash and cash equivalents at beginning of period		78,219			100,906
Cash and cash equivalents at end of period	$	5,279		$	34,347
Supplementary disclosure of cash flow information
Cash paid during the period for:
Interest	$	1,917		$	2,405
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Beneficial conversion feature	$	95,333		$	154,416
Shares issued for debt issuance costs	$	-		$	143,500
Shares issued on conversion of convertible debt	$	-		$	103,351
Reclass of promissory note to convertible note	$	-		$	203,351
Settlement of convertible note into common shares	$	100,000		$	-
Conversion of preferred shares into common shares	$	2,500		$	-
Shares issued due to Alamo CBD asset acquisition	$	1,440,961		$	-

The Accompanying Notes are an Integral Part of these Unaudited Financial Statements.

7

INDOOR HARVEST CORP

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Indoor Harvest Corp. (the “Company,”) is a Texas corporation formed on November 23, 2011. From its inception, the Company, through its brand name Indoor Harvest ®, specialized in equipment design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”).

In the first half of 2017, the Company transitioned from an engineering, procurement, and construction management company for the vertical farming industry, into a developer of personalized cannabis medicines, and a provider of advanced cultivation technology, methods, and processes for cannabis production. Through its historical and current business and its brand name, Indoor Harvest ®, the Company continues to be a full-service state of the art design-build engineering firm for the indoor farming industry.

These unaudited interim condensed financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the “SEC”) on April 17, 2017.

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivable and Work in Progress

Work in progress consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at September 30, 2017, and December 31, 2016. The Company records revenue based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset on the balance sheet as costs and estimated earnings in excess of billings. Unearned billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process (See Note 7).

8

Inventories

Inventory consists primarily of raw materials and packaging materials and is valued at the lower of cost or market. Cost is determined using the weighted average method and the average cost is recomputed after each inventory purchase or sale. Inventory is periodically reviewed to identify obsolete or damaged inventory and impaired values. Inventory is comprised of raw materials such as steel for our framing systems and packaging materials such as boxes and pallets valued at $2,360 at both September 30, 2017, and December 31, 2016.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will generate revenue from the design and installation of the equipment and licensing of technology.

Revenue from construction contracts are reported under the percentage of completion method for financial statement purposes. The estimated revenue for each contract reflected in the financial statements represent that percentage of estimated total revenue that costs incurred to date bear to estimated total costs, based on the Company’s current estimates. With respect to contracts that extend over one or more accounting periods, revisions in costs and revenue estimates during the work are reflected in the period the revisions become known. When current estimates of total contract costs indicate a loss, provision is made for the entire estimated loss.

The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Billing practices for these projects are governed by the contract terms of each project based upon actual costs incurred, achievement of milestones, or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized under the percentage of completion method of accounting. Except for claims and change orders that are in the process of being negotiated with customers, unbilled work is usually billed during normal billing processes following achievement of the contractual requirements.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC 718-10, Stock Compensation. ASC 718-10 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions).

Basic Loss per Share

Basic loss per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since the Company has incurred losses for all periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.

9

The Company has the following common stock equivalents for the nine months ended September 30, 2017 and 2016, respectively:

	September 30, 2017		September 30, 2016
Convertible debt (exercise price - $0.07/share)		-		1,307,190
Convertible debt (exercise price - $0.30/share)		916,667		-
Series A convertible preferred shares (exercise price - $0.08/share)		-		3,267,974
		916,667		4,575,164

Fair Value of Financial Instruments

The Company adopted ASC 820 Fair Value Measurements for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value and provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Carrying amounts reported on the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. Debt classified as Level 2 in the fair value hierarchy represent note payable, net of debt discount, of $0 and $209,786 at September 30, 2017 and December 31, 2016, respectively, and convertible notes payable of $247,986 and $122,383 at September 30, 2017 and December 31, 2016, respectively.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740 Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all the deferred tax asset will not be realized. 

ASC 740 implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation.

Tax years 2016, 2015, 2014, 2013, 2012 and 2011, remain subject to examination by the Internal Revenue Service (“IRS”) and respective states.

10

Property and Equipment

Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table:

Asset Description	Estimated Useful Life (Years)
Furniture and equipment	3 - 5
Tooling equipment	10
Leasehold improvements	*

* The shorter of 5 years or the life of the lease.

Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.

Goodwill and Other Intangible Assets (Restated)

Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5 year period.

In accordance with ASC 350 Goodwill and Other Intangible Assets, goodwill and indefinite-lived intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognized $1,440,961 and $0 for impairment charges taken during the nine months ended September 30, 2017 and 2016, respectively.

Intangible assets consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Domain name	$	2,000		$	2,000
Facilities Manager’s Package Online (software)		1,022			1,022
MLC CD Systems (software)		7,560			7,560
Total		10,582			10,582
Less: Accumulated amortization		(4,261	)		(2,978	)
Intangible assets, net	$	6,321		$	7,604

Patent and Patent Application Expenses

Although the Company believes that its patent and underlying technology will have continuing value, the amount of future benefits to be derived from the patent is uncertain. Therefore, patent costs are expensed as incurred.

11

Research and Development

Research and development expenditures are charged to expense as incurred. Research and development expense for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Research and development expense	$	-	$	6,376	$	1,625	$	15,047

Advertising Expense

Advertising and promotional costs are expensed as incurred. Advertising expense for the three and nine months ended September 30, 2017 and 2016, are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September  30, 2016		September 30, 2017		September 30, 2016
Advertising expense	$	3,298	$	5,418	$	16,185	$	67,079

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements may impact future reporting of financial position and results of operations. Management is currently assessing implementation.

The FASB issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805) clarifying the definition of a business. The amendment affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. For public companies, the amendment is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

The FASB issued ASU No. 2016-02, Leases (Topic 842) providing new lease accounting guidance. The standard requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. The standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements. Under current accounting standards, substantially all the Company’s leases are considered operating leases and, as such, are not recognized on the Consolidated Balance Sheet. This standard is effective for the Company beginning on January 1, 2019, with early adoption permitted.

The FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) providing improved accounting for employee share-based payments. The standard affects all organizations that issue share-based payment awards to their employees. For public companies, the amendment is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

The FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606). This standard requires an entity to recognize the amount of revenue to which it expects to be entitled to for the transfer of promised goods or services to customers. The new standard was originally effective on January 1, 2017; however, in July 2015 the FASB decided to defer the effective date by one year. Early application is not permitted, but reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method.

Derivative Liability

The Company accounts for derivative instruments in accordance with ASC 815 Derivatives and Hedging, 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 September 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges.

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Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a beneficial conversion feature (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.

NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

Subsequent to the filing on November 14, 2017, of the Form 10Q, the Company noticed errors in accounting for the issuance of 7,584,008 shares of common stock for Alamo CBD and the cancellation of 2,500,000 shares of common stock by an officer of the Company. As at September 30, 2017, the Company had recorded $890,961 for Goodwill from the acquisition of Alamo CBD (“Alamo”), from the issuance of shares valued at $1,440,961 and reduced by $550,00 for the cancelation of shares by the Company’s officer. Management determined that the acquisition of Alamo CBD was not a business combination and was an acquisition of assets, and should be impaired upon acquisition. Additionally, Management determined that the cancellation of shares by the Company’s officer should be valued at $0 and not applied to the acquisition of assets from Alamo.

The effects of the adjustments on the Company’s previously issued financial statements as at September 30, 2017 and for the three and nine months ended September 30, 2017 are summarized as follows:

	Originally			Restatement
Balance Sheets	Reported			Adjustment			As Restated
Goodwill	$	890,961		$	(890,961	)	$	-
Total assets	$	1,038,726		$	(890,961	)	$	147,765
Accumulated deficit	$	(5,996,968	)	$	(1,440,961	)	$	(7,437,929	)
Total stockholders’ equity (deficit)	$	660,736		$	(890,961	)	$	(230,225	)
Total liabilities and stockholders’ equity (deficit)	$	1,038,726		$	(890,961	)	$	147,765

		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the nine months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	1,325,778		$	1,440,961		$	2,766,739
Loss from operations	$	(1,337,127	)	$	(1,440,961	)	$	(2,778,088	)
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Net loss per share, basic and diluted	$	(0.11	)	$	(0.08	)	$	(0.19	)
Weighted average number of common shares outstanding: Basic and diluted		18,644,318			-			18,644,318
		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the three months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	178,491		$	1,440,961		$	1,619,452
Loss from operations	$	(175,411	)	$	(1,440,961	)	$	(1,616,372	)
Net loss	$	(219,561	)	$	(1,440,961	)	$	(1,660,522	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.08	)	$	(0.09	)
Weighted average number of common shares outstanding: Basic and diluted		19,929,506			-			19,929,506
		Originally			Restatement
Consolidated Statements of Cash Flows		Reported			Adjustment			As Restated
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Impairment loss	$	-		$	1,440,961		$	1,440,961

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NOTE 3 - GOING CONCERN (RESTATED)

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $3,441,157, net cash used in operations of $1,040,865 and has an accumulated deficit of $7,437,929 for the nine months ended September 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing to ensure the continuing existence of the business.

The Company’s business plan is to engage in the design and development of commercial grade aeroponics fixtures and supporting systems for use in CEA and BIA cannabis production and to develop personalized cannabis medicines, as a provider of advanced cultivation technology, methods and processes. The Company provides the cannabis industry production platforms for CEA and BIA production. During the next twelve months, the Company’s strategy is to:

● complete ongoing product development;

● advance product assembly;

● construct a demonstration cannabis CEA and BIA farm for marketing purposes;

● offer design-build services to partners; and

● establish its long-term strategy to directly sell, license and franchise its patent-pending cannabis cultivation technologies and methods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Furniture and equipment	$	124,379		$	123,827
Tooling equipment		27,015			27,015
Leasehold improvements		57,780			57,780
Computer equipment		6,169			6,169
Research and development lab		63,177			63,177
Total		278,520			277,968
Less: Accumulated depreciation		(157,315	)		(119,550	)
Property and equipment, net	$	121,205		$	158,418

 Depreciation expense for the nine months ended September 30, 2017, totaled $37,765.

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NOTE 5 - COMMITMENTS AND CONTINGENCIES

Alamo CBD (Restated)

On January 3, 2017, the Company signed a binding letter of intent with Alamo CBD to enter discussions to combine and create a medical cannabinoids pharmaceutical group. On August 3, 2017, the Company formed Alamo Acquisition, LLC, a Texas limited liability company, in which the Company owns 100% of Alamo Acquisition, LLC member interests.

On August 4, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization, by and among the Company, Alamo Acquisition LLC, and Alamo CBD (the “Agreement”). On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer of the Company, returned 2,500,000 shares of common stock to the Company in anticipation of the merger of the Company and Alamo CBD (the “Merger”) to be consummated pursuant to the Agreement. The return of common stock by Chad Sykes was a non-cash transaction valued at $0. On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to the members of Alamo CBD related to the asset acquisition. Pursuant to ASC 805 “Business Combinations,” the Company determined this agreement to be an asset purchase and recorded fair value of $1,440,961 ($0.19 per share) based upon the most recent trading price per share. For the period ended September 30, 2018, the Company recorded an impairment loss of $1,440,961.

Vyripharm Joint Venture

On March 23, 2017, the Company entered into a Contractual Joint Venture Agreement with Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture”). The intent of the Joint Venture was for the Parties to work together to enhance the ability of Alamo CBD to apply for and obtain licensure, or a permit, to grow and/or dispense marijuana products for medical and/or consumer use through the Texas Compassionate Use Program. As of March 31, 2017, the Company paid Vyripharm $250,000 that was recorded as an Investment in Joint Venture on the balance sheet. Subsequently, the Joint Venture failed to receive licensure in Texas. However, the Joint Venture placed 16 out of 43 applicants and its application is currently considered pending by the Department of Public Safety (“DPS”).

On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Contractual Joint Venture. Company management determined that without a license to produce cannabis, the Company would not be able to fully utilize the intent of the Joint Venture partnership and the Company would be financially burdened by the ongoing Joint Venture terms. Both parties agreed that this decision would not impair either party’s ability to pursue a Joint Venture in the future after the Company, or Alamo CBD, obtained license to produce cannabis. As such, Indoor Harvest recorded a loss on investment of the Joint Venture for the nine months ending September 30, 2017 of $250,000 as presented in the Condensed Statements of Operations.

Deferred Rent

Deferred rent payable at September 30, 2017 was $6,808. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

Rent expense for the three and nine months ended September 30, 2017 and 2016, were:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Rent expense	$	12,788	$	12,788	$	39,763	$	38,616

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NOTE 6 - CONCENTRATIONS

At September 30, 2017 and December 31, 2016, the Company had concentrations of accounts receivable of:

Customer	September 30, 2017			December 31, 2016
Tweed, Inc.		-	%		100	%

For the three months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Three Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-	%
Tweed		34	%		-	%
University of Arizona CEAC		-	%		24	%
ER Michigan		-	%		76	%

For the nine months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Nine Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-%
Tweed		34	%		-%
University of Arizona CEAC		-%			22	%
GSS Colorado		-%			6	%
ER Michigan		-%			34	%
PH Research Platform		-%			5	%
UB Poland		-%			33	%

NOTE 7 - WORK IN PROCESS

Work in progress as of September 30, 2017 and December 31, 2016, consisted of the following:

Description	September 30, 2017		December 31, 2016
Costs incurred on uncompleted contracts	$	-	$	80,620
Estimated earnings		-		-
Less: Billings to date		-		(100,775	)
Total	$	-	$	(20,155	)
Reflected in balance sheet as:
Costs and estimated earnings in excess of billings on contracts in process	$	-	$	-
Billings in excess of costs and estimated earnings on contracts in process		-		20,155
Total	$	-	$	20,155

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NOTE 8 - NOTE PAYABLE

Note payable as of September 30, 2017 and December 31, 2016, consisted of the following:

	September 30, 2017		December 31, 2016
On June 5, 2015, the Company entered into a five-year loan agreement totaling $36,100. The loan carries interest at a rate of 10.25%.	$	22,105	$	27,132
Less: current portion		7,330		6,790
Long-term note payable, net	$	14,775	$	20,342

NOTE 9 - DEBT AND CONVERTIBLE LOAN PAYABLE

Convertible Note Payable

On March 20, 2017, the Company entered into a settlement agreement relating to a promissory note with Chuck Rifici Holdings, Inc originally dated September 26, 2016 (“Rifici Note”). The Company settled the amount owed by paying $269,498 in cash. The Company was released from any further liability under this Rifici Note upon payment of this amount.

