Indoor Harvest Corp - Quarter Report: 2016 June (Form 10-Q)

inqd_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2016

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

For the transition period from ______________ to ______________

Commission File Number:

INDOOR HARVEST CORP

(Exact name of registrant as specified in its charter)

Texas		45-5577364
(State or other jurisdiction of incorporation or organization)		IRS I.D.

5300 East Freeway Suite A

Houston, Texas

(Address of principal executive offices)

713-410-7903

(Registrant's telephone number, including area code)

N/A

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

Check 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

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 August 15, 2016 there were 12,258,684 shares issued and outstanding of the registrant's common stock.

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PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis or Plan of Operation.	14

Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	20

Item 4.	Controls and Procedures.	20

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings.	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21

Item 3.	Defaults Upon Senior Securities.	22

Item 4.	Mine Safety Disclosures.	22

Item 5.	Other Information.	22

Item 6.	Exhibits.	23

SIGNATURES		24

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

INDOOR HARVEST CORP

BALANCE SHEETS

(UNAUDITED)

	June 30, 2016			December 31, 2015

ASSETS
Current assets:
Cash	$	33,546		$	100,906
Accounts Receivable, net of bad debt allowance of $- at each period		-			59,200
Inventory		4,897			7,001
Debt issue costs		9,131			-
Prepaid expenses		15,517			1,697
Total current assets		63,091			168,804

Furniture and equipment, net		175,128			193,737
Security deposit		12,600			12,600
Intangible asset, net		8,463			9,318
Other assets		48,783			48,783
Total assets	$	308,065		$	433,242

LIABILITIES
Current liabilities:
Accounts payable & accrued expenses	$	60,601		$	40,891
Convertible note payable, net of debt discount of $80,764 and $0, respectively		191,735			-
Accrued payroll		9,651			6,285
Deferred rent		9,651			9,778
Billing in excess of costs and estimated earnings		53,435			19,931
Total current liabilities		325,073			76,885

Long term liabilities:
Note payable		30,275			33,262
Total Liabilities		355,348			110,147

Stockholders' equity:
Preferred stock: $0.01 par value, 5,000,000 shares authorized; none shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively					-
Common stock: $0.001 par value, 50,000,000 shares authorized; 12,187,461 and 11,204,571 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively		12,187			11,204
Additional paid-in capital		2,699,838			2,233,663
Accumulated Deficit		(2,759,308	)		(1,921,772	)
Total Stockholders' equity		(47,283	)		323,095

Total liabilities and stockholders' equity	$	308,065		$	433,242

The Accompanying Notes are an Integral Part of these Financial Statements

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INDOOR HARVEST CORP

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2016			2015			2016			2015

Revenue	$	39,872		$	-		$	62,166		$	-
Cost of Sales		27,122			-			43,921			-
Gross Income		12,750						18,245

Operating Expenses
Depreciation expense		12,690			11,430			25,263			21,444
Research and development		5,641			3,285			8,672			12,528
Professional fees		18,650			17,161			75,922			107,972
General and administrative expenses		391,281			274,250			634,739			437,858

Total operating expenses		428,262			306,126			744,596			579,802
Loss from operations		(415,512	)		(306,126	)		(726,351	)		(579,802	)

Other expense (interest)		(100,334	)		(84	)		(111,185	)		(10,065	)

Net loss	$	(515,846	)	$	(306,210	)	$	(837,536	)	$	(589,867	)

Net loss per common share:
Net loss per share, basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.07	)	$	(0.06	)

Weighted average number of common shares outstanding:
Basic and diluted		12,015,234			9,990,229			11,799,280			9,451,732

The Accompanying Notes are an Integral Part of these Financial Statements

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INDOOR HARVEST CORP

STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

	Preferred Stock, $0.01 Par Value				Common Stock, $0.001 Par Value				Additional Paid-in		Accumulated			Subscription		Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Receivable		(Deficit)

Balances, December 31, 2015		-	$	-		11,204,571	$	11,204	$	2,233,663	$	(1,921,772	)	$	-	$	323,095

Issuance of common stock		-		-
For cash		-		-		100,000		100		49,900		-			-		50,000
For services, net of debt offering costs		-		-		882,890		883		261,859		-			-		262,742
Beneficial conversion feature		-		-		-		-		154,416		-			-		154,416
Net loss, for the six months ended June 30, 2016		-		-		-		-		-		(837,536	)		-		(837,536	)
Balances, June 30, 2016		-	$	-		12,187,461	$	12,187	$	2,699,838	$	(2,759,308	)	$	-	$	(47,283	)

