Indoor Harvest Corp - Quarter Report: 2017 June (Form 10-Q)

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, 2017

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

For the transition period from ___________ to ___________

Commission File Number:

5300 East Freeway Suite A

Houston, Texas 77020

(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) 

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.

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 August 14, 2017, there were 16,823,352 shares issued and outstanding of the registrant's common stock.

INDOOR HARVEST CORP

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

The Accompanying Notes are an Integral Part of these Financial Statements

The Accompanying Notes are an Integral Part of these Financial Statements

The Accompanying Notes are an Integral Part of these Financial Statements

The Accompanying Notes are an Integral Part of these Financial Statements

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 transitioned in the first half of 2017 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.

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 SEC on April 17, 2017.

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 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 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, 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 in 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 6).

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 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 June 30, 2017 and December 31, 2016.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with 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.

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 six months ended June 30, 2017 and 2016, respectively:

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. ASC 820 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:

Carrying amounts reported in 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 June 30, 2017 and December 31, 2016, respectively, and convertible notes payable of $202,800 and $122,383 at June 30, 2017 and December 31, 2016, respectively.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740 “Income Taxes,” which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse.

ASC 740 establishes a more likely than not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation.

Tax years 2016, 2015, 2014, 2013, 2012 and 2011, remain subject to examination by the 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:

__________

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

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

Intangible Assets

The Company's intangible assets consist of the domain name and is accounted for as an indefinite lived intangible asset in accordance with ASC 350 "Goodwill and Other Intangible Assets" ("ASC 350"). It also includes software and is amortized over a 3-5-year period.

Intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairment charges taken during the six months ended June 30, 2017 and 2016.

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

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 six months ended June 30, 2017 and 2016 are as follows:

Advertising Expense

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

Reclassifications

Certain balance sheet items have been reclassified at December 31, 2016 to conform to the reporting format adopted at June 30, 2017.

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 Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) providing new lease accounting guidance. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). The FASB has issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.

Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.

For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period.

The FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendment clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendment does not change the core principle of the guidance in Topic 606.

The effective date and transition requirements for the amendment is the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The effective date for nonpublic entities is deferred by one year.

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 June 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.

NOTE 2 - GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $1,780,636, net cash used in operations of $988,218 and has an accumulated deficit of $5,777,408, for the six months ended June 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:

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 - PROPERTY AND EQUIPMENT

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

Depreciation expense for the six months ended June 30, 2017, totaled $25,402.

 NOTE 4 - COMMITMENTS & CONTINGENCIES

Alamo CBD and Vyripharm Joint Venture

On January 3, 2017, the Company signed a binding letter of intent with Alamo CBD, LLC (“Alamo CBD”) to enter discussions to combine and create a medical cannabinoids pharmaceutical group. Pursuant to the terms, the Company was required as a precondition, to raise, as necessary, up to $1,000,000 in capital by February 15, 2017, to pay off all existing debt, including convertible notes, owed by the Company. On February 15, 2017, the Company and Alamo CBD extended the terms of the preconditions until March 15, 2017.

On March 23, 2017 (the “Effective Date”), the Company entered into a Contractual Joint Venture Agreement by and between Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, collectively the Parties, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture” or “JV”). 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:

The initial term of the Joint Venture as set forth in the JV Agreement was five (5) years following the Effective Date, and the JV Agreement could be extended beyond the Initial Term by mutual consent of the Parties.

Pursuant to the JV Agreement, IHI agreed to contribute a total of $5,000,000 based on $1,000,000 per year for each of the first five (5) years of the Initial Term. The first payment of $1,000,000 would be paid to Vyripharm no later than four (4) days following the Effective Date, and the remaining four (4) annual payments would be paid by IHI to Vyripharm on each of the following one (1) year anniversaries of the Effective Date.