On March 20, 2017, the Company entered into a settlement agreement relating to two (2) promissory notes with FirstFire Global Opportunities Fund, LLC dated October 19, 2016 and December 12, 2016. Pursuant to the settlement, the Company paid the holder an aggregate of $252,917 in cash and issued 333,333 shares of common stock with a fair value of $100,000 based upon the conversion price of $0.30 per share. The Company was released from any further liability under this FirstFire Global Opportunities Fund, LLC note upon payment of this amount.

On March 24, 2017, the Company entered into a securities purchase agreement with Tangiers Global, LLC (“Tangiers”) relating to the issuance and sale of notes (“Tangiers Note”) in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. The Tangiers Note is convertible into shares of common stock at a price equal to $0.30 per share. The Tangiers Note carries interest on the unpaid principal amount at the rate of 8% per annum and is due and payable eight months from the effective date of each payment. For the nine months ended September 30, 2017, the Company received an initial $250,000 payment under the Tangiers Note, which when added to the 10% original issuance discount fee of $25,000, represents a $275,000 face amount outstanding (the “First Draw”).

On October 10, 2017, the Company executed Amendment #1 (“Amendment #1”) to the Tangiers Note for a final draw of $250,000 payment plus a 10% original issue discount (the “Final Draw”). Amendment #1 modified the maturity date of the Tangiers Note from eight months to six months from the effective date of each payment. In addition, Amendment #1 included use of proceeds for the $250,000 received from Tangiers. All other terms and conditions of the Tangiers Note remain effective and were not amended

The execution of Amendment #1 caused the Company to default on the First Draw due to the acceleration of the maturity date. The default caused an increase in the interest rate on the First Draw from 8% to 18% and allows Tangiers to demand payment in cash equal to 150% of the outstanding principal and interest, which is automatically added to the outstanding principle, and convert all or a portion of the outstanding principal into shares of common stock of the Company. The default conversion rate of the Tangiers Note is the lower of the conversion rate then in effect or 65% of the lowest trading price for the 15 days prior to Tangiers’ notice of conversion.

On October 17, 2017, the Company converted debt and accrued interest, totaling $30,000 into 329,670 shares of common stock. (See also Note 12).

For the three and nine months ended September 30, 2017, the Company accrued $5,545 and $11,874, respectively, in accrued interest related to outstanding the note.

Debt Discount and Original Issuance Costs for Convertible Note

During the nine months ended September 30, 2017 and 2016, the Company recorded debt discounts and original issuance costs totaling $120,333 and $380,267, respectively.

The debt discounts recorded in 2017 and 2016, pertain to beneficial conversion feature on the convertible notes. The notes are required to be bifurcated and reported at fair value on the date of grant. (see Note 1 Fair Value Measurements).

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The Company amortized $294,888 and $331,034 to interest expense during the nine months ended September 30, 2017 and 2016, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	152,617		$	-
Additional debt discount and debt issue cost		120,333			417,834
Amortization of debt discount and debt issue cost		(245,937	)		(265,217	)
Debt discount, end of period	$	27,013		$	152,617

Debt Issuance Costs for Convertible Note

During the nine months ended September 30, 2017 and 2016, the Company did not pay debt issuance costs.

During the nine months ended September 30, 2017 and 2016, the Company amortized $7,473 and $0 of debt issue costs, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	7,473		$	-
Additional debt discount		-			10,000
Amortization of debt discount		(7,473	)		(2,527	)
Debt discount, end of period	$	-		$	7,473

Debt Discount for Promissory Note

During the nine months ended September 30, 2017 and 2016, the Company recorded debt discount of $0 and $34,112, respectively.

The Company amortized $15,715 and $767 to interest expense during the nine months ended September 30, 2017 and 2016, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	15,715		$	-
Additional debt discount					34,112
Amortization of debt discount		(15,715	)		(18,398	)
Debt discount, end of period	$	-		$	15,715

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NOTE 10 - RELATED PARTY TRANSACTIONS (RESTATED)

On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer, returned 2,500,000 shares of common stock to the Company related to the merger of the Company and Alamo CBD.

On September 6, 2017, the Company issued 2,957,763 shares of common stock to Dr. Lang Coleman, Director, related to the merger of the Company and Alamo CBD.

On September 6, 2017, the Company issued 758,401 shares of common stock Rick Gutshall, Interim-Chief Executive Office, Chief Financial Officer and Director, related to the merger of the Company and Alamo CBD.

On September 15, 2017, the Company issued 250,000 shares of common stock related to an Employment Agreement with Annette Knebel, Chief Accounting Officer and Director.

NOTE 11 - STOCKHOLDERS’ DEFICIT (RESTATED)

Series A Convertible Preferred Stock

During the third quarter of fiscal 2016, the Company initiated a subscription agreement to offer accredited investors up to 1,000,000 units (“Units”) of securities, each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant (“Warrant”). The price per Unit was $0.50 for a maximum aggregate proceeds of $500,000. There are no dividends on the Series A Convertible Preferred Stock. The Warrants were exercisable at $0.50 per share for a period of one year. As of September 30, 2017, the warrants were not exercised. Therefore, the Company has disclosed the expiration of the Warrants.

From August 15 to August 29, 2016, the Company sold an aggregate of 250,000 Units to three (3) investors for total proceeds of $125,000. During the nine months ended September 30, 2017 and 2016, the Company amortized $33,238 and $0 of debt discount related to the warrants, respectively. The remaining debt discount related to the warrants is $0.

On March 20, 2017, the Company’s Series A Preferred Convertible Stock shareholders (“Series A Holders”) each voted to waive and remove the provisions of Section 5(iii) of the Certificate of Designations of the Series A Preferred Stock. Series A Holders have each agreed individually and also as a group to convert their Series A Convertible Preferred Stock into common stock at a conversion price equal to $0.30 per share. A total of 250,000 shares of the Company’s Series A Preferred Convertible Stock were converted into an aggregate of 416,667 shares of common stock.

From April 26, 2017 through May 3, 2017, the Company sold an aggregate of 750,000 shares of Series A Preferred Common Stock to thirteen (13) U.S. accredited investors at $0.40 per share for proceeds of $300,000.

Common Stock

January 16, 2017, the Company issued 145,740 shares of common stock related to a Director Agreement with Pawel Hardej. The Company recorded fair value of $64,126 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

January 16, 2017, the Company issued 41,640 shares of common stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $18,322 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

January 16, 2017, the Company issued 62,460 shares of common stock related to a Director Agreement with John Choo. The Company recorded fair value of $27,482 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

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January 17, 2017, the Company issued 800,000 shares of common stock to Lyons Capital, LLC for a six-month consulting and road show services agreement. The Company recorded fair value of $352,000 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

From February 22, 2017 through March 15, 2017, the Company sold, in reliance upon Regulation D Rule 506, a total of 2,060,000 shares of common stock to seventeen (17) U.S. accredited investors at $0.40 per share for cash totaling $824,000.

On March 20, 2017, the Company settled the amount owed to FirstFire Global Opportunities Fund LLC by paying $252,917 in cash and issuing 333,333 shares of common stock with a fair value of $100,000 based upon the conversion price of $0.30/share (See Note 9).

On March 20, 2017, a total of 250,000 shares of the Company’s Series A Preferred Convertible Stock were converted into 416,667 shares of Common Stock. The Company recorded fair value of $175,000 ($0.42/share) based upon the most recent trading price per share of the Company’s stock.

On June 1, 2017, the Company issued 250,000 shares of common stock for a 12-month investor relations consulting agreement. The Company recorded fair value of $55,000 ($0.22/share) based upon the most recent trading price per share of the Company’s stock.

On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer, returned 2,500,000 shares of common stock to the Company in anticipation of the Merger (See Note 5).

On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to Alamo CBD, in connection with the Merger. The Company recorded fair value of $1,440,961 ($0.19 per share) based upon the most current trading price of the Company’s stock.

On September 15, 2017, the Company issued 250,000 shares of common stock related to an Employment Agreement with Annette Knebel, Chief Accounting Officer and Director. The Company recorded fair value of $50,000 ($0.20 per share) based upon the most current trading price of the Company’s stock.

Common Stock Warrants

On September 26, 2016, the Company issued the Rifici Note to Chuck Rifici Holdings, Inc, relating to the issuance of $225,500 in aggregate principal including a $204,000 actual payment of purchase price plus a 10% original issue discount. In conjunction with the issuance of the Rifici Note, the Company issued a one-year warrant to purchase 250,000 shares of common stock at an exercise price of $0.30 per share (See Note 9). The warrant expired September 26, 2017 and was not exercised.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2016		500,000		0.40		-
Granted		-		-		-
Exercised		-		-		-
Canceled/Forfeited		250,000		0.50		-
Expired		250,000		0.30		-
Balance September 30, 2017		-	$		$	-

For the nine months ended September 30, 2017, no warrants were outstanding.

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For the year ended December 31, 2016, the following warrants were outstanding:

Exercise Price Warrants Outstanding	Warrants Exercisable		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
$   0.30-0.50		500,000		0.69		32,500

Lattice Binomial model was used to value aggregate intrinsic value.

NOTE 12 - SUBSEQUENT EVENTS

On October 10, 2017, the Company executed Amendment #1 to the March 24, 2017 Tangiers Note for $250,000 payment plus a 10% original issue discount. The maturity date is six months from the effective date. All other terms and conditions of the Tangiers Note remain effective.

On October 12, 2017, the Company entered into an Investment Agreement with Tangiers Global, LLC (“Tangiers Global”) pursuant to which the Company may issue and sell to Tangiers Global up to $2,000,000 of the Company’s common stock. Concurrently, on October 12, 2017, the Company entered into a Registration Rights Agreement with Tangiers Global. The Investment Agreement shall terminate upon the earlier of: (i) the issuance of $2,000,000 of shares, (ii) 36 months after the Effective Date (as defined in the Investment Agreement), (iii) at such time the Registration Statement (as defined in the Investment Agreement) is no longer effective, or (iv) by the Company at any time by providing 15 days written notice to Tangiers Global.

On October 12, 2017, the Company issued a promissory note to Tangiers Global, in the principal amount of $50,000 in order to induce Tangiers Global to enter into the Investment Agreement. The note bears interest at a rate of 10% per annum and matures on May 12, 2018. Tangiers Global may, at any time, convert the unpaid principal amount of the note into shares of the Company’s common stock at a conversion price of $0.1666 per share.

On October 17, 2017, the Company converted debt and accrued interest, totaling $30,000 into 329,670 shares of common stock.

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Item 2. Management’s Discussion and Analysis or Plan of Operation.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q/A.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Forward-Looking Statements

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and other financial information appearing elsewhere in this Quarterly Report. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking statements. You can identify these statements by forward-looking words such as “plan,” “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future and thus you should not unduly rely on these statements.

The forward-looking statements included herein are based on current expectations that involve several risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K as of and for the year ended December 31, 2016 and other periodic reports filed with the United States Securities and Exchange Commission (“SEC”). Accordingly, to the extent that this Quarterly Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that the Company’s actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements and thus you should not unduly rely on these statements.

Overview

We are currently in the process of implementing a significant change in our business focus and structure. We are seeking to use the relationships and technology we have developed to become a registered producer and seller under the federal Controlled Substance Act (“CSA”) of pharmaceutical grade cannabis for research and targeted treatment of specific medical symptoms. The Company is in the final stages of negotiating the development and construction of an aeroponic cannabis demonstration farm as well as a commercial production facility in the United States. The Company intends to generate revenue from engineering, project management, equipment leasing and technology licensing from these constructed facilities (demonstration farms).

Current Business and Operations

The Company, through its brand name Indoor Harvest®, is a developer of personalized cannabis chemical expression profiles and is a provider of advanced cultivation methods and processes. The Company intends to sell and license its patent pending high pressure aeroponic cultivation systems and methods to producers of cannabis.

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Aeroponics is the process of growing plants in an air or mist environment without the use of soil or an aggregate medium (known as geoponics). Aeroponic culture differs from both conventional hydroponics and in-vitro (plant tissue culture) growing. Unlike hydroponics, which uses water as a growing medium and to provide essential minerals to sustain plant growth, aeroponics is conducted without a growing medium. Because water is used in aeroponics to transmit nutrients, it is sometimes considered a type of hydroponics. The Company’s patent pending aeroponic technology has been independently tested and shown to reduce cannabis production costs by up to 80%, while increasing cannabis biomass by 150% and increasing cannabis flower production by 50%. The technology allows for precision cultivation, while eliminating mediums, thereby dramatically reducing the potential for contaminants and the use of pesticides. When used with BIA and CEA installations, the Company’s aeroponic technology can provide a fully sterile production environment capable of producing consistent chemical expression of the cannabis plant for pharmaceutical research and development.