The Accompanying Notes are an Integral Part of these Financial Statements

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INDOOR HARVEST CORP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the six months ended June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(837,536	)	$	(589,867	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		25,263			21,444
Loss on the sale other asset		-			9,250
Amortization of original issue discount		12,229			-
Amortization of debt discount		83,922			-
Amortization of debt offering costs		10,869			-
Stock issued for services - related party		143,527			97,500
Stock issued for services		119,216			88,051
Change in operating liability:
Decrease in deferred rent		(127	)		376
Increase in accounts receivable		59,200			-
Increase in inventory		2,104			(4,589	)
Increase in prepaid expense		(13,820	)		(6,933	)
Increase in accounts payable and accrued expenses		19,708			(6,875	)
Accrued compensation - officers		4,327			4,327
Decrease in costs and estimated earnings in excess of billings		33,504			-
Decrease in accrued compensation		(961	)		(262	)
Net cash used in operating activities		(338,575	)		(387,578	)
Cash flows from investing activities:
Proceeds from sale of equipment		-			10,050
Purchase of equipment & software		(5,798	)		(59,961	)
Net cash used in investing activities		(5,798	)		(49,911	)
Cash flows from financing activities:
Repayments of note payable		(2,987	)		36,100
Proceeds from convertible note payable, less offerings costs and OID costs paid		230,000			-
Collection of stock subscription receivable		-			10,000
Issuance of common stock for cash		50,000			268,000
Net cash provided by financing activities		277,013			314,100
Decrease in cash and cash equivalents		(67,360	)		(123,389	)
Cash and cash equivalents at beginning of period		100,906			411,669
Cash and cash equivalents at end of period	$	33,546		$	288,280
Supplementary disclosure of non-cash financing activity:
Sale of stock for subscriptions receivable	$	-		$	-

Supplementary disclosure of cash flow information
Cash paid during the period for:
Interest	$	1,642		$	-
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Beneficial conversion feature	$	154,416		$	-
Shares issued for debt issuance costs	$	143,500		$	-

The Accompanying Notes are an Integral Part of these Financial Statements

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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 statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Indoor Harvest Corp., or the "Company," is a Texas corporation formed on November 23, 2011. Indoor Harvest Corp., through its brand name Indoor Harvest™, is a company specializing 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").

Indoor Harvest Corp is a Design-Build contractor for the vertical farming and indoor farming industry. The Company's principal lines of business are engineering, procurement and construction services as well as manufactures a variety of indoor farming fixtures and equipment. The Company provides its products and services worldwide for controlled environment and building integrated agricultural operators.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2015

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("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 complete 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.

Accounts Receivable and Work in progress

Work in process consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at June 30, 2016 and December 31, 2015. The company records revenue recognition 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 in the balance sheet as costs and estimated earnings in excess of billings. Unearning billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process.

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Loss per Share

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

The Company has the following common stock equivalents for the six months ended June 30, 2016 and 2015, respectively:

	June 30, 2016		June 30, 2015
Convertible Debt (Exercise price - $0.30/share)		908,333		-
Total		908,333		-

Fair Value of Financial Instruments

We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

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

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

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

The following is the major category of liabilities measured at fair value on a recurring basis as of June 30, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

Description		June 30, 2016				December 31, 2015
Debt discount related to beneficial conversion feature on convertible notes (Level 2)		$	80,764			$	-

Reclassifications

Certain expense items have been reclassified in the statement of operations for the three and six months ended June 30, 2015, to conform to the reporting format adopted for the three and six month ended June 30, 2016.

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Recent Accounting Pronouncements

We do not believe any other recent pronouncements will have any impact on our presentation of financial position or results of operations.

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 - GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $837,536, net cash used in operations of $338,575 and has an accumulated deficit of $2,759,308, for the six months ended June 30, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern.

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

The business plan of the Company is to engage in the design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture ("CEA") and Building Integrated Agriculture ("BIA"). During the next twelve months, the Company's strategy is to: complete ongoing product development; commence product marketing, product assembly and sales; construct a demonstration CEA and BIA farm; and offer design-build services. The Company's long-term strategy is to direct sale, license and franchise their patented technologies and methods.

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

NOTE 3 – CONCENTRATIONS

At June 30, 2016 and December 31, 2015, the Company had a concentration of accounts receivable of:

Customer		June 30, 2016				December 31, 2015
MF Microgreen Farm			-				100	%

For the three months ended June 30, 2016 and June 30, 2015, the Company had a concentration of sales of:

Customer	June 30, 2016			June 30, 2015
University of Arizona CEAC		31	%		0	%
UB Poland		69	%		0	%
ER Michigan		55	%		0	%
PH Research Platform		17	%		0	%

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For the six months ended June 30, 2016 and June 30, 2015, the Company had a concentration of sales of :

Customer	June 30, 2016			June 30, 2015
University of Arizona CEAC		22	%		0	%
GSS Colorado		8	%		0	%
ER Michigan		20	%		0	%
PH Research Platform		6	%		0	%
UB Poland		44	%		0	%