As set forth in the JV Agreement, if IHI failed to timely pay the initial $1,000,000, the JV Agreement would terminate and neither Party would have further obligation to the other. If IHI failed to pay the second $1,000,000 payment within thirty (30) days following the second anniversary of the Effective Date, then the JV Agreement would terminate and Alamo CBD would forfeit four-fifths (4/5) of its revenue share from any product that had been developed or would be subsequently developed by Vyripharm using the cannabis oil and/or processes supplied to Vyripharm by IHI. If IHI failed to pay the third $1,000,000 payment within thirty (30) days following the third anniversary of the Effective Date, then the JV Agreement would terminate and IHI would forfeit three-fifths (3/5) of its revenue share from any product that had been developed or would subsequently be developed by Vyripharm using the medical cannabis oil and/or processes supplied to Vyripharm by IHI. If IHI fails to pay the fourth $1,000,000 payment within thirty (30) days following the fourth anniversary of the Effective Date, then the JV Agreement would terminate and IHI would forfeit four-fifths (2/5) of its revenue share from any product that had been developed or would be subsequently developed by Vyripharm using the medical cannabis oil and/or processes supplied to Vyripharm by IHI. If IHI fails to pay the fifth $1,000,000 payment within thirty (30) days following the fifth anniversary of the Effective Date, then the JV Agreement would terminate and IHI would forfeit one-fifth (1/5) of its revenue share from any product that had been developed or was subsequently developed by Vyripharm using the medical cannabis oil and/or processes supplied to Vyripharm by IHI. Except for cost sharing for the filing of, prosecuting and maintaining any joint patent applications pursuant to Paragraph 6 of this Agreement, and unless the Parties mutually agree, IHI will have no further financial obligations under the JV Agreement during the Initial Term, and the Parties must bear their own costs in carrying out their respective responsibilities under this Agreement.

Note: Based on the described fees and schedule that Vyripharm must attain with the institutions in the TMC, the Company can only accept a payout structure of the first $1,000,000 under the following three scenarios:

The Company was paid the initial $250,000 down payment as required by the Agreement during the three months ending March 31, 2017. On June 30, 2017, Indoor Harvest, Alamo CBD and Vyripharm entered into discussions to amend and extend the payment terms under the Joint Venture for the 2^nd and future payment obligation due to the group not being awarded a provisional license to produce cannabis in Texas under the Compassionate Use Program. The Joint Venture group placed 16th out of 43 applicants and its application is currently considered pending by the Department of Public Safety (“DPS’). To date, the DPS has conditionally approved the first three applicants to proceed with development of their operations under the Compassionate Use Program.

On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Joint Venture. Indoor Harvest 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 Indoor Harvest, or Alamo CBD, obtained license to produce cannabis. As such, Indoor Harvest recorded a loss on investment of the joint venture as of June 30, 2017 of $250,000 as presented in the Condensed Statements of Operations.

Deferred Rent

Deferred rent payable at June 30, 2017 was $7,376. 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 six months ended June 30, 2017 and 2016, were:

NOTE 5 - CONCENTRATIONS

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

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

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

NOTE 6 - WORK IN PROCESS

Work in progress as of June30, 2017 and December 31, 2016, consisted of the following:

NOTE 7 - NOTE PAYABLE

NOTE 8 - DEBT AND CONVERTIBLE LOAN PAYABLE

Convertible Note Payable

On March 20, 2017, the Company settled $225,500 in principal and interest, plus 115% multiplied by the principal amount of $225,500 plus accrued interest of $8,846 on the principal amount of 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 settled $275,000 in principal and interest, plus 115% multiplied by the principal amount of $275,000 plus accrued interest of $7,333 on the principal amount of a promissory note with FirstFire Global Opportunities Fund, LLC originally dated October 19, 2016 and December 12, 2016. The Company settled the amount owed 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 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 Note”), relating to the issuance and sale of notes of $550,000 in aggregate principal amount including $250,000 actual payment of purchase price plus a 10% original issue discount.