We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the SEC’s reporting and disclosure rules. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Because of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Our operational expenditures are primarily related to developing our line of productions, developing our in-house manufacturing and fabrication facilities and the costs related to be a fully reporting company with the SEC.

Alamo CBD Asset Acquisition and Changes in Business Operations

On January 3, 2017, the Company signed a binding letter of intent with Alamo CBD to enter discussions to combine and create a medical cannabinoids pharmaceutical group. On August 3, 2017, the Company formed Alamo Acquisition, LLC, a Texas limited liability company, in which the Company owns 100% of Alamo Acquisition, LLC member interests.

On August 4, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization, by and among the Company, Alamo Acquisition LLC, and Alamo CBD (the “Merger”). On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer, returned 2,500,000 shares of common stock to the Company in anticipation of the Merger. The return of common stock by Chad Sykes was a non-cash transaction. On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to the members of Alamo CBD related to the Merger. The Company recorded fair value of $1,440,961 ($0.19 per share) based upon the most recent trading price per share. The Company subsumed into goodwill all intangible assets acquired in the transaction. The aggregate value of goodwill at September 30, 2017 was $0, after an impairment charge to operating expenses of $1,440,961.

Contractual Joint Venture with Alamo CBD and Vyripharm Enterprises, LLC

On March 23, 2017, the Company entered into a Contractual Joint Venture Agreement with Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture”). The intent of the Joint Venture was for the Parties to work together to enhance the ability of Alamo CBD to apply for and obtain licensure, or a permit, to grow and/or dispense marijuana products for medical and/or consumer use through the Texas Compassionate Use Program. As of March 31, 2017, the Company paid Vyripharm $250,000 that was recorded as an Investment in Joint Venture on the balance sheet.

23

Voluntary Default of Joint Venture and Status of Application with DPS

As published in the Texas DPS Self-Evaluation Report, on page 543, question (D), dated September 29, 2017, the DPS originally interpreted the statute as requiring a market-based system by which the number and location of licensees are determined by market factors rather than by regulation – as not mandating or limiting the number of licensed distributors. It was originally understood that the applicants would be required to satisfy certain basic requirements prior to licensure, and the ability to maintain compliance with DPS guidelines will be evaluated through on-going audits and inspections.

In late 2016, the DPS modified its approach to restrict the number of licenses to three. This necessitated the development of a competitive review process, where three applicants were conditionally approved based on the review of the submitted application materials. Upon successful onsite inspection of their facilities, qualified applicants will be issued licenses. Because of this competitive review process, the Joint Venture group placed 16th out of 43 applicants and its application is currently considered pending by the DPS.

On June 30, 2017, the Company, Alamo CBD and Vyripharm entered into discussions to amend and extend the payment terms under the Joint Venture Agreement due to the group not being awarded one of the three initial provisional licenses to produce cannabis in Texas under the Compassionate Use Program. To date, the DPS has awarded two production licenses with the third applicant pending approval.

On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Joint Venture Agreement and the Company wrote off the $250,000 down payment towards the Joint Venture investment. The Company’s management determined that without a license to produce cannabis, the Company would not be able to fully utilize the intent of the Joint Venture partnership and the Company would be financially burdened by the ongoing Joint Venture terms. Both parties agreed that this decision would not impair either party’s ability to pursue a Joint Venture in the future, after the Company, or Alamo CBD, obtained license to produce cannabis.

The Company is a member and is working with the Medical Cannabis Association of Texas and expects both lobbying and legislative efforts currently being undertaken to result in the program being expanded, additional permits being awarded, and new legislation being introduced in 2019 to allow for a separate permitting process to conduct cannabis research in line with the Controlled Substance Act. There is no guarantee that these efforts will result in the Company obtaining a license or permit to produce cannabis in Texas or that legislation will be adopted allowing a separate licensing or permitting process for research purposes.

Current Projects

On May 31, 2017, the Company notified Tweed Marijuana Inc. (“Tweed”), that it had completed work under Phase Two of its Cannabis Production Pilot Agreement, originally entered on December 18, 2014. The Company installed 13 aeroponic systems at Tweed for an internal economic pilot. Additionally, the Company notified Tweed that it would not seek to renew the Cannabis Production Pilot Agreement.

On July 10, 2017, the Company entered into a Cultivation Design Agreement with Bright Orchard Developments, Ltd., for the design of an aeroponic cannabis production facility by a pending licensed producer in Canada.

On August 4, 2017, the Company ceased all direct operations within the vertical farming industry. The Company intends to sell its portfolio of vertical farming designs through third party reseller agreements.

Current EPCM Sales Pipeline

On August 4, 2017, the Company ceased all outside Engineering, Procurement and Construction Management services.

Results of Operations

For the three months ended September 30, 2017, we generated revenue of $4,245 with cost of sales of $1,165 resulting in gross income of $3,080 and gross margin of 73%. For the three months ended September 30, 2016 we generated revenue of $21,210 with cost of sales of $11,278 resulting in gross income of $9,932 and gross margin of 47%. For the nine months ended September 30, 2017, we generated revenue of $4,245 with cost of sales of $15,594 resulting in gross loss of $11,349 and gross margin of -267%. For the nine months ended September 30, 2016, we generated revenue of $83,376 with cost of sales of $55,199 resulting in gross income of $28,177 and gross margin of 34%.

24

For the three months ended September 30, 2017, we incurred $1,619,452 of operating expenses compared to $314,410 of operating expenses for the three months ended September 30, 2016. This represents a 415% increase quarter over quarter. The increase in our operating expenses was primarily due to the one-time impairment charge of $1,440,961 from the acquisition of intangible assets. Removing impairment charges our operating expenses decreased 43% as compared to the same period in 2016, primarily from a decrease in payroll costs and reduced operational activities. For the nine months ended September 30, 2017 and 2016, we incurred $2,766,739 and $1,059,474, respectively, in operating expenses. The increase in our operating expenses were due primarily due to the one-time impairment charge of $1,440,961 and due to increased operating costs and costs associated with our agreements to support Alamo CBD’s cannabis production license under the Texas Compassionate Use Program and professional fees associated with the Merger.

Our expenses related to research and development for the three months ended September 30, 2017 and 2016 were $0 and $6,376, respectively, representing a 100% decline from last year’s quarter to this year’s quarter. Our expenses related to research and development for the nine months ended September 30, 2017 and 2016 were $1,625 and $15,047, respectively. The decrease in research and development expenses was due to decreased costs associated with our collaborative R&D partnerships, in which we share some costs associated with R&D with our partners.

As of September 30, 2017, we had total liabilities of $377,990, while at December 31, 2016, we had total liabilities of $450,908, representing a 16% decrease. The decrease was the result of recapitalization and repayment of debt.

Deferred rent payable at September 30, 2017 was $6,808. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

Liquidity and Capital Resources

As of September 30, 2017, we had $7,639 in total current assets and current liabilities of $363,215. Accordingly, our working capital deficit at September 30, 2017 was $355,576. We also have the ability to raise additional capital as needed through external equity financing transactions. Additionally, considering that our fixed overhead costs are low, we have the ability to issue stock to compensate employees and management, and the level of future revenue we expect to generate from the sale of equipment and licensing revenue, we believe our liquidity and capital resources to be adequate to fund our operational and general and administrative expenses for at least the next 12 months. There is no guarantee we will have the ability to raise additional capital as needed through external equity financing transactions if required.

Operating activities used $1,040,864 in cash for the nine months ended September 30, 2017, as compared with $427,939 used for the nine months ended September 30, 2016, representing a 120% increase year over year. Our increase in cash used in operating activities was due primarily to an increase in net loss offset by cash provided by amortization of debt discount and stock issued for services and costs associated with our agreements to support Alamo CBD’s cannabis production license under the Texas Compassionate Use Program and professional fees associated with our merger with Alamo CBD.

Investing activities for the nine months ended September 30, 2017 used $550 in cash, as compared with providing $3,012 for the nine months ended September 30, 2016, representing a 118% decrease year over year. The reduction of cash used in investing activities is primarily related to the completion of the Tweed project during 2017.

Financing activities for the nine months ended September 30, 2017 generated $968,474 in cash, as compared with $403,368 for the nine months ended September 30, 2016, representing a 140% increase year over year. Proceeds from financing activities consisted primarily of proceeds from the issuance of preferred stock and common stock for cash and the proceeds from demand notes.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

25

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s management, consisting solely of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of September 30, 2017, the Company’s disclosure controls and procedures were not effective because of the following internal control over financial reporting deficiencies:

● We currently have an insufficient complement of personnel with the necessary accounting expertise and an inadequate supervisory review structure with respect to the requirements and application of US GAAP and SEC disclosure requirements.

● We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

● We currently lack a formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

● Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

26

PART II — OTHER INFORMATION

Item 6. Exhibits.

Exhibit No.	Document Description
31.1*	CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
31.2*	CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1**	CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002.
32.2**	CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002.
Exhibit 101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
	XBRL Instance Document*
	XBRL Taxonomy Extension Schema Document*
	XBRL Taxonomy Extension Calculation Linkbase Document*
	XBRL Taxonomy Extension Definition Linkbase Document*
	XBRL Taxonomy Extension Label Linkbase Document*
	XBRL Taxonomy Extension Presentation Linkbase Document*

*	Filed herewith.
**	Furnished herewith.

27

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INDOOR HARVEST CORP.
	(Registrant)
Dated:  November 15, 2018	/s/ Daniel Weadock
	Daniel Weadock
	Chief Executive Officer and Director
	(Principal Executive Officer)
Dated:  November 15, 2018	/s/ Chad Sykes
	Chad Sykes
	Principal Financial Officer and Principal Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)

28

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Weadock, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Indoor Harvest Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 15, 2018

/s/ Daniel Weadock

Daniel Weadock

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chad Sykes, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Indoor Harvest Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 15, 2018

/s/ Chad Sykes

Chad Sykes
Principal Financial Officer and Principal Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Daniel Weadock, Chief Executive Officer, of Indoor Harvest Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   the quarterly report on Form 10-Q/A of Indoor Harvest Corp for the period ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Indoor Harvest Corp.

Dated: November 15, 2018

/s/ Daniel Weadock

Daniel Weadock
Chief Executive Officer and Director

(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Indoor Harvest Corp. and will be retained by Indoor Harvest Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Chad Sykes, Principal Financial Officer and Principal Accounting Officer, of Indoor Harvest Corp, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   the quarterly report on Form 10-Q/A of Indoor Harvest Corp. for the period ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Indoor Harvest Corp.

Dated: November 15, 2018

/s/ Chad Sykes

Chad Sykes
Principal Financial Officer and Principal Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Indoor Harvest Corp. and will be retained by Indoor Harvest Corp and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document And Entity Information
Entity Registrant Name	Indoor Harvest Corp
Entity Central Index Key	0001572565
Document Type	10-Q/A
Document Period End Date	Sep. 30, 2017
Amendment Flag	true
Amendment Description	<p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Indoor Harvest Corp (“we”, “our”, the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate the following items of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, which we originally filed with the Securities and Exchange Commission on November 14, 2017 (the “Original Form 10-Q”):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%"><font style="font-size: 10pt">(i)</font></td> <td style="width: 95%"><font style="font-size: 10pt">Item 1 of Part I “Financial Information”</font></td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">(ii)</font></td> <td><font style="font-size: 10pt">Item 2 of Part I “Management’s Discussion and Analysis of Financial Condition and Results of Operations”</font></td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">(iii)</font></td> <td><font style="font-size: 10pt">Item 4 of Part I “Controls and Procedures”</font></td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">(iv)</font></td> <td><font style="font-size: 10pt">Item 6 of Part II “Exhibits”</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2 and our financial statements formatted in Extensible Business Reporting Language (XBRL).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On October 17, 2018, the Board of Directors (the “Board”) of the Company was notified by the Company’s independent registered public accounting firm, Thayer O’Neal Company, LLC (“Thayer”), that the unaudited interim financial statements included in the Original Form 10-Q should not be relied upon. Thayer informed the Board that, in July 2018, information came to its attention that led it to investigate whether the Company’s acquisition of Alamo CBD LLC (“Alamo CBD”) was wrongly accounted for as a business combination. Thayer concluded this investigation on October 17, 2018 and notified the Board that the Company, pursuant to generally accepted accounting principles, should have accounted for the Alamo CBD transaction as an asset acquisition.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company noticed errors in accounting for the issuance of 7,584,008 shares of common stock for Alamo CBD and the cancellation of 2,500,000 shares of common stock by an officer of the Company. As at September 30, 2017, the Company had recorded $890,961 for Goodwill from the acquisition of Alamo CBD from the issuance of shares valued at $1,440,961 and reduced by $550,00 for the cancelation of shares by an officer of the Company. Management determined that the acquisition of Alamo CBD was not a business combination and was an acquisition of assets and should be impaired upon acquisition. Additionally, management determined that the cancellation of shares by the Company’s officer should be valued at $0 and not applied to the acquisition of assets form Alamo.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">This report on Form 10-Q/A has been signed as of a current date and all certifications of the Company’s Chief Executive Officer and Chief Financial Officer are given as of a current date. Except as discussed above and as further described in Note 2 to the consolidated financial statements, the Company has not modified, or updated disclosures presented in this Amendment. Accordingly, the Amendment does not reflect events occurring after the Original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-Q. In addition, the Company has concluded there were material weaknesses in the Company’s internal control over financial reporting as of September 30, 2017. See additional discussion included in Part I, Item 4 of this amended Quarterly Report on Form 10-Q/A.</p>
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Is Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Common Stock, Shares Outstanding		24,987,030
Trading Symbol	INQD
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 5,279	$ 78,219
Accounts receivable		34,853
Other receivable		7,323
Inventory	2,360	2,360
Total current assets	7,639	122,755
Furniture and equipment, net	121,205	158,418
Security deposit	12,600	12,600
Intangible asset, net	6,321	7,604
Total assets	147,765	301,377
Current liabilities:
Accounts payable and accrued expenses	97,369	55,797
Convertible note payable, net of debt discount of $27,013 and $152,617, respectively	247,986	122,383
Note payable, net of discount of $0 and $15,714, respectively		209,786
Accrued payroll	3,722	7,142
Deferred rent	6,808	8,513
Note payable - current portion	7,330	6,790
Billing in excess of costs and estimated earnings		20,155
Total current liabilities	363,215	430,566
Long term liabilities:
Note payable	14,775	20,342
Total liabilities	377,990	450,908
Stockholders' deficit:
Series A Convertible Preferred stock: $0.01 par value, 5,000,000 shares authorized; 750,000 and 250,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	7,500	2,500
Common stock: $0.001 par value, 50,000,000 shares authorized; 24,657,360 and 15,213,512 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	24,657	15,213
Additional paid-in capital	7,175,547	3,829,528
Accumulated deficit	(7,437,929)	(3,996,772)
Total stockholders' deficit	(230,225)	(149,531)
Total liabilities and stockholders' deficit	$ 147,765	$ 301,377