NOTE 4 – WORK IN PROCESS

Work in progress as of June 30, 2016 and December 31, 2015 consists of the following:

Description	June 30, 2016		December 31, 2015
Costs incurred on uncompleted contracts	$	4,665	$	92,379
Estimated earnings		-		-
				-
Less billings to date		58,100		112,310
Total	$	53,435	$	19,931

Reflected in the 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		53,435		19,931
Total	$	53,435	$	19,931

NOTE 5 – DEBT AND CONVERTIBLE LOAN PAYABLE

Convertible Note Payable

The notes carry an interest on the unpaid principal amount at the rate of 3% per annum. Any Principal Amount or Interest which is not paid when due shall bear interest at the rate of 15% per annum from the due date until the same is paid. The notes mature on September 22, 2016 and may be prepaid in whole or in part except otherwise explicitly set forth in the Note. If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 125% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any.

The notes convert into shares of Common Stock at a price equal to $0.30; provided, however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price or (ii) 45% multiplied by the lowest sales price of the Common Stock in a public market during the ten (10) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a Notice of Conversion (as defined in the Note). For the six months ended June 30, 2016, the Company received $272,500 proceeds less the $20,000 in debt issue costs and $22,501 in original issuance discount fee pursuant to the terms of this convertible note. For convertible debt, the convertible feature indicated a rate of conversion that was not below market value. As a result, the Company will record a BCF and related debt discount. For the six months ended June 30, 2016, the Company accrued $2,252 in accrued interest related to the notes.

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Debt Discount and Original Issuance Costs

During the six months June 30, 2016 and 2015, the Company recorded debt discounts and original issuance costs totaling $176,916 and $0, respectively.

The debt discounts recorded in 2016 and 2015, pertain to beneficial conversion feature on the convertible notes. The notes are required to be bifurcated and reported at fair value on the date of grant.

The Company amortized $96,152 and $0 to interest expense in the six months ended June 30, 2016 and 2015 as follows:

	Six Months Ended June 30, 2016			Year Ended December 31, 2015
Debt discount - December 31, 2016	$	-			-
Additional debt discount - Six months ended June 30, 2016		176,916			-
Amortization of debt discount - Six months ended June 30, 2016		(96,152	)		-
Debt discount June 30, 2016	$	80,764			-

Debt Issuance Costs

During the six months ended June 30, 2016, the Company paid debt issue costs totaling $20,000.

During the six months ended June 30, 2016 and 2015, the Company amortized $10,869 and $0 of debt issue costs, respectively.

The following is a summary of the Company's debt issue costs:

	Three Months Ended			Three Months Ended
	June 30, 2016			June 30, 2016
Debt Issue Costs	$	-			-
Additional debt issue costs - Six months ended June 30, 2016		20,000			-
Amortization of debt issue costs - Six months ended June 30, 2016		(10,869	)		-
Debt issue costs - net	$	9,131			-

NOTE 6 - RELATED PARTY TRANSACTIONS

On May 9, 2016, the Company entered into a Director Agreement with Pawel Hardej. The Company will reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. The Company shall award to the Director 166,560 shares of common stock over a two year period as directed in the Director Agreement. No shares were issued for the six months ended June 30, 2016.

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On April 8, 2016 the Company entered into an employment agreement with John Zimmerman, the executive to serve as a Vice President of Business Development. The term of the agreement will continue until April 8, 2017, unless the employment is sooner terminated by the Board of Directors. As compensation for services, the employee will receive 100,000 shares of common stock and a percentage of closed projects as follows:

	·	5% on Purchase Orders (facilities and production finishing hardware) minus taxes, fees and shipping for sole sourced projects that lead to a signed Design Build Agreement.

	·	5% of Facilities portion of Purchase Order only on signed Design Build agreements brought in from Authorized Dealers.

	·	Discretionary % split agreed to by Executive on a case-by-case basis for supporting services he chooses to bring into closing an agreement.

	·	Compensation payments dispersed at the same % rate as the contractually agreed client payments schedule is received from the client/finance group (ie: 5% down, 50% at Purchase Order, 45% at shipping etc..)

On April 8, 2016, we issued 100,000 shares of Common Stock related to an Executive Employment Agreement with John Zimmerman. The Company recorded fair value of $54,500 ($0.545/share) based upon the most recent trading price per share of the Company's stock (See Note 7).

On March 1, 2015, the Company entered into a Director Agreement with William Jamieson. The Company will reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. The Company shall award to the Director 166,560 shares of common stock pursuant to the Company's 2015 Stock Incentive over a two year period as directed in the Director Agreement. As of June 30, 2016, the Company issued 83,280 shares of common stock having a fair value of $36,435 ($0.30 - $0.55/share) based upon the most recent trading price per share of the Company's common stock (See Note 7).