The Tangiers Note carry interest on the unpaid principal amount at the rate of 8% per annum. Any principal amount or interest which is not paid when due shall bear interest at the rate of 18% per annum from the due date until the same is paid. The Tangiers Note matures on November 24, 2017 and may be prepaid in whole or in part except otherwise explicitly set forth in the Tangiers 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 following:

After 180 days from the effective date of this note may not be prepaid.

The Tangiers Note converts 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) 65% multiplied by the lowest sales price of the common stock in a public market during the fifteen (15) consecutive trading day period immediately preceding the trading day that the Company receives a Notice of Conversion (as defined in the Tangiers Note). For the six months ended June 30, 2017, the Company received $275,000 proceeds less $25,000 in original issuance discount fee pursuant to the terms of this convertible note. For convertible debt, the convertible was not in default as of June 30, 2017, as a result, the Company recorded a BCF and related debt discount.

For the three and six months ended June 30, 2017, the Company accrued $5,485 and $5,907, respectively, in accrued interest related to outstanding the note.

Debt Discount and Original Issuance Costs for Convertible Note

During the six months ended June 30, 2017 and 2016, the Company recorded debt discounts and original issuance costs totaling $120,333 and $176,916, 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 $200,750 and $96,152 to interest expense during the six months ended June 30, 2017 and 2016, respectively.

Debt Issuance Costs for Convertible Note

During the six months ended June 30, 2017 and 2016, the Company paid debt issuance costs totaling $0 and $10,000, respectively.

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

Debt Discount for Promissory Note

During the six months ended June 30, 2017 and 2016, the Company recorded debt discount of $0 and $0, respectively.

The Company amortized $15,715 and $0 to interest expense during the six months ended June 30, 2017 and 2016, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS

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.

NOTE 10 - STOCKHOLDERS' DEFICIT

Series A Convertible Preferred Stock

During the third quarter 2016, the Company initiated a subscription agreement to offer accredited investors up to 1,000,000 units (“Unit”) of security, where each Unit consists of one (1) share of Series A Convertible Preferred Stock and one (1) Series A Warrant. The price per Unit is $0.50 for a maximum aggregate of 1,000,000 Units and maximum aggregate proceeds of $500,000. The stated value of each preferred stock is $0.50 and there are no dividends on the Series A Convertible Preferred Stock. The Warrants are exercisable at $0.50 per share and shall be exercisable for a period of one year.

From August 15 to August 29, 2016, the Company subscribed 250,000 Units to three (3) investors for total proceeds of $125,000. During the six months ended June 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 Series A Preferred Stock Designation. This waives and removes what is known as “full ratchet protection” provisions for adjustments in the Conversion Price and formula. 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 416,667 shares of common stock.

From April 26, 2017 through May 3, 2017, the Company sold 750,000 shares of Series A Preferred Common Stock to thirteen (13) U.S. accredited investors at $0.40 per share for cash totaling $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 8).

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.

Common Stock Warrants

On September 26, 2016, the Company entered a promissory note with Chuck Rifici Holdings, Inc. (“Rifici Note”), 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 8).

For the six months ended June 30, 2017, the following warrants were outstanding:

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

Lattice Binomial model was used to value aggregate intrinsic value.

NOTE 11 - SUBSEQUENT EVENTS

On August 3, 2017, the Company formed Alamo Acquisition, LLC, a Texas limited liability Company, in which Indoor Harvest Corp 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 Indoor Harvest Corp, a Texas corporation, Alamo Acquisition LLC., a Texas Limited Liability Company, and Alamo CBD, LLC, a Texas Limited Liability Company.

On August 9, 2017, Chad Sykes, the Company’s founder and largest shareholder canceled and returned to the unissued and authorized shares of the Company, 2,500,000 shares of the Company common stock. Because of the cancellation of shares, the Company currently has 16,823,352 shares of common stock outstanding.

On August 9, 2016, Mr. John Choo resigned as a Director and Chief Executive Officer in the Company. Mr. Choo'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. Choo voluntarily agreed to resign as part of that restructuring effort.

On August 9, 2017, Rick Gutshall was elected as a Director, Interim Chief Executive Officer and Chief Financial Officer of the Corporation.