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Debt discount on convertible note payable	$ 27,013	$ 152,617
Discount on note payable	$ 0	$ 15,714
Series A, Convertible Preferred Stock, par value	$ 0.01	$ 0.01
Series A, Convertible Preferred Stock, shares authorized	5,000,000	5,000,000
Series A, Convertible Preferred Stock, shares issued	750,000	250,000
Series A, Convertible Preferred Stock, shares outstanding	750,000	250,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	24,657,360	15,213,512
Common stock, shares outstanding	24,657,360	15,213,512

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenue	$ 4,245	$ 21,210	$ 4,245	$ 83,376
Cost of sales	1,165	11,278	15,594	55,199
Gross profit (loss)	3,080	9,932	(11,349)	28,177
Operating expenses
Depreciation and amortization expense	12,792	12,958	39,046	38,221
Research and development		6,376	1,625	15,047
Impairment loss	1,440,961		1,440,961
Professional fees	8,107	11,355	374,707	87,277
General and administrative expenses	157,592	283,721	910,400	918,929
Total operating expenses	1,619,452	314,410	2,766,739	1,059,474
Loss from operations	(1,616,372)	(304,478)	(2,778,088)	(1,031,297)
Other income (expense)
Other income	7,177	52,324	7,192	52,347
Loss on investment in joint venture			(250,000)
Interest expense	(6,141)	(3,674)	(125,373)	(7,862)
Derivative expense		(66,980)		(66,980)
Amortization of debt offering costs		(9,131)		(20,000)
Amortization of debt discount	(45,186)	(234,883)	(294,888)	(331,034)
Loss on debt settlement		(131,944)		(131,944)
Loss on sale of equipment		(36,626)		(36,626)
Change in fair value of embedded derivative liability		(44,661)		(44,661)
Total other income (expense)	(44,150)	(475,575)	(663,069)	(586,760)
Net loss	$ (1,660,522)	$ (780,053)	$ (3,441,157)	$ (1,618,057)
Net loss per common share:
Net loss per share, basic and diluted	$ (0.09)	$ (0.06)	$ (0.19)	$ (0.14)
Weighted average number of common shares outstanding:
Basic and diluted	19,929,506	12,338,016	18,644,318	11,980,169

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Condensed Statements of Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Series A Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid- in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2016	$ 2,500	$ 15,213	$ 3,829,528	$ (3,996,772)	$ (149,531)
Balance, shares at Dec. 31, 2016	250,000	15,213,512
Issuance of common stock for cash		$ 2,060	821,940		824,000
Issuance of common stock for cash, shares		2,060,000
Issuance of common stock for services		$ 1,550	565,380		566,930
Issuance of common stock for services, shares		1,549,840
Convertible debt converted into common stock		$ 333	99,667		100,000
Convertible debt converted into common stock, shares		333,333
Beneficial conversion feature			95,333		95,333
Conversion of preferred stock into common shares	$ (2,500)	$ 417	35,321		33,238
Conversion of preferred stock into common shares, shares	(250,000)	416,667
Issuance of common stock ForAlamo CBD asset acquisition		$ 7,584	1,433,377		1,440,961
Issuance of common stock ForAlamo CBD asset acquisition, shares		7,584,008
Issuance of common stock Voluntary return of stock by related party		$ (2,500)	2,500
Issuance of common stock Voluntary return of stock by related party, shares		(2,500,000)
Net loss				(3,441,157)	(3,441,157)
Balance at Sep. 30, 2017	$ 7,500	$ 24,657	$ 7,175,547	$ (7,437,929)	$ (230,225)
Balance, shares at Sep. 30, 2017	750,000	24,657,360

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (3,441,157)	$ (1,618,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	39,046	38,221
Impairment loss	1,440,961
Loss on the sale of other assets		36,626
Loss on debt modifications		131,944
Amortization of original issue discount		22,500
Amortization of debt discount	294,888	308,534
Amortization of debt offering costs		20,000
Derivative expense		66,980
Stock issued for services - related party	159,930	183,693
Stock issued for services	407,000	194,215
Change in fair value of derivative liability		44,661
Change in operating liability:
Decrease in deferred rent	(1,705)	(696)
Decrease in accounts receivable	34,853	59,200
(Increase) decrease in other receivable	7,323	(7,323)
Decrease in inventory		4,292
Decrease in prepaid expense		1,697
Increase in accounts payable and accrued expenses	41,571	24,669
Increase (decrease) in accrued payroll	(3,420)	4,327
Increase (decrease) in costs and estimated earnings in excess of billings	(20,155)	15,049
Decrease in accrued compensation		(3,470)
Net cash used in operating activities	(1,040,865)	(472,939)
Cash flows from investing activities:
Proceeds from sale of equipment		10,000
Purchase of equipment and software	(550)	(6,988)
Net cash provided by (used in) investing activities	(550)	3,012
Cash flows from financing activities:
Repayments of note payable	(230,526)	(4,539)
Proceeds from convertible note payable, less offerings costs and OID costs paid		230,000
Repayment of convertible note	(175,000)	(201,093)
Proceeds from demand note payable, less OID costs paid	250,000	204,000
Issuance of preferred stock for cash	300,001	125,000
Issuance of common stock for cash	824,000	50,000
Net cash provided by financing activities	968,475	403,368
Decrease cash and cash equivalents	(72,940)	(66,559)
Cash and cash equivalents at beginning of period	78,219	100,906
Cash and cash equivalents at end of period	5,279	34,347
Cash paid during the period for:
Interest	1,917	2,405
Income taxes
Supplemental disclosure of non-cash investing and financing activities:
Beneficial conversion feature	95,333	154,416
Shares issued for debt issuance costs		143,500
Shares issued on conversion of convertible debt		103,351
Reclass of promissory note to convertible note		203,351
Settlement of convertible note into common shares	100,000
Conversion of preferred shares into common shares	2,500
Shares issued due to merger with Alamo CBD	$ 1,440,961

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Indoor Harvest Corp. (the “Company,”) is a Texas corporation formed on November 23, 2011. From its inception, the Company, through its brand name Indoor Harvest ®, specialized in equipment design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”).

In the first half of 2017, the Company transitioned from an engineering, procurement, and construction management company for the vertical farming industry, into a developer of personalized cannabis medicines, and a provider of advanced cultivation technology, methods, and processes for cannabis production. Through its historical and current business and its brand name, Indoor Harvest ®, the Company continues to be a full-service state of the art design-build engineering firm for the indoor farming industry.

These unaudited interim condensed financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the “SEC”) on April 17, 2017.

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivable and Work in Progress

Work in progress consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at September 30, 2017, and December 31, 2016. The Company records revenue based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset on the balance sheet as costs and estimated earnings in excess of billings. Unearned billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process (See Note 7).

Inventories

Inventory consists primarily of raw materials and packaging materials and is valued at the lower of cost or market. Cost is determined using the weighted average method and the average cost is recomputed after each inventory purchase or sale. Inventory is periodically reviewed to identify obsolete or damaged inventory and impaired values. Inventory is comprised of raw materials such as steel for our framing systems and packaging materials such as boxes and pallets valued at $2,360 at both September 30, 2017, and December 31, 2016.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will generate revenue from the design and installation of the equipment and licensing of technology.

Revenue from construction contracts are reported under the percentage of completion method for financial statement purposes. The estimated revenue for each contract reflected in the financial statements represent that percentage of estimated total revenue that costs incurred to date bear to estimated total costs, based on the Company’s current estimates. With respect to contracts that extend over one or more accounting periods, revisions in costs and revenue estimates during the work are reflected in the period the revisions become known. When current estimates of total contract costs indicate a loss, provision is made for the entire estimated loss.

The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Billing practices for these projects are governed by the contract terms of each project based upon actual costs incurred, achievement of milestones, or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized under the percentage of completion method of accounting. Except for claims and change orders that are in the process of being negotiated with customers, unbilled work is usually billed during normal billing processes following achievement of the contractual requirements.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC 718-10, Stock Compensation. ASC 718-10 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions).

Basic Loss per Share

Basic loss per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since the Company has incurred losses for all periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.

The Company has the following common stock equivalents for the nine months ended September 30, 2017 and 2016, respectively:

	September 30, 2017		September 30, 2016
Convertible debt (exercise price - $0.07/share)		-		1,307,190
Convertible debt (exercise price - $0.30/share)		916,667		-
Series A convertible preferred shares (exercise price - $0.08/share)		-		3,267,974
		916,667		4,575,164

Fair Value of Financial Instruments

The Company adopted ASC 820 Fair Value Measurements for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value and provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Carrying amounts reported on the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. Debt classified as Level 2 in the fair value hierarchy represent note payable, net of debt discount, of $0 and $209,786 at September 30, 2017 and December 31, 2016, respectively, and convertible notes payable of $247,986 and $122,383 at September 30, 2017 and December 31, 2016, respectively.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740 Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all the deferred tax asset will not be realized. 

ASC 740 implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation.

Tax years 2016, 2015, 2014, 2013, 2012 and 2011, remain subject to examination by the Internal Revenue Service (“IRS”) and respective states.

Property and Equipment

Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table:

Asset Description	Estimated Useful Life (Years)
Furniture and equipment	3 - 5
Tooling equipment	10
Leasehold improvements	*

* The shorter of 5 years or the life of the lease.

Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.

Goodwill and Other Intangible Assets (Restated)

Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5 year period.

In accordance with ASC 350 Goodwill and Other Intangible Assets, goodwill and indefinite-lived intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognized $1,440,961 and $0 for impairment charges taken during the nine months ended September 30, 2017 and 2016, respectively.

Intangible assets consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Domain name	$	2,000		$	2,000
Facilities Manager’s Package Online (software)		1,022			1,022
MLC CD Systems (software)		7,560			7,560
Total		10,582			10,582
Less: Accumulated amortization		(4,261	)		(2,978	)
Intangible assets, net	$	6,321		$	7,604

Patent and Patent Application Expenses

Although the Company believes that its patent and underlying technology will have continuing value, the amount of future benefits to be derived from the patent is uncertain. Therefore, patent costs are expensed as incurred.

Research and Development

Research and development expenditures are charged to expense as incurred. Research and development expense for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Research and development expense	$	-	$	6,376	$	1,625	$	15,047

Advertising Expense

Advertising and promotional costs are expensed as incurred. Advertising expense for the three and nine months ended September 30, 2017 and 2016, are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September  30, 2016		September 30, 2017		September 30, 2016
Advertising expense	$	3,298	$	5,418	$	16,185	$	67,079

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements may impact future reporting of financial position and results of operations. Management is currently assessing implementation.

The FASB issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805) clarifying the definition of a business. The amendment affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. For public companies, the amendment is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

The FASB issued ASU No. 2016-02, Leases (Topic 842) providing new lease accounting guidance. The standard requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. The standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements. Under current accounting standards, substantially all the Company’s leases are considered operating leases and, as such, are not recognized on the Consolidated Balance Sheet. This standard is effective for the Company beginning on January 1, 2019, with early adoption permitted.

The FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) providing improved accounting for employee share-based payments. The standard affects all organizations that issue share-based payment awards to their employees. For public companies, the amendment is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

The FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606). This standard requires an entity to recognize the amount of revenue to which it expects to be entitled to for the transfer of promised goods or services to customers. The new standard was originally effective on January 1, 2017; however, in July 2015 the FASB decided to defer the effective date by one year. Early application is not permitted, but reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method.

Derivative Liability

The Company accounts for derivative instruments in accordance with ASC 815 Derivatives and Hedging, 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 September 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a beneficial conversion feature (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.