On May 9, 2016, Mr. William Jamieson resigned as a Director in the Company. Mr. Jamieson's resignation was not the result of any disagreement with us on any matter relating to our operations, policies (including accounting or financial policies) or practices. A majority of the Board of Directors decided to restructure the Board of Directors to better reflect the Company's current business direction and Mr. Jamieson voluntarily agreed to resign as part of that restructuring effort. Mr. Jamieson was issued 83,280 shares of common stock as part of an agreement with the Company and the Company recorded a fair value of $54,049($0.649/share) based upon the most recent trading price per share of the Company's comment stock (See Note 7) .

On August 14, 2015, the Company entered into an employment agreement with John Choo, the executive to serve as a Company President. The term of the agreement will continue until August 14, 2016, unless the employment is sooner terminated by the Board of Directors. As compensation for services, the employee will receive annual compensation of $60,000. In addition, the employee will receive 355,060 shares of common stock. In addition, the Company shall award to the Director 166,560 shares of common stock pursuant to the Company's 2015 Stock Incentive over a two year period as directed in the Director Agreement. As of June 30, 2016, the Company issued 355,060 shares in common stock having a fair value of $164,393 ($0.46/share) and 83,280 shares of common stock having a fair value of $36,435 ($0.30 - $0.55/share) based upon the most recent trading price per share of the Company's common stock (See Note 8).

In May 2015, the Company issued 50,000 shares of Common stock to Chad Sykes, our CEO having a fair value of $25,500 ($0.51/share) based upon the most recent trading price per share of the Company's common stock (See Note 8).

In November 17, 2015 the Company issued 125,000 shares of Common stock to the Company's legal counsel as part of legal fees having a fair value of $56,250 ($0.45/share) based upon the most recent trading price per share of the Company's common stock (See Note 8).

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NOTE 7 - SHAREHOLDERS' EQUITY

For the year ended December 31, 2015, none of the preferred stock was issued and outstanding.

Common Stock

On January 17, 2016, the Company issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman, of common stock with a fair value of $9,369 ($0.45/share) based upon the most recent trading price per share of the Company's stock.

On January 19, 2016, we issued 300,000 shares of Common Stock to Kodiak Capital Group, LLC as a commitment fee for a Two Million Dollar Equity Financing Agreement. The Company a fair value of $120,000 ($0.40/share) based upon the most recent trading price per share of the Company's stock. The Company is subject to a Registration Rights Agreement which requires the Company to file a S1 Registration Statement with the SEC by March 31, 2016 and must receive a notice of effectiveness from the SEC prior to executing a Put Notice. The Purchase Price of the security is based on 80% of the Market Price based on the Put Date. Market price is calculated on the lowest daily volume weight average price for any trading day during the valuation period, which is the five days from the Put Notice to the Put Date.

On January 22, 2016, we issued 125,000 shares of Common Stock to Emerging Growth, LLC, to provide investor and public relations services. The Company recorded a fair value of $43,750 ($0.35/share) based upon the most recent trading price per share of the Company's stock.

On February 29, 2016, we issued 41,640 shares of Common Stock related to a Director Agreement with John Choo and William Jamieson. The Company recorded fair value of $14,574 ($0.35/share) based upon the most recent trading price per share of the Company's stock.

On March 14, 2016, we issued 11,330 shares to a consultant for services rendered, of common stock with a fair value of $4,986 ($0.44/share) based upon the most recent trading price per share of the Company's stock.

On March 25, 2016, we issued 5,000 shares to a consultant for services rendered, of common stock with a fair value of $1,800 ($0.36/share) based upon the most recent trading price per share of the Company's stock.

On March 23, 2016 the Company issued 100,000 shares of common stock to one U.S. accredited investor at $0.50 per share for cash totaling $50,000.

On April 18, 2016, the Company issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman, of common stock with a fair value of $9,369 ($0.45/share) based upon the most recent trading price per share of the Company's stock.

On May 9, 2016, the Company issued 83,280 shares of Common Stock related to a resignation of its Director Agreement William Jamieson. The Company recorded fair value of $54,049 ($0.649/share) based upon the most recent trading price per share of the Company's stock (See Note 6).

In June 29, 2016 the Company issued 125,000 shares of Common stock to the Company's legal counsel as part of legal fees having a fair value of $68,738 ($0.549/share) based upon the most recent trading price per share of the Company's common stock.

NOTE 8 - SUBSEQUENT EVENTS

On July 11, 2016, we issued 50,403 shares of Common Stock to a consultant for services rendered having a fair value of $22,177 ($0.44/share)

On July 19, 2016, we issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $9,577 ($0.46/share) based upon the most recent trading price per share of the Company's 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.

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 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 audited financial statements and the related notes, and other financial information included in this Form 10-Q.