On August 9, 2016, Mr. Pawel Hardej resigned as a Director in the Company. Mr. Hardej’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. Hardej voluntarily agreed to resign as part of that restructuring effort.

On August 9, 2017, Annette Knebel was elected as a Director and Chief Accounting Officer of the Corporation.

On August 9, 2016, Mr. Chad Sykes resigned as a Director and Chief Innovation Officer in the Company. Mr. Sykes’ 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. Sykes voluntarily agreed to resign as part of that restructuring effort.

On August 9, 2017, Dr. Lang Coleman was elected as a Director of the Corporation.

On August 9, 2017, John Seckman was elected as a Director and Interim-Chairman of the Corporation.

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 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 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). The Company will focus on licensing the use of our current branding, vertical farming products and services to Civic Farms, LLC and Bright Orchard Developments, Ltd., through non-exclusive reseller agreements

Current Business and Operations

Indoor Harvest Corp, 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 lease and license its patent pending high pressure aeroponic cultivation systems and methods to producers of cannabis.

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.

The Company generates revenue from vertical farm rack system sales and aeroponic fixture sales. Our products are designed to produce 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.

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. 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 being a fully reporting company with the Securities and Exchange Commission.

Active Potential Acquisition Plans and Status; Changes in Business Operations

On January 3, 2017, the Company signed a binding letter of intent with Alamo CBD, LLC (“Alamo CBD”) to enter discussions to combine and create a medical cannabinoids pharmaceutical group. Pursuant to the terms, the Company was required as a precondition to moving forward with the proposed transaction, to raise, as necessary, up to $1,000,000 in capital by February 15, 2017, to pay off all existing debt, including convertible notes, owed by the Company and to complete a spin-off of the Company’s produce related operations. On February 15, 2017, the Company and Alamo CBD extended the deadline until March 15, 2017.

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 17 U.S. accredited investors at $0.40 per share for cash totaling $824,000 and the Company and Alamo CBD agreed that sufficient capital had been raised to meet preconditions. The Company and Alamo CBD executed an Agreement and Plan of Merger and Reorganization on August 4, 2017 which is summarized below:

The Agreement includes customary representations, warranties and covenants of the Company, Alamo CBD and the Members made solely for the benefit of the parties to the Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Company, Alamo CBD and the Members and may be subject to important qualifications and limitations agreed to by the Company, Alamo CBD and the Members regarding the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or may have been used for purposes of allocating risk among the Company, Alamo CBD and the Members rather than establishing matters as facts. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants in the Agreement or any description thereof as characterizations of the actual state of facts of the Company, Alamo CBD and the Members or any of their respective subsidiaries or affiliates.

The Company has also agreed to customary covenants governing the conduct of its business, including an obligation to conduct its business in the ordinary and usual course consistent with past practice through the closing of the transactions contemplated by the Agreement.

Completion of the transactions contemplated by the Agreement is anticipated to occur on or before August 15, 2017, although there can be no assurance the Merger will occur within the expected timeframe or at all.

Contractual Joint Venture with Alamo CBD, LLC and Vyripharm Enterprises, LLC

On March 23, 2017, the Company entered into a Contractual Joint Venture Agreement by and between Indoor Harvest Corp, Vyripharm Enterprises, LLC (“Vyripharm”) and Alamo CBD, collectively the Parties, pursuant to which the parties agreed to participate in an unincorporated joint venture (the “Joint Venture”). The initial term of the Joint Venture would have been five (5) years following the effective date, and the Agreement may have been extended beyond the initial term by mutual consent of the Parties. The Company paid an initial downpayment of $250,000 under the agreement on Marcy 30, 2017. The next required payment was to be $250,000 by June 30, 2017 and additional $500,000 by December 31, 2017.

On June 30, 2017, Indoor Harvest, Alamo CBD and Vyripharm entered into discussions to amend and extend the payment terms under the Joint Venture due to the group not being awarded a