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Restatement of Financial Statements

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Restatement of Financial Statements

NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

Subsequent to the filing on November 14, 2017, of the Form 10Q, the Company noticed errors in accounting for the issuance of 7,584,008 shares of common stock for Alamo CBD and the cancellation of 2,500,000 shares of common stock by an officer of the Company. As at September 30, 2017, the Company had recorded $890,961 for Goodwill from the acquisition of Alamo CBD (“Alamo”), from the issuance of shares valued at $1,440,961 and reduced by $550,00 for the cancelation of shares by the Company’s officer. Management determined that the acquisition of Alamo CBD was not a business combination and was an acquisition of assets, and should be impaired upon acquisition. Additionally, Management determined that the cancellation of shares by the Company’s officer should be valued at $0 and not applied to the acquisition of assets from Alamo.

The effects of the adjustments on the Company’s previously issued financial statements as at September 30, 2017 and for the three and nine months ended September 30, 2017 are summarized as follows:

	Originally			Restatement
Balance Sheets	Reported			Adjustment			As Restated
Goodwill	$	890,961		$	(890,961	)	$	-
Total assets	$	1,038,726		$	(890,961	)	$	147,765
Accumulated deficit	$	(5,996,968	)	$	(1,440,961	)	$	(7,437,929	)
Total stockholders’ equity (deficit)	$	660,736		$	(890,961	)	$	(230,225	)
Total liabilities and stockholders’ equity (deficit)	$	1,038,726		$	(890,961	)	$	147,765

		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the nine months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	1,325,778		$	1,440,961		$	2,766,739
Loss from operations	$	(1,337,127	)	$	(1,440,961	)	$	(2,778,088	)
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Net loss per share, basic and diluted	$	(0.11	)	$	(0.08	)	$	(0.19	)
Weighted average number of common shares outstanding: Basic and diluted		18,644,318			-			18,644,318
		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the three months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	178,491		$	1,440,961		$	1,619,452
Loss from operations	$	(175,411	)	$	(1,440,961	)	$	(1,616,372	)
Net loss	$	(219,561	)	$	(1,440,961	)	$	(1,660,522	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.08	)	$	(0.09	)
Weighted average number of common shares outstanding: Basic and diluted		19,929,506			-			19,929,506
		Originally			Restatement
Consolidated Statements of Cash Flows		Reported			Adjustment			As Restated
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Impairment loss	$	-		$	1,440,961		$	1,440,961

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Going Concern (Restated)

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern (Restated)

NOTE 3 - GOING CONCERN (RESTATED)

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $3,441,157, net cash used in operations of $1,040,865 and has an accumulated deficit of $7,437,929 for the nine months ended September 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on Management’s plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing to ensure the continuing existence of the business.

The Company’s business plan is to engage in the design and development of commercial grade aeroponics fixtures and supporting systems for use in CEA and BIA cannabis production and to develop personalized cannabis medicines, as a provider of advanced cultivation technology, methods and processes. The Company provides the cannabis industry production platforms for CEA and BIA production. During the next twelve months, the Company’s strategy is to:

● complete ongoing product development;

● advance product assembly;

● construct a demonstration cannabis CEA and BIA farm for marketing purposes;

● offer design-build services to partners; and

● establish its long-term strategy to directly sell, license and franchise its patent-pending cannabis cultivation technologies and methods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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Property and Equipment

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Furniture and equipment	$	124,379		$	123,827
Tooling equipment		27,015			27,015
Leasehold improvements		57,780			57,780
Computer equipment		6,169			6,169
Research and development lab		63,177			63,177
Total		278,520			277,968
Less: Accumulated depreciation		(157,315	)		(119,550	)
Property and equipment, net	$	121,205		$	158,418

 Depreciation expense for the nine months ended September 30, 2017, totaled $37,765.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Alamo CBD (Restated)

On January 3, 2017, the Company signed a binding letter of intent with Alamo CBD to enter discussions to combine and create a medical cannabinoids pharmaceutical group. On August 3, 2017, the Company formed Alamo Acquisition, LLC, a Texas limited liability company, in which the Company owns 100% of Alamo Acquisition, LLC member interests.

On August 4, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization, by and among the Company, Alamo Acquisition LLC, and Alamo CBD (the “Agreement”). On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer of the Company, returned 2,500,000 shares of common stock to the Company in anticipation of the merger of the Company and Alamo CBD (the “Merger”) to be consummated pursuant to the Agreement. The return of common stock by Chad Sykes was a non-cash transaction valued at $0. On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to the members of Alamo CBD related to the asset acquisition. Pursuant to ASC 805 “Business Combinations,” the Company determined this agreement to be an asset purchase and recorded fair value of $1,440,961 ($0.19 per share) based upon the most recent trading price per share. For the period ended September 30, 2018, the Company recorded an impairment loss of $1,440,961.

Vyripharm Joint Venture

On March 23, 2017, the Company entered into a Contractual Joint Venture Agreement with Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture”). The intent of the Joint Venture was for the Parties to work together to enhance the ability of Alamo CBD to apply for and obtain licensure, or a permit, to grow and/or dispense marijuana products for medical and/or consumer use through the Texas Compassionate Use Program. As of March 31, 2017, the Company paid Vyripharm $250,000 that was recorded as an Investment in Joint Venture on the balance sheet. Subsequently, the Joint Venture failed to receive licensure in Texas. However, the Joint Venture placed 16 out of 43 applicants and its application is currently considered pending by the Department of Public Safety (“DPS”).

On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Contractual Joint Venture. Company management determined that without a license to produce cannabis, the Company would not be able to fully utilize the intent of the Joint Venture partnership and the Company would be financially burdened by the ongoing Joint Venture terms. Both parties agreed that this decision would not impair either party’s ability to pursue a Joint Venture in the future after the Company, or Alamo CBD, obtained license to produce cannabis. As such, Indoor Harvest recorded a loss on investment of the Joint Venture for the nine months ending September 30, 2017 of $250,000 as presented in the Condensed Statements of Operations.

Deferred Rent

Deferred rent payable at September 30, 2017 was $6,808. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

Rent expense for the three and nine months ended September 30, 2017 and 2016, were:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Rent expense	$	12,788	$	12,788	$	39,763	$	38,616

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Concentrations

9 Months Ended

Sep. 30, 2017

Risks and Uncertainties [Abstract]

Concentrations

NOTE 6 - CONCENTRATIONS

At September 30, 2017 and December 31, 2016, the Company had concentrations of accounts receivable of:

Customer	September 30, 2017			December 31, 2016
Tweed, Inc.		-	%		100	%

For the three months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Three Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-	%
Tweed		34	%		-	%
University of Arizona CEAC		-	%		24	%
ER Michigan		-	%		76	%

For the nine months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Nine Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-%
Tweed		34	%		-%
University of Arizona CEAC		-%			22	%
GSS Colorado		-%			6	%
ER Michigan		-%			34	%
PH Research Platform		-%			5	%
UB Poland		-%			33	%

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Work in Process

9 Months Ended

Sep. 30, 2017

Contractors [Abstract]

Work in Process

NOTE 7 - WORK IN PROCESS

Work in progress as of September 30, 2017 and December 31, 2016, consisted of the following:

Description	September 30, 2017		December 31, 2016
Costs incurred on uncompleted contracts	$	-	$	80,620
Estimated earnings		-		-
Less: Billings to date		-		(100,775	)
Total	$	-	$	(20,155	)
Reflected in balance sheet as:
Costs and estimated earnings in excess of billings on contracts in process	$	-	$	-
Billings in excess of costs and estimated earnings on contracts in process		-		20,155
Total	$	-	$	20,155

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Note Payable

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Note Payable

NOTE 8 - NOTE PAYABLE

Note payable as of September 30, 2017 and December 31, 2016, consisted of the following:

	September 30, 2017		December 31, 2016
On June 5, 2015, the Company entered into a five-year loan agreement totaling $36,100. The loan carries interest at a rate of 10.25%.	$	22,105	$	27,132
Less: current portion		7,330		6,790
Long-term note payable, net	$	14,775	$	20,342

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Debt and Convertible Loan Payable

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt and Convertible Loan Payable

NOTE 9 - DEBT AND CONVERTIBLE LOAN PAYABLE

Convertible Note Payable

On March 20, 2017, the Company entered into a settlement agreement relating to a promissory note with Chuck Rifici Holdings, Inc originally dated September 26, 2016 (“Rifici Note”). The Company settled the amount owed by paying $269,498 in cash. The Company was released from any further liability under this Rifici Note upon payment of this amount.

On March 20, 2017, the Company entered into a settlement agreement relating to two (2) promissory notes with FirstFire Global Opportunities Fund, LLC dated October 19, 2016 and December 12, 2016. Pursuant to the settlement, the Company paid the holder an aggregate of $252,917 in cash and issued 333,333 shares of common stock with a fair value of $100,000 based upon the conversion price of $0.30 per share. The Company was released from any further liability under this FirstFire Global Opportunities Fund, LLC note upon payment of this amount.

On March 24, 2017, the Company entered into a securities purchase agreement with Tangiers Global, LLC (“Tangiers”) relating to the issuance and sale of notes (“Tangiers Note”) in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. The Tangiers Note is convertible into shares of common stock at a price equal to $0.30 per share. The Tangiers Note carries interest on the unpaid principal amount at the rate of 8% per annum and is due and payable eight months from the effective date of each payment. For the nine months ended September 30, 2017, the Company received an initial $250,000 payment under the Tangiers Note, which when added to the 10% original issuance discount fee of $25,000, represents a $275,000 face amount outstanding (the “First Draw”).

On October 10, 2017, the Company executed Amendment #1 (“Amendment #1”) to the Tangiers Note for a final draw of $250,000 payment plus a 10% original issue discount (the “Final Draw”). Amendment #1 modified the maturity date of the Tangiers Note from eight months to six months from the effective date of each payment. In addition, Amendment #1 included use of proceeds for the $250,000 received from Tangiers. All other terms and conditions of the Tangiers Note remain effective and were not amended

The execution of Amendment #1 caused the Company to default on the First Draw due to the acceleration of the maturity date. The default caused an increase in the interest rate on the First Draw from 8% to 18% and allows Tangiers to demand payment in cash equal to 150% of the outstanding principal and interest, which is automatically added to the outstanding principle, and convert all or a portion of the outstanding principal into shares of common stock of the Company. The default conversion rate of the Tangiers Note is the lower of the conversion rate then in effect or 65% of the lowest trading price for the 15 days prior to Tangiers’ notice of conversion.

On October 17, 2017, the Company converted debt and accrued interest, totaling $30,000 into 329,670 shares of common stock. (See also Note 12).

For the three and nine months ended September 30, 2017, the Company accrued $5,545 and $11,874, respectively, in accrued interest related to outstanding the note.

Debt Discount and Original Issuance Costs for Convertible Note

During the nine months ended September 30, 2017 and 2016, the Company recorded debt discounts and original issuance costs totaling $120,333 and $380,267, respectively.

The debt discounts recorded in 2017 and 2016, pertain to beneficial conversion feature on the convertible notes. The notes are required to be bifurcated and reported at fair value on the date of grant. (see Note 1 Fair Value Measurements). 

The Company amortized $294,888 and $331,034 to interest expense during the nine months ended September 30, 2017 and 2016, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	152,617		$	-
Additional debt discount and debt issue cost		120,333			417,834
Amortization of debt discount and debt issue cost		(245,937	)		(265,217	)
Debt discount, end of period	$	27,013		$	152,617

Debt Issuance Costs for Convertible Note

During the nine months ended September 30, 2017 and 2016, the Company did not pay debt issuance costs.

During the nine months ended September 30, 2017 and 2016, the Company amortized $7,473 and $0 of debt issue costs, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	7,473		$	-
Additional debt discount		-			10,000
Amortization of debt discount		(7,473	)		(2,527	)
Debt discount, end of period	$	-		$	7,473

Debt Discount for Promissory Note

During the nine months ended September 30, 2017 and 2016, the Company recorded debt discount of $0 and $34,112, respectively.

The Company amortized $15,715 and $767 to interest expense during the nine months ended September 30, 2017 and 2016, respectively.

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	15,715		$	-
Additional debt discount					34,112
Amortization of debt discount		(15,715	)		(18,398	)
Debt discount, end of period	$	-		$	15,715

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Related Party Transactions (Restated)

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions (Restated)

NOTE 10 - RELATED PARTY TRANSACTIONS (RESTATED)

On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer, returned 2,500,000 shares of common stock to the Company related to the merger of the Company and Alamo CBD.

On September 6, 2017, the Company issued 2,957,763 shares of common stock to Dr. Lang Coleman, Director, related to the merger of the Company and Alamo CBD.

On September 6, 2017, the Company issued 758,401 shares of common stock Rick Gutshall, Interim-Chief Executive Office, Chief Financial Officer and Director, related to the merger of the Company and Alamo CBD.

On September 15, 2017, the Company issued 250,000 shares of common stock related to an Employment Agreement with Annette Knebel, Chief Accounting Officer and Director.

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Stockholders' Deficit (Restated)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stockholders' Deficit (Restated)

NOTE 11 - STOCKHOLDERS’ DEFICIT (RESTATED)

Series A Convertible Preferred Stock

During the third quarter of fiscal 2016, the Company initiated a subscription agreement to offer accredited investors up to 1,000,000 units (“Units”) of securities, each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant (“Warrant”). The price per Unit was $0.50 for a maximum aggregate proceeds of $500,000. There are no dividends on the Series A Convertible Preferred Stock. The Warrants were exercisable at $0.50 per share for a period of one year. As of September 30, 2017, the warrants were not exercised. Therefore, the Company has disclosed the expiration of the Warrants.

From August 15 to August 29, 2016, the Company sold an aggregate of 250,000 Units to three (3) investors for total proceeds of $125,000. During the nine months ended September 30, 2017 and 2016, the Company amortized $33,238 and $0 of debt discount related to the warrants, respectively. The remaining debt discount related to the warrants is $0.