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. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this 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 and in our other reports 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.

Overview

Indoor Harvest Corp, through its brand name Indoor HarvestÒ, is a full service, state of the art design-build, engineering, procurement and construction firm for the indoor and vertical farming industry. The company provides production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture ("CEA") and Building Integrated Agriculture ("BIA"), tailored to the specific needs of virtually any cultivar.

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CEA is the process of manipulating any agricultural technology to allow the farmer an ability to manipulate a crop's environment to desired conditions. Technologies include greenhouse production, hydroponics, aquaculture, aquaponics and aeroponics. Controlled variables may include temperature, lighting, humidity, pH and nutrient analysis.

BIA is the process of locating CEA methods on, or in, mixed use buildings to provide synergy with the buildings infrastructure and the agriculture process. Earliest examples of BIA include the use of hydroponics, aeroponics and aquaponics, where waste heat is captured through the buildings existing heating, ventilation and air conditioning system as well as the combined use of solar, rainwater collection and evaporative systems. Current operating examples include such buildings as Eli Zabar's rooftop greenhouse, The Sun Works Center for Environmental Studies, Gotham Greens, Sky Vegetables, Top Sprouts, Cityscape Farms, Dongtan, Masdar City, AeroFarms, Solar 2, Lufa Farms, BrightFarms, FarmedHere, Green Sense Farms, Green Spirit Farms and Big Box Farms. The term building-integrated agriculture was coined by Dr. Ted Caplow in a paper delivered at the 2007 Passive and Low Energy Cooling Conference in Crete, Greece.

We currently offer a vertical farm racking system with integrated LED lighting. Our vertical farm racking system was designed to be used for both aeroponic and hydroponic layered crop production within a CEA or BIA operation. Our racking system will work with any standard 48" X 96" or 24" X 48" third party flood table or aeroponic system. We also offer patent pending aeroponic fixtures that are compatible with our vertical farm racking system. We offer our vertical farm racking system and aeroponic fixtures for use by both horticulture enthusiasts and commercial operators who seek to utilize vertical farming methods within a controlled indoor environment.

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 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 generates revenue from vertical farm rack system sales, aeroponic fixture sales and design build construction management services. Our products are designed for the production of aeroponic and hydroponic leafy greens, micro-greens, fruiting plants and herbs. Our fixtures and systems can also be adapted for a variety of other uses such as horticulture research, medicinal plant production, pharmaceutical plant production, plant cloning and hardwood propagation.

In addition to these products, the Company also generates revenue from engineering, procurement and construction management services. Engineering, procurement, and construction management ("EPCM") is a common form of contracting arrangement for very large infrastructure and facility projects. Under an EPCM arrangement, the client would engage the Company to coordinate all design, procurement and construction work to ensure that the whole project is completed as required.

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 U.S. Securities and Exchange Commission's ("SEC's") reporting and disclosure rules (See "Emerging Growth Companies" section above). 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. As a result 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 being a fully reporting company with the Securities and Exchange Commission.

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Potential Separation and Sale of Cannabis Operations

The Company is currently actively pursuing separating its cannabis and produce operations as part of its growth strategy. As of the date of this Report, the Company is finalizing the terms of a memorandum of agreement that would provide exclusive negotiating rights for the acquisition, or formation of a joint venture, with a pharmaceutical group to acquire our assets and operations related to cannabis. Although an agreement is expected shortly after the filing of this Report as terms are finalized, there is no guarantee that an agreement will be reached, or that the Company will be successful in its efforts to separate its cannabis and produce operations.

Current Projects

Our current projects involve both Equipment Sales and Design-Build/Engineering, Procurement and Construction Projects, with the status of each as of June 30, 2016 as set forth below.

Project-Client

Facility Type

Project Type

Project Status as of
June 30,
2016

Equipment
Price/Design
Fee Total

ROM
Estimate

ER Michigan

Produce

Equipment Order

55% Completed

8,110

University of Arizona

Produce

Equipment Installation

0% Completed

4,990

OD Farms

Cannabis

EPCM

0% Completed

35,000

[1][2]

2,009,308

_________________

[1]	A Rough Order of Magnitude Estimate (ROM estimate) is an estimation of a project's level of effort and cost to complete. A ROM estimate takes place very early in a project's life cycle, during the project selection and approval period and prior to project initiation in most cases, when a project's scope and requirements has not been fully defined. The main purpose of the ROM estimate is to provide decision-makers with the information necessary to make a decision on whether it makes sense to move forward with the project based on the estimated level of effort, in terms of completion time and cost. A ROM estimate is used to reduce the uncertainty of cost outcomes for both the client and the contractor. There is no assurance that the Company will receive as revenues any or all of the total amount of a ROM estimate.