On March 20, 2017, the Company’s Series A Preferred Convertible Stock shareholders (“Series A Holders”) each voted to waive and remove the provisions of Section 5(iii) of the Certificate of Designations of the Series A Preferred Stock. Series A Holders have each agreed individually and also as a group to convert their Series A Convertible Preferred Stock into common stock at a conversion price equal to $0.30 per share. A total of 250,000 shares of the Company’s Series A Preferred Convertible Stock were converted into an aggregate of 416,667 shares of common stock.

From April 26, 2017 through May 3, 2017, the Company sold an aggregate of 750,000 shares of Series A Preferred Common Stock to thirteen (13) U.S. accredited investors at $0.40 per share for proceeds of $300,000.

Common Stock

January 16, 2017, the Company issued 145,740 shares of common stock related to a Director Agreement with Pawel Hardej. The Company recorded fair value of $64,126 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

January 16, 2017, the Company issued 41,640 shares of common stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $18,322 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

January 16, 2017, the Company issued 62,460 shares of common stock related to a Director Agreement with John Choo. The Company recorded fair value of $27,482 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

January 17, 2017, the Company issued 800,000 shares of common stock to Lyons Capital, LLC for a six-month consulting and road show services agreement. The Company recorded fair value of $352,000 ($0.44/share) based upon the most recent trading price per share of the Company’s stock.

From February 22, 2017 through March 15, 2017, the Company sold, in reliance upon Regulation D Rule 506, a total of 2,060,000 shares of common stock to seventeen (17) U.S. accredited investors at $0.40 per share for cash totaling $824,000.

On March 20, 2017, the Company settled the amount owed to FirstFire Global Opportunities Fund LLC by paying $252,917 in cash and issuing 333,333 shares of common stock with a fair value of $100,000 based upon the conversion price of $0.30/share (See Note 9).

On March 20, 2017, a total of 250,000 shares of the Company’s Series A Preferred Convertible Stock were converted into 416,667 shares of Common Stock. The Company recorded fair value of $175,000 ($0.42/share) based upon the most recent trading price per share of the Company’s stock.

On June 1, 2017, the Company issued 250,000 shares of common stock for a 12-month investor relations consulting agreement. The Company recorded fair value of $55,000 ($0.22/share) based upon the most recent trading price per share of the Company’s stock.

On August 8, 2017, Chad Sykes, Founder and Chief Cultivation Officer, returned 2,500,000 shares of common stock to the Company in anticipation of the Merger (See Note 5).

On September 6, 2017, the Company issued an aggregate of 7,584,008 shares of common stock to Alamo CBD, in connection with the Merger. The Company recorded fair value of $1,440,961 ($0.19 per share) based upon the most current trading price of the Company’s stock.

On September 15, 2017, the Company issued 250,000 shares of common stock related to an Employment Agreement with Annette Knebel, Chief Accounting Officer and Director. The Company recorded fair value of $50,000 ($0.20 per share) based upon the most current trading price of the Company’s stock.

Common Stock Warrants

On September 26, 2016, the Company issued the Rifici Note to Chuck Rifici Holdings, Inc, relating to the issuance of $225,500 in aggregate principal including a $204,000 actual payment of purchase price plus a 10% original issue discount. In conjunction with the issuance of the Rifici Note, the Company issued a one-year warrant to purchase 250,000 shares of common stock at an exercise price of $0.30 per share (See Note 9). The warrant expired September 26, 2017 and was not exercised.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2016		500,000		0.40		-
Granted		-		-		-
Exercised		-		-		-
Canceled/Forfeited		250,000		0.50		-
Expired		250,000		0.30		-
Balance September 30, 2017		-	$		$	-

For the nine months ended September 30, 2017, no warrants were outstanding.

For the year ended December 31, 2016, the following warrants were outstanding:

Exercise Price Warrants Outstanding	Warrants Exercisable		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
$   0.30-0.50		500,000		0.69		32,500

Lattice Binomial model was used to value aggregate intrinsic value.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

NOTE 12 - SUBSEQUENT EVENTS

On October 10, 2017, the Company executed Amendment #1 to the March 24, 2017 Tangiers Note for $250,000 payment plus a 10% original issue discount. The maturity date is six months from the effective date. All other terms and conditions of the Tangiers Note remain effective.

On October 12, 2017, the Company entered into an Investment Agreement with Tangiers Global, LLC (“Tangiers Global”) pursuant to which the Company may issue and sell to Tangiers Global up to $2,000,000 of the Company’s common stock. Concurrently, on October 12, 2017, the Company entered into a Registration Rights Agreement with Tangiers Global. The Investment Agreement shall terminate upon the earlier of: (i) the issuance of $2,000,000 of shares, (ii) 36 months after the Effective Date (as defined in the Investment Agreement), (iii) at such time the Registration Statement (as defined in the Investment Agreement) is no longer effective, or (iv) by the Company at any time by providing 15 days written notice to Tangiers Global.

On October 12, 2017, the Company issued a promissory note to Tangiers Global, in the principal amount of $50,000 in order to induce Tangiers Global to enter into the Investment Agreement. The note bears interest at a rate of 10% per annum and matures on May 12, 2018. Tangiers Global may, at any time, convert the unpaid principal amount of the note into shares of the Company’s common stock at a conversion price of $0.1666 per share.

On October 17, 2017, the Company converted debt and accrued interest, totaling $30,000 into 329,670 shares of common stock.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Indoor Harvest Corp. (the “Company,”) is a Texas corporation formed on November 23, 2011. From its inception, the Company, through its brand name Indoor Harvest ®, specialized in equipment design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture (“CEA”) and Building Integrated Agriculture (“BIA”).

In the first half of 2017, the Company transitioned from an engineering, procurement, and construction management company for the vertical farming industry, into a developer of personalized cannabis medicines, and a provider of advanced cultivation technology, methods, and processes for cannabis production. Through its historical and current business and its brand name, Indoor Harvest ®, the Company continues to be a full-service state of the art design-build engineering firm for the indoor farming industry.

These unaudited interim condensed financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the “SEC”) on April 17, 2017.

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.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivable and Work in Progress

Accounts Receivable and Work in Progress

Work in progress consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at September 30, 2017, and December 31, 2016. The Company records revenue based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset on the balance sheet as costs and estimated earnings in excess of billings. Unearned billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process (See Note 7).

Inventories

Inventories

Inventory consists primarily of raw materials and packaging materials and is valued at the lower of cost or market. Cost is determined using the weighted average method and the average cost is recomputed after each inventory purchase or sale. Inventory is periodically reviewed to identify obsolete or damaged inventory and impaired values. Inventory is comprised of raw materials such as steel for our framing systems and packaging materials such as boxes and pallets valued at $2,360 at both September 30, 2017, and December 31, 2016.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will generate revenue from the design and installation of the equipment and licensing of technology.

Revenue from construction contracts are reported under the percentage of completion method for financial statement purposes. The estimated revenue for each contract reflected in the financial statements represent that percentage of estimated total revenue that costs incurred to date bear to estimated total costs, based on the Company’s current estimates. With respect to contracts that extend over one or more accounting periods, revisions in costs and revenue estimates during the work are reflected in the period the revisions become known. When current estimates of total contract costs indicate a loss, provision is made for the entire estimated loss.

The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Billing practices for these projects are governed by the contract terms of each project based upon actual costs incurred, achievement of milestones, or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized under the percentage of completion method of accounting. Except for claims and change orders that are in the process of being negotiated with customers, unbilled work is usually billed during normal billing processes following achievement of the contractual requirements.

Stock Based Compensation

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC 718-10, Stock Compensation. ASC 718-10 focuses on transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus in which an entity obtains employee services in stock-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions).

Basic Loss per Share

Basic Loss per Share

Basic loss per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since the Company has incurred losses for all periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.

The Company has the following common stock equivalents for the nine months ended September 30, 2017 and 2016, respectively:

	September 30, 2017		September 30, 2016
Convertible debt (exercise price - $0.07/share)		-		1,307,190
Convertible debt (exercise price - $0.30/share)		916,667		-
Series A convertible preferred shares (exercise price - $0.08/share)		-		3,267,974
		916,667		4,575,164

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company adopted ASC 820 Fair Value Measurements for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value and provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Carrying amounts reported on the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. Debt classified as Level 2 in the fair value hierarchy represent note payable, net of debt discount, of $0 and $209,786 at September 30, 2017 and December 31, 2016, respectively, and convertible notes payable of $247,986 and $122,383 at September 30, 2017 and December 31, 2016, respectively.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to ASC 740 Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all the deferred tax asset will not be realized. 

ASC 740 implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation.

Tax years 2016, 2015, 2014, 2013, 2012 and 2011, remain subject to examination by the Internal Revenue Service (“IRS”) and respective states.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table:

Asset Description	Estimated Useful Life (Years)
Furniture and equipment	3 - 5
Tooling equipment	10
Leasehold improvements	*

* The shorter of 5 years or the life of the lease.

Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.

Goodwill and Other Intangible Assets (Restated)

Goodwill and Other Intangible Assets (Restated)

Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Indefinite-lived intangible assets consist of the Company’s domain name. Finite-lived intangible assets include software and is amortized over a 3 to 5 year period.

In accordance with ASC 350 Goodwill and Other Intangible Assets, goodwill and indefinite-lived intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognized $1,440,961 and $0 for impairment charges taken during the nine months ended September 30, 2017 and 2016, respectively.

Intangible assets consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Domain name	$	2,000		$	2,000
Facilities Manager’s Package Online (software)		1,022			1,022
MLC CD Systems (software)		7,560			7,560
Total		10,582			10,582
Less: Accumulated amortization		(4,261	)		(2,978	)
Intangible assets, net	$	6,321		$	7,604

Patent and Patent Application Expenses

Patent and Patent Application Expenses

Although the Company believes that its patent and underlying technology will have continuing value, the amount of future benefits to be derived from the patent is uncertain. Therefore, patent costs are expensed as incurred.

Research and Development

Research and Development

Research and development expenditures are charged to expense as incurred. Research and development expense for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Research and development expense	$	-	$	6,376	$	1,625	$	15,047

Advertising Expense

Advertising Expense

Advertising and promotional costs are expensed as incurred. Advertising expense for the three and nine months ended September 30, 2017 and 2016, are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September  30, 2016		September 30, 2017		September 30, 2016
Advertising expense	$	3,298	$	5,418	$	16,185	$	67,079

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements may impact future reporting of financial position and results of operations. Management is currently assessing implementation.

The FASB issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805) clarifying the definition of a business. The amendment affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. For public companies, the amendment is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

The FASB issued ASU No. 2016-02, Leases (Topic 842) providing new lease accounting guidance. The standard requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. The standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements. Under current accounting standards, substantially all the Company’s leases are considered operating leases and, as such, are not recognized on the Consolidated Balance Sheet. This standard is effective for the Company beginning on January 1, 2019, with early adoption permitted.

The FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) providing improved accounting for employee share-based payments. The standard affects all organizations that issue share-based payment awards to their employees. For public companies, the amendment is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

The FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606). This standard requires an entity to recognize the amount of revenue to which it expects to be entitled to for the transfer of promised goods or services to customers. The new standard was originally effective on January 1, 2017; however, in July 2015 the FASB decided to defer the effective date by one year. Early application is not permitted, but reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method.

Derivative Liability

Derivative Liability

The Company accounts for derivative instruments in accordance with ASC 815 Derivatives and Hedging, 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 September 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges.

Beneficial Conversion Feature

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a beneficial conversion feature (“BCF”) and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of Common Stock Equivalents

The Company has the following common stock equivalents for the nine months ended September 30, 2017 and 2016, respectively:

	September 30, 2017		September 30, 2016
Convertible debt (exercise price - $0.07/share)		-		1,307,190
Convertible debt (exercise price - $0.30/share)		916,667		-
Series A convertible preferred shares (exercise price - $0.08/share)		-		3,267,974
		916,667		4,575,164

Schedule of Estimated Useful Life by Asset Description

The estimated useful life by asset description is noted in the following table:

Asset Description	Estimated Useful Life (Years)
Furniture and equipment	3 - 5
Tooling equipment	10
Leasehold improvements	*

* The shorter of 5 years or the life of the lease.

Schedule of Intangible Asset

Intangible assets consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Domain name	$	2,000		$	2,000
Facilities Manager’s Package Online (software)		1,022			1,022
MLC CD Systems (software)		7,560			7,560
Total		10,582			10,582
Less: Accumulated amortization		(4,261	)		(2,978	)
Intangible assets, net	$	6,321		$	7,604

Schedule of Research and Development Expense

Research and development expense for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Research and development expense	$	-	$	6,376	$	1,625	$	15,047

Schedule of Advertising Expense

Advertising expense for the three and nine months ended September 30, 2017 and 2016, are as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September  30, 2016		September 30, 2017		September 30, 2016
Advertising expense	$	3,298	$	5,418	$	16,185	$	67,079

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Restatement of Financial Statements (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Schedule of Restatement of Financial Statements

The effects of the adjustments on the Company’s previously issued financial statements as at September 30, 2017 and for the three and nine months ended September 30, 2017 are summarized as follows:

	Originally			Restatement
Balance Sheets	Reported			Adjustment			As Restated
Goodwill	$	890,961		$	(890,961	)	$	-
Total assets	$	1,038,726		$	(890,961	)	$	147,765
Accumulated deficit	$	(5,996,968	)	$	(1,440,961	)	$	(7,437,929	)
Total stockholders’ equity (deficit)	$	660,736		$	(890,961	)	$	(230,225	)
Total liabilities and stockholders’ equity (deficit)	$	1,038,726		$	(890,961	)	$	147,765

		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the nine months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	1,325,778		$	1,440,961		$	2,766,739
Loss from operations	$	(1,337,127	)	$	(1,440,961	)	$	(2,778,088	)
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Net loss per share, basic and diluted	$	(0.11	)	$	(0.08	)	$	(0.19	)
Weighted average number of common shares outstanding: Basic and diluted		18,644,318			-			18,644,318
		Originally			Restatement
Statements of Operations		Reported			Adjustment			As Restated
For the three months ended September 30, 2017
Impairment loss	$	-		$	1,440,961		$	1,440,961
Total operating expenses	$	178,491		$	1,440,961		$	1,619,452
Loss from operations	$	(175,411	)	$	(1,440,961	)	$	(1,616,372	)
Net loss	$	(219,561	)	$	(1,440,961	)	$	(1,660,522	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.08	)	$	(0.09	)
Weighted average number of common shares outstanding: Basic and diluted		19,929,506			-			19,929,506
		Originally			Restatement
Consolidated Statements of Cash Flows		Reported			Adjustment			As Restated
Net loss	$	(2,000,196	)	$	(1,440,961	)	$	(3,441,157	)
Impairment loss	$	-		$	1,440,961		$	1,440,961

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at September 30, 2017 and December 31, 2016:

Classification	September 30, 2017			December 31, 2016
Furniture and equipment	$	124,379		$	123,827
Tooling equipment		27,015			27,015
Leasehold improvements		57,780			57,780
Computer equipment		6,169			6,169
Research and development lab		63,177			63,177
Total		278,520			277,968
Less: Accumulated depreciation		(157,315	)		(119,550	)
Property and equipment, net	$	121,205		$	158,418

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Rent Expense

Rent expense for the three and nine months ended September 30, 2017 and 2016, were:

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Rent expense	$	12,788	$	12,788	$	39,763	$	38,616

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Concentrations (Tables)

9 Months Ended

Sep. 30, 2017

Risks and Uncertainties [Abstract]

Schedule of Concentration of Accounts Receivable and Sales

At September 30, 2017 and December 31, 2016, the Company had concentrations of accounts receivable of:

Customer	September 30, 2017			December 31, 2016
Tweed, Inc.		-	%		100	%

For the three months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Three Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-	%
Tweed		34	%		-	%
University of Arizona CEAC		-	%		24	%
ER Michigan		-	%		76	%

For the nine months ended September 30, 2017 and 2016, the Company had a concentration of sales of:

	Nine Months Ended
Customer	September 30, 2017			September 30, 2016
Bright Orchard		66	%		-%
Tweed		34	%		-%
University of Arizona CEAC		-%			22	%
GSS Colorado		-%			6	%
ER Michigan		-%			34	%
PH Research Platform		-%			5	%
UB Poland		-%			33	%

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Work in Process (Tables)

9 Months Ended

Sep. 30, 2017

Contractors [Abstract]

Schedule of Work in progress

Work in progress as of September 30, 2017 and December 31, 2016, consisted of the following:

Description	September 30, 2017		December 31, 2016
Costs incurred on uncompleted contracts	$	-	$	80,620
Estimated earnings		-		-
Less: Billings to date		-		(100,775	)
Total	$	-	$	(20,155	)
Reflected in balance sheet as:
Costs and estimated earnings in excess of billings on contracts in process	$	-	$	-
Billings in excess of costs and estimated earnings on contracts in process		-		20,155
Total	$	-	$	20,155

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Note Payable (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Note Payable

Note payable as of September 30, 2017 and December 31, 2016, consisted of the following:

	September 30, 2017		December 31, 2016
On June 5, 2015, the Company entered into a five-year loan agreement totaling $36,100. The loan carries interest at a rate of 10.25%.	$	22,105	$	27,132
Less: current portion		7,330		6,790
Long-term note payable, net	$	14,775	$	20,342

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Debt and Convertible Loan Payable (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Debt Discount and Original Issuance Costs

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	152,617		$	-
Additional debt discount and debt issue cost		120,333			417,834
Amortization of debt discount and debt issue cost		(245,937	)		(265,217	)
Debt discount, end of period	$	27,013		$	152,617

Schedule of Debt Issuance Costs

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	7,473		$	-
Additional debt discount		-			10,000
Amortization of debt discount		(7,473	)		(2,527	)
Debt discount, end of period	$	-		$	7,473

Schedule of Debt Discount for Promissory Note

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Debt discount, beginning of period	$	15,715		$	-
Additional debt discount					34,112
Amortization of debt discount		(15,715	)		(18,398	)
Debt discount, end of period	$	-		$	15,715

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Stockholders' Deficit (Restated) (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Schedule of Warrant Activity During the Year

The warrant expired September 26, 2017 and was not exercised.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2016		500,000		0.40		-
Granted		-		-		-
Exercised		-		-		-
Canceled/Forfeited		250,000		0.50		-
Expired		250,000		0.30		-
Balance September 30, 2017		-	$		$	-

Schedule of Outstanding Warrants

For the year ended December 31, 2016, the following warrants were outstanding:

Exercise Price Warrants Outstanding	Warrants Exercisable		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
$   0.30-0.50		500,000		0.69		32,500

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Inventory of raw materials for framing systems and packaging materials	$ 2,360		$ 2,360
Note payable, net of discount			209,786
Convertible note payable, net of debt discount	247,986		$ 122,383
Impairment charges	$ 1,440,961	$ 0
Software [Member] | Minimum [Member]
Amortization period	3 years
Software [Member] | Maximum [Member]
Amortization period	5 years

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Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Common stock equivalents	916,667	4,575,164
Convertible Debt [Member]
Common stock equivalents		1,307,190
Convertible Debt One [Member]
Common stock equivalents	916,667
Series A Convertible Preferred Shares [Member]
Common stock equivalents		3,267,974

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Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Convertible Debt [Member]
Common stock equivalents, exercise price (in dollars per share)	$ 0.07	$ 0.07
Convertible Debt One [Member]
Common stock equivalents, exercise price (in dollars per share)	0.30	0.30
Series A Convertible Preferred Shares [Member]
Common stock equivalents, exercise price (in dollars per share)	$ 0.08	$ 0.08

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Summary of Significant Accounting Policies - Schedule of Estimated Useful Life by Asset Description (Details)	9 Months Ended
	Sep. 30, 2017
Furniture And Equipment [Member] | Minimum [Member]
Estimate Useful Life (Years)	3 years
Furniture And Equipment [Member] | Maximum [Member]
Estimate Useful Life (Years)	5 years
Tooling Equipment [Member]
Estimate Useful Life (Years)	10 years
Leasehold Improvements [Member]
Estimate Useful Life (Years)	0 years	[1]

[1] The shorter of 5 years or the life of the lease.

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Summary of Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Total	$ 10,582	$ 10,582
Less: Accumulated amortization	(4,261)	(2,978)
Intangible assets, net	6,321	7,604
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Total	2,000	2,000
Facilities Manager's Package Online (Software) [Member]
Finite-Lived Intangible Assets [Line Items]
Total	1,022	1,022
MLC CD Systems (Software) [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 7,560	$ 7,560

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Summary of Significant Accounting Policies - Schedule of Research and Development Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Research and development expense		$ 6,376	$ 1,625	$ 15,047

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Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Advertising expense	$ 3,298	$ 5,418	$ 16,185	$ 67,079

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Restatement of Financial Statements (Details Narrative)	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Goodwill
Number of shares issued for acquisition, value	1,440,961
Alamo CBD [Member]
Goodwill	890,961
Number of shares issued for acquisition, value	1,440,961
Reduced value for cancellation of shares	55,000
Alamo CBD [Member] | Officer [Member]
Number of shares cancelled, value	$ 0
Alamo CBD [Member] | November 14, 2017 [Member]
Issuance of common stock related to merger | shares	7,584,008
Alamo CBD [Member] | November 14, 2017 [Member] | Officer [Member]
Number of shares cancelled | shares	2,500,000

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Restatement of Financial Statements - Schedule of Restatement of Financial Statements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Goodwill
Total assets	147,765		147,765		$ 301,377
Accumulated deficit	(7,437,929)		(7,437,929)		(3,996,772)
Total stockholders' equity (deficit)	(230,225)		(230,225)		(149,531)
Total liabilities and stockholders' equity (deficit)	147,765		147,765		$ 301,377
Impairment loss	1,440,961		1,440,961
Total operating expenses	1,619,452	314,410	2,766,739	1,059,474
Loss from operations	(1,616,372)	(304,478)	(2,778,088)	(1,031,297)
Net loss	$ (1,660,522)	$ (780,053)	$ (3,441,157)	$ (1,618,057)
Net loss per share, basic and diluted	$ (0.09)	$ (0.06)	$ (0.19)	$ (0.14)
Weighted average number of common shares outstanding: Basic and diluted	19,929,506	12,338,016	18,644,318	11,980,169
Originally Reported [Member]
Goodwill	$ 890,961		$ 890,961
Total assets	1,038,726		1,038,726
Accumulated deficit	(5,996,968)		(5,996,968)
Total stockholders' equity (deficit)	660,736		660,736
Total liabilities and stockholders' equity (deficit)	1,038,726		1,038,726
Impairment loss
Total operating expenses	178,491		1,325,778
Loss from operations	(175,411)		(1,337,127)
Net loss	$ (219,561)		$ (2,000,196)
Net loss per share, basic and diluted	$ (0.01)		$ (0.11)
Weighted average number of common shares outstanding: Basic and diluted	19,929,506		18,644,318
Restatement Adjustment [Member]
Goodwill	$ (890,961)		$ (890,961)
Total assets	(890,961)		(890,961)
Accumulated deficit	(1,440,961)		(1,440,961)
Total stockholders' equity (deficit)	(890,961)		(890,961)
Total liabilities and stockholders' equity (deficit)	(890,961)		(890,961)
Impairment loss	1,440,961		1,440,961
Total operating expenses	1,440,961		1,440,961
Loss from operations	(1,440,961)		(1,440,961)
Net loss	$ (1,440,961)		$ (1,440,961)
Net loss per share, basic and diluted	$ (0.07)		$ (0.08)
Weighted average number of common shares outstanding: Basic and diluted

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 1,660,522	$ 780,053	$ 3,441,157	$ 1,618,057
Net cash used in operations			1,040,865	$ 472,939
Accumulated deficit	$ 7,437,929		$ 7,437,929		$ 3,996,772

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Property and Equipment (Details Narrative)	9 Months Ended
	Sep. 30, 2017 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 37,765

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Total	$ 278,520	$ 277,968
Less: Accumulated depreciation	(157,315)	(119,550)
Property and equipment, net	121,205	158,418
Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	124,379	123,827
Tooling Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	27,015	27,015
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	57,780	57,780
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	6,169	6,169
Research And Development Lab [Member]
Property, Plant and Equipment [Line Items]
Total	$ 63,177	$ 63,177

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Commitments and Contingencies (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Sep. 06, 2017	Aug. 08, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Aug. 03, 2017	Mar. 31, 2017	Dec. 31, 2016
Issuance of common stock related to the merger					$ 1,440,961
Impairment loss			$ 1,440,961		1,440,961
Deferred rent payable			$ 6,808		6,808				$ 8,513
Alamo CBD [Member]
Issuance of common stock related to the merger	7,584,008
Issuance of common stock related to the merger	$ 1,440,961
Shares issued price per share (in dollars per share)	$ 0.19
Agreement And Plan of Merger And Reorganization [Member] | Chief Cultivation Officer [Member]
Common stock returned by Chief Cultivation Officer in anticipation of merger (in shares)		2,500,000
Common stock returned to the Company in anticipation of the merger		$ 0
Contractual Joint Venture Agreement [Member] | Vyripharm Enterprises, LLC [Member]
Investment in Joint Venture								$ 250,000
Loss on investment in joint venture					$ 250,000
Alamo Acquisition, LLC [Member]
Ownership percentage							100.00%

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Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 12,788	$ 12,788	$ 39,763	$ 38,616

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Concentrations - Schedule of Concentration of Accounts Receivable and Sales (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Accounts Receivable [Member] | Tweed [Member]
Concentration Risk [Line Items]
Percentage of concentration			0.00%		100.00%
Sales Revenue, Net [Member] | Tweed [Member]
Concentration Risk [Line Items]
Percentage of concentration	34.00%	0.00%	34.00%	0.00%
Sales Revenue, Net [Member] | Bright Orchard [Member]
Concentration Risk [Line Items]
Percentage of concentration	66.00%	0.00%	66.00%	0.00%
Sales Revenue, Net [Member] | University Of Arizona CEAC [Member]
Concentration Risk [Line Items]
Percentage of concentration	0.00%	24.00%	0.00%	22.00%
Sales Revenue, Net [Member] | Er Michigan [Member]
Concentration Risk [Line Items]
Percentage of concentration	0.00%	76.00%	0.00%	34.00%
Sales Revenue, Net [Member] | Gss Colorado [Member]
Concentration Risk [Line Items]
Percentage of concentration			0.00%	6.00%
Sales Revenue, Net [Member] | Ph Research Platform [Member]
Concentration Risk [Line Items]
Percentage of concentration			0.00%	5.00%
Sales Revenue, Net [Member] | Ub Poland [Member]
Concentration Risk [Line Items]
Percentage of concentration			0.00%	33.00%