[2]	On April 21, 2016, we completed initial design work and provided the client with a ROM estimate of $2,009,308 for HVAC, LED lighting, facility controls and equipment schedule. We are currently in discussions with the client regarding a phased purchase order program.

Equipment Sales

In October, 2015, we received an order for a $16,220 equipment package for a custom designed shallow raft platform for research project ER Michigan. As of June 30, 2016, this project was 55% complete.

In March, 2016, we received an order for discounted equipment to be used by the Department of Agricultural and Biosystems Engineering department at the University of Arizona. We agreed to provide equipment at cost for this project totaling $13,637 with an additional $4,990 received for delivery and installation.

On April 5, 2016, we received an order for a $27,600 equipment package for a custom designed flood and drain and nutrient film technology platform for UB Farms in Poland. As of June 30, 2016 this project was 100% complete.

Signed Design-Build, EPCM Agreements

On October 15, 2015, we entered into a design-build, EPCM, cost plus agreement for project AQ Maryland, to engineer the cultivation and mechanical systems for a 38,000 square foot, building integrated agricultural cannabis production facility in Maryland. On October 21, 2015, an earnest money deposit of $10,000 was paid to begin initial assessments. The project is currently on hold due to delays in the Maryland cannabis licensing process. The client was given an initial ROM estimate of $3.4 million to complete the project prior to signing the design-build, EPCM, cost plus agreement. On August 15, 2016, we were informed that the client AQ Maryland did not receive its cannabis cultivation license and the project was removed from our current projects on August 16, 2016.

On March 8, 2016, we entered into a design-build, EPCM contract with OD Farms for a 7,000 sq. ft. cannabis production facility in Alaska. The contract includes an EPCM agreement for HVAC, LED lighting and facility controls. On April 21, 2016, we completed initial design work and provided the client with a ROM estimate of $2,009,308 for HVAC, LED lighting, facility controls and equipment schedule. We are currently in discussions with the client regarding a phased purchase order program.

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On July 6, 2016, we entered into a design-build, EPCM, cost plus contract with Tweed, Inc., to construct a high pressure aeroponic production system to include facility integration and controls. The Company received an initial purchase order for 10 high pressure aeroponic units for $35,000. Additional costs for mechanical, electrical, plumbing and controls will be invoiced prior to hardware shipment and onsite installation under a cost plus agreement.

On July 13, 2016, we entered into a design-build, EPCM, maximum guaranteed price agreement, for a 40,000 sq.ft vertical farm project in Johnstown Ontario with IGES Canada ltd., the project includes 676 Low Tide VFRack platforms, integrated LED lighting, facilities mechanical, electrical and plumbing, construction management and equipment start-up and commissioning. Total contract maximum guaranteed price is $11,374,500 with 5% of the total, $568,725 due by September 23, 2016.

On July 27, 2016, we entered into a design-build, EPCM, cost plus agreement, with TexAg Ventures, LLC, to provide full design and engineering, system prototyping and system testing of a custom vertical farming platform. An initial deposit of $35,000 is required to begin prototyping. Remaining project costs will be deemed construction coordination services and billed at cost plus.

Current EPCM Sales Pipeline

Our current sales pipeline consists of 6 facility build discussions with 3 in early to mid-stage discussions and 3 in late stage negotiations, including 2 projects that have been moved to current projects, 3 new potential projects and 6 abandoned projects from our sales pipeline as of March 31, 2016. The company is pursuing final agreements applicable for the stage of development the client is in. There is no guarantee of success regarding these agreements or that applicable project revenue will be fully recognized until the agreements and final budget negotiations are complete.

Below is a table showing the Company's current sales pipeline status as of June 30, 2016:

Project-Client

Facility Type

Scoped [1]

DB Phase 1 - Contract Sent [2]

DB Phase 2 - Contract Sent [3]

Design Fee/ROM Estimate [4]

IGES/Johnstown

Produce

(Signed July 27)

11,374,500

IGES/Tyendenag

Produce

2,441,000

Alamo CBD

CBD

5,000,000

IGES/Easton

Produce

4,500,000

ZP CO

Cannabis

2,000,000

DR VF

Produce

545,000

Metro VF

Produce

401,200

Cannabis

(Signed July 6)

35,000

_________________

[1]	Scoped - Includes projects in which initial meetings have taken place, preliminary design work has been provided based on the clients provided scope of work along with a project ROM estimate. Scoped projects are early to mid-stage in the design-build process and have a high risk of being abandoned by either party.

[2]	DB Phase 1 - Contract Sent - Includes projects that have completed the initial client side discussions and a contract has been provided to the client to develop a detailed scope of work and engineered drawings to develop a project cost estimate. DB Phase 1 projects are early to mid-stage in the design-build process and have a high risk of being abandoned by either party.