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Work In Process - Schedule of Work in Progress (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Contractors [Abstract]
Costs incurred on uncompleted contracts		$ 80,620
Estimated earnings
Less: Billings to date		(100,775)
Total		(20,155)
Costs and estimated earnings in excess of billings on contracts in process
Billings in excess of costs and estimated earnings on contracts in process		20,155
Total		$ (20,155)

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Note Payable - Schedule of Note Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Balance as of period ended	$ 22,105	$ 27,132
Less: current portion	7,330	6,790
Long-term note payable, net	$ 14,775	$ 20,342

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Note Payable - Schedule of Note Payable (Details) (Parenthetical)	Jun. 05, 2015 USD ($)
Debt Disclosure [Abstract]
Loan payable term	5 years
Principal loan amount	$ 36,100
Loan payable, interest rate	10.25%

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Debt and Convertible Loan Payable (Detail Narrative)					1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Oct. 17, 2017 USD ($) shares	Oct. 10, 2017 USD ($) Days	Mar. 24, 2017 USD ($) $ / shares	Mar. 20, 2017 USD ($) $ / shares shares	Mar. 20, 2017 USD ($) $ / shares	Sep. 30, 2017 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 26, 2018 USD ($)	Dec. 31, 2016 USD ($)	Jun. 05, 2015 USD ($)
Debt And Convertible Loan Payable [Line Items]
Repayments of note payable							$ 230,526	$ 4,539
Debt face amount											$ 36,100
Debt instrument, interest rate											10.25%
Accrued interest						$ 5,545	11,874
Additional debt discount										$ 10,000
Amortization of debt issue costs							(7,473)			$ (2,527)
Tangiers Note [Member]
Debt And Convertible Loan Payable [Line Items]
Repayments of note payable		$ 250,000					$ 250,000
Conversion of debt, shares issued | shares	329,670
Conversion of debt, price per share | $ / shares			$ 0.30
Proceeds from notes payable		$ 250,000
Original issue discount percentage		10.00%					10.00%
Original issuance discount fee						25,000	$ 25,000
Debt face amount						$ 275,000	275,000
Percentage multiplied by principal and accrued interest		150.00%
Conversion rate		65.00%
Number of trading days for conversion | Days		15
Original debt converted	$ 30,000
Tangiers Note [Member] | Minimum [Member]
Debt And Convertible Loan Payable [Line Items]
Debt instrument, interest rate		8.00%
Tangiers Note [Member] | Maximum [Member]
Debt And Convertible Loan Payable [Line Items]
Debt instrument, interest rate		18.00%
Debt Discount And Original Issuance Costs for Convertible Note [Member]
Debt And Convertible Loan Payable [Line Items]
Additional debt discount							120,333	380,267
Interest expense							294,888	331,034
Debt Issuance Costs for Convertible Note [Member]
Debt And Convertible Loan Payable [Line Items]
Amortization of debt issue costs							7,473	0
Debt Discount for Promissory Note [Member]
Debt And Convertible Loan Payable [Line Items]
Additional debt discount							0	34,112
Interest expense							$ 15,715	$ 767
Chuck Rifici Holdings Inc [Member]
Debt And Convertible Loan Payable [Line Items]
Repayments of note payable					$ 269,498				$ 204,000
Conversion of debt, price per share | $ / shares				$ 0.30	$ 0.30
Proceeds from notes payable									$ 225,500
Original issue discount percentage									10.00%
Firstfire Global Opportunities Fund, Llc, And Rockwell Capital Partners Inc [Member] | Securities Purchase Agreement [Member]
Debt And Convertible Loan Payable [Line Items]
Repayments of note payable				$ 252,917
Conversion of debt, shares issued | shares				333,333
Conversion of debt, fair value of shares issued				$ 100,000
Tangiers Global, LLC [Member] | Securities Purchase Agreement [Member]
Debt And Convertible Loan Payable [Line Items]
Proceeds from notes payable			$ 550,000
Original issue discount percentage			10.00%
Interest rate percentage on unpaid principal amount			8.00%

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Debt and Convertible Loan Payable - Schedule of Debt Discount and Original Issuance Costs (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt And Convertible Loan Payable [Abstract]
Debt discount, beginning of period	$ 152,617
Additional debt discount and debt issue cost	120,333	417,834
Amortization of debt discount and debt issue cost	(245,937)	(265,217)
Debt discount, end of period	$ 27,013	$ 152,617

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Debt and Convertible Loan Payable - Schedule of Debt Issue Costs (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt And Convertible Loan Payable [Abstract]
Debt discount, beginning of period	$ 7,473
Additional debt discount		10,000
Amortization of debt discount	(7,473)	(2,527)
Debt discount, end of period		$ 7,473

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Debt and Convertible Loan Payable - Schedule of Debt Discount for Promissory Note (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt discount, beginning of period	$ 7,473
Additional debt discount		10,000
Amortization of debt discount	(7,473)	(2,527)
Debt discount, end of period		7,473
Promissory Note [Member]
Debt discount, beginning of period	15,715
Additional debt discount		34,112
Amortization of debt discount	(15,715)	(18,398)
Debt discount, end of period		$ 15,715

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Related Party Transactions (Restated) (Details Narrative) - shares	Sep. 15, 2017	Sep. 06, 2017	Aug. 08, 2017
Chad Sykes [Member] | Alamo CBD LLC [Member]
Common stock returned in anticipation of merger			2,500,000
Dr. Lang Coleman [Member] | Alamo CBD LLC [Member]
Issuance of common stock related to merger		2,957,763
Rick Gutshall [Member] | Alamo CBD LLC [Member]
Issuance of common stock related to merger		758,401
Knebel [Member] | Employment Agreement [Member]
Issuance of common stock for services	250,000

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Stockholders' Deficit (Restated) (Details Narrative)										1 Months Ended		3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 15, 2017 USD ($) $ / shares shares	Sep. 06, 2017 USD ($) $ / shares shares	Aug. 08, 2017 shares	Jun. 01, 2017 USD ($) $ / shares shares	May 03, 2017 USD ($) shares	Mar. 20, 2017 USD ($) $ / shares shares	Jan. 17, 2017 USD ($) $ / shares shares	Jan. 16, 2017 USD ($) $ / shares shares	Aug. 29, 2016 USD ($) Integer shares	Mar. 20, 2017 USD ($) $ / shares	Mar. 15, 2017 USD ($) Integer $ / shares shares	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) $ / shares	Sep. 26, 2018 USD ($)	Sep. 26, 2017 $ / shares shares	May 02, 2017 $ / shares	Dec. 31, 2016 USD ($) $ / shares	Dec. 31, 2015 USD ($)
Exercise price of warrant | $ / shares																		$ 0.40
Amortization of debt discount													$ 294,888	$ 308,534
Remaining debt discount related to warrants													27,013					$ 152,617
Common shares issued for cash													824,000
Value of common stock issued for services													566,930
Repayments of note payable													230,526	4,539
Shares issued on conversion of convertible debt														103,351
Firstfire Global Opportunities Fund, LLC, And Rockwell Capital Partners Inc [Member]
Conversion price per share | $ / shares						$ 0.30				$ 0.30
Common shares issued for cash						$ 100,000
Repayments of note payable						$ 252,917
Conversion of debt, shares issued | shares						333,333
Alamo CBD LLC [Member]
Common shares issued for cash, shares | shares		7,584,008
Shares issued price per share | $ / shares		$ 0.19
Common shares issued for cash		$ 1,440,961
Chuck Rifici Holdings Inc [Member]
Exercise price of warrant | $ / shares																$ 0.30
Conversion price per share | $ / shares						$ 0.30				$ 0.30
Repayments of note payable										$ 269,498					$ 204,000
Proceeds from notes payable															$ 225,500
Original issue discount percentage															10.00%
Number of common stock called by warrants | shares																250,000
Warrant expired date																Sep. 26, 2017
Founder and Chief Cultivation Officer [Member]
Common shares issued for cash, shares | shares			2,500,000
Director Agreement [Member] | Pawel Hardej [Member]
Shares issued price per share | $ / shares								$ 0.44
Issuance of common stock for services, shares | shares								145,740
Value of common stock issued for services								$ 64,126
Director Agreement [Member] | John Zimmerman [Member]
Shares issued price per share | $ / shares								$ 0.44
Issuance of common stock for services, shares | shares								41,640
Value of common stock issued for services								$ 18,322
Director Agreement [Member] | John Choo [Member]
Shares issued price per share | $ / shares								$ 0.44
Issuance of common stock for services, shares | shares								62,460
Value of common stock issued for services								$ 27,482
Services Agreement [Member] | Lyons Capital, LLC [Member]
Shares issued price per share | $ / shares							$ 0.44
Issuance of common stock for services, shares | shares							800,000
Value of common stock issued for services							$ 352,000
Employment Agreement [Member] | Annette Knebel [Member]
Common shares issued for cash, shares | shares	250,000
Shares issued price per share | $ / shares	$ 0.20
Common shares issued for cash	$ 50,000
Series A Convertible Preferred Stock [Member]
Conversion price per share | $ / shares						$ 0.42				$ 0.42
Conversion of stock, shares converted | shares						250,000
Shares issued on conversion of convertible debt						$ 175,000
Warrant [Member]
Amortization of debt discount													33,238	$ 0
Remaining debt discount related to warrants													$ 0
Common Stock [Member]
Conversion of stock, shares converted | shares						416,667
Common shares issued for cash, shares | shares													2,060,000
Common shares issued for cash													$ 2,060
Issuance of common stock for services, shares | shares													1,549,840
Value of common stock issued for services													$ 1,550
Preferred convertible stock shares issued upon conversion | shares													416,667
Accredited Investors [Member]
Maximum number of equity units issued | shares												1,000,000
Par value of equity units | $ / shares												$ 0.50		$ 0.50
Proceeds from issuance or sale of equity												$ 500,000
Exercise price of warrant | $ / shares												$ 0.50		$ 0.50
Warrant exercisable term												1 year
Number of investors | Integer											17
Common shares issued for cash, shares | shares											2,060,000
Shares issued price per share | $ / shares											$ 0.44
Common shares issued for cash											$ 824,000
Accredited Investors [Member] | Series A Convertible Preferred Stock [Member]
Common shares issued for cash, shares | shares					750,000
Shares issued price per share | $ / shares																	$ 0.40
Common shares issued for cash					$ 300,000
Accredited Investors [Member] | Series A Convertible Preferred Stock [Member]
Description of equity units												Each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant ("Warrant".
Investors [Member]
Maximum number of equity units issued | shares									250,000
Proceeds from issuance or sale of equity									$ 125,000
Number of investors | Integer									3
Investors [Member] | Consulting Agreement [Member]
Common shares issued for cash, shares | shares				250,000
Shares issued price per share | $ / shares				$ 0.22
Common shares issued for cash				$ 55,000
Series A Holders [Member] | Series A Convertible Preferred Stock [Member]
Conversion price per share | $ / shares						$ 0.30				$ 0.30
Conversion of stock, shares converted | shares						250,000
Series A Holders [Member] | Common Stock [Member]
Conversion of stock, shares converted | shares						416,667

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Stockholders' Deficit (Restated) - Schedule of Warrant Activity During the Year (Details)	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Equity [Abstract]
Number of Warrants, Beinning Balance | shares	500,000
Number of Warrants, Granted | shares
Number of Warrants, Exercised | shares
Number of Warrants, Cancelled/Forfeited | shares	250,000
Number of Warrants, Ending Balance | shares	250,000
Weighted Average Exercise Price, Beinning Balance	$ 0.40
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Canceled/Forfeited	0.50
Weighted Average Exercise Price, Expired	0.30
Weighted Average Exercise Price, Ending Balance
Weighted Average Remaining Contractual Life, Beinning Balance	0 years
Weighted Average Remaining Contractual Life, Ending Balance	0 years

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Stockholders' Deficit (Restated) - Schedule of Outstanding Warrants (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares
Increase in warrant exercise price	$ 0.50
Decrease in warrant exercise price	$ 0.30
Warrants Exercisable | shares	500,000
Weighted Average Remaining Contractual Life	8 months 9 days
Aggregate Intrinsic Value | $	$ 32,500

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Subsequent Events (Details Narrative) - USD ($)					3 Months Ended	9 Months Ended
	Oct. 17, 2017	Oct. 12, 2017	Oct. 10, 2017	Jun. 05, 2015	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Repayments of note payable						$ 230,526	$ 4,539
Debt instrument maturity term				5 years
Accrued interest					$ 5,545	$ 11,874
Subsequent Event [Member]
Accrued interest	$ 30,000
Conversion of debt, shares issued	329,670
Subsequent Event [Member] | Tangiers Global, LLC [Member]
Repayments of note payable			$ 250,000
Percentage of original issue discount			10.00%
Debt instrument maturity term			6 years
Debt instrument maturity term, description			The maturity date is six months from the effective date
Subsequent Event [Member] | Tangiers Global, LLC [Member] | Investment Agreement [Member]
Maximum number of common stock can be issued		2,000,000
Agreement termination condition		i) the issuance of $2,000,000 of shares, (ii) 36 months after the Effective Date (as defined in the Investment Agreement), (iii) at such time the Registration Statement (as defined in the Investment Agreement) is no longer effective, or (iv) by the Company at any time by providing 15 days written notice to Tangiers Global
Subsequent Event [Member] | Tangiers Global, LLC [Member] | Investment Agreement [Member] | Promissory Note [Member]
Principal amount		$ 50,000
Notes payable interest rate		10.00%
Debt instrument maturity date		May 12, 2018
Conversion of stock price per share		$ 0.1666