[3]	DB Phase 2 - Contract Sent - Includes projects that have completed a DB Phase 1 contract, or where the client has provided a detailed scope of work and drawings where no initial design work is needed. DB Phase 2 contracts are also generally provided to B2B clients. DB Phase 2 projects are mid to late stage in the design-build process and have a medium to low risk of being abandoned by either party.

[4]	ROM Value - See description above. There is no assurance that the Company will receive as revenues any or all of the total amount of a ROM estimate.

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Results of Operations

For the three months ended June 30, 2016 we generated revenue of $39,872 with cost of sales of $27,122 resulting in gross income of $12,750. We did not generate any revenue as of June 30, 2015. For the six months ended June 30, 2016 we generated revenue of $62,166 with cost of sales of $43,921 resulting in gross income of $18,245.

For the three months ended June 30, 2016 and June 30, 2015, we incurred $428,262 and $306,126, respectively, in operating expenses. For the six months ended June 30, 2016 and June 30, 2015, we incurred $744,596 and $579,802, respectively, in operating expenses. The increase in our operating expenses are due to increases in costs related to additional payroll costs, building lease and increased operational activities.

Our expenses related to research and development for the three months ended June 30, 2016 and June 30, 2015 were $5,641 and $3,285, respectively. Our increase for the three months ended June 30, 2016, were for research and development of new products. Our expenses related to research and development for the six months ended June 30, 2016 and June 30, 2015 were $8,672 and $12,528, respectively. The decrease in research and development expenses for the six-month period 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 June 30, 2016 we had total liabilities of $355,348, while at December 31, 2015, we had total liabilities of $110,147. The increase was the result of accrued payroll expenses from hiring new employees, accounts payable and accrued expenses, billings in excess of costs and estimated earnings and convertible notes payable.

Deferred rent payable at June 30, 2016 was $9,951. 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 June 30, 2016, we had $63,091 in total current assets. We had current liabilities of $325,073 as of June 30, 2016. Accordingly, we had a working capital deficit of $261,982 as of June 30, 2016.

Operating activities used $338,575 in cash for the six months ended June 30, 2016, as compared with $387,578 used for the six months ended June 30, 2015.

Investing activities for the six months ended June 30, 2016 used $5,798 in cash, as compared with using $49,911 for the six months ended June 30, 2015.

Financing activities for the six months ended June 30, 2016 generated $277,013 in cash, as compared with $314,100 for the six months ended June 30, 2015. Proceeds from financing activities consisted primarily of proceeds from issuance of convertible debt in 2016 and common stock for cash in 2015.

Cash Requirements: Current Operational Activities

Our estimated minimum day-to-day operational costs as set forth above, are estimated to be approximately $430,800 to maintain current operational activities during the next 12 months. Our minimal annual operating expenses includes $352,000 in payroll expenses, our lease agreement for our 10,000 sq. ft. facility of $55,200 per year, our estimated annual utility expenses of $10,800 and $12,800 in miscellaneous operating expenses. In addition, we will have $75,000 in costs related to maintaining our publicly traded status over the next 12 months.

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Cash Requirements: Additional Planned Operational Activities

During the next 12 months, we anticipate engaging in the additional planned operational activities set forth in the table below, although we may vary our plans depending upon operational conditions and available funding.

Event	Actions	Estimated Time	Estimated Cost
Operational Expansion	Expand Team, Marketing and Engineering	Q2 2016- Q4 2016	$	1,000,000
CLARA Phase I	Build CLARA Vertical Farm Campus	Q2 2016- Q4 2016	$	1,500,000

Sources of Funding

Existing Cash and Operational Cash Flow

As of August 8, 2016, we had $22,433 in cash, $1,700 in available credit facilities and $603,725 in accounts receivable.

We are actively engaged in a number of current projects which are generating cash flow. We have established a B2B infrastructure that has led to over a dozen potential project referrals along with direct inquiries for facility build outs arriving at an average pace of approximately 8 per week. In addition to the key projects already discussed, our current sales pipeline consists of 6 facility build discussions with 3 in early to mid-stage discussions and 3 in late stage negotiations. However, we have no final agreements concerning these potential future projects and we may not ever secure final agreements.

FirstFire and Rockwell Bridge Financing for $250,000

On March 22, 2016 the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, and Rockwell Capital Partners Inc, relating to the issuance and sale of notes of $272,500 in aggregate principal amount including $250,000 actual payment of purchase price plus a 9% original issue discount, and an aggregate total of 50,000 shares of common stock valued at $23,500 ($0.47/share). The notes carry an interest on the unpaid principal amount at the rate of 3% per annum. Any Principal Amount or Interest which is not paid when due shall bear interest at the rate of 15% per annum from the due date until the same is paid. The notes mature on September 22, 2016 and may be prepaid in whole or in part except otherwise explicitly set forth in the Note. If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 125% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any. the notes convert into shares of Common Stock at a price equal to $0.30; provided, however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price or (ii) 45% multiplied by the lowest sales price of the Common Stock in a public market during the ten (10) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a Notice of Conversion (as defined in the Note).

Kodiak Capital Group LLC Investment Agreement for $2,000,000

On January 30, 2016, the Company entered into an Equity Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") with Kodiak Capital Group, LLC (the "Purchaser"). On May 12, 2016, the SEC declared our registration statement effective. On June 28, 2016, we requested that the SEC withdraw the registration statement. No shares were issued under the Purchase Agreement. Pursuant to Rule 477(c), the Company advised the Commission that it may, upon consideration of its financing and strategic options under discussion, undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.

Meeting Cash Requirements

Based upon the assumption of our monthly current operational burn rate remaining unchanged during the fiscal year, exclusive of those costs in our Additional Planned Operational Activities for the next 12 months as set forth above, the Company currently has sufficient funds through a combination of the Sources of Funding above, to include accounts receivable financing and factoring, to continue our current operations for the next 12 months. There is no assurance we will obtain the anticipated funds from our Sources of Funding. There can be no assurance that additional financing will be available to us on acceptable terms, or at all. If we don't obtain the anticipated funds from our Sources of Funding, and we don't take other measures such as cutting back operational activities, we may not have sufficient funds to continue operations for the next 12 months.

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The ability to fund our Additional Planned Operational Activities is contingent upon us obtaining additional financing. If we don't obtain the anticipated funds from our Sources of Funding beyond those needed for Current Operational Activities, we may be able to finance our Additional Planned Operations and continue growing our business.

We cannot guarantee we will be successful in our business operations. We cannot guarantee that we will have sufficient financial resources to fund Current Operational Activities and Additional Planned Operational Activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must continue to execute our business plan as described above.

We began offering our products and services during the 3rd Quarter of 2015. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2016. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable.

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) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company's Securities 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/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company's management, consisting solely of the Company's Chief Executive Officer/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/Chief Financial Officer has concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective.

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 Securities Exchange Act) during the fiscal quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 19, 2016, we issued 300,000 shares of Common Stock to Kodiak Capital Group, LLC as a commitment fee for a Two Million Dollar Equity Financing Agreement. The Company a fair value of $120,000 ($0.40/share) based upon the most recent trading price per share of the Company's stock. The Company is subject to a Registration Rights Agreement which requires the Company to file a S-1 Registration Statement with the SEC by March 31, 2016 and must receive a notice of effectiveness from the SEC prior to executing a Put Notice. The Purchase Price of the security is based on 80% of the Market Price based on the Put Date. Market price is calculated on the lowest daily volume weight average price for any trading day during the valuation period, which is the five days from the Put Notice to the Put Date. The Registration Statement has now been withdrawn.

On March 23, 2016 the Company issued 100,000 shares of common stock to one U.S. accredited investor at $0.50 per share for cash totaling $50,000.

On April 14, 2016, we issued 100,000 shares of Common Stock related to an Executive Employment Agreement with John Zimmerman. The Company recorded fair value of $66,000 ($0.66/share) based upon the most recent trading price per share of the Company's stock.

On April 18, 2016, we issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $14,782 ($0.71/share) based upon the most recent trading price per share of the Company's stock.

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On May 9, 2016, we issued 83,280 shares of Common Stock related to an agreement with a previous Director, William Jamieson. The Company recorded fair value of $54,132 ($0.65/share) based upon the most recent trading price per share of the Company's stock.

On June 29, 2016, we issued 125,000 shares of Common Stock to the Company's legal counsel as part of legal fees having a fair value of $37,813 ($0.55/share) based upon the recent trading price per share of the Company's common stock.

On July 11, 2016, we issued 50,403 shares of Common Stock to a consultant for services rendered having a fair value of $22,177 ($0.44/share)

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance. We believed that Section 4(2) of the Securities Act of 1933 was available because:

	·	None of these issuances involved underwriters, underwriting discounts or commissions.

	·	Restrictive legends were and will be placed on all certificates issued as described above or noted in our Transfer Agent records.

	·	The distribution did not involve general solicitation or advertising.

	·	The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

All of these investors had access to our SEC filings plus the opportunity to obtain additional information upon request.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

Exhibit No.		Document Description

31.1		CERTIFICATION of CEO 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 CEO 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**

_________________

*	This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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, a Texas corporation

TITLE	NAME	DATE	SIGNATURE

Principal Executive Officer	Chad Sykes	August 19, 2016	/s/ Chad Sykes

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE

NAME

TITLE

DATE

/s/ Chad Sykes

Chad Sykes

Principal Executive Officer,

Principal Financial Officer and

Principal Accounting

August 19, 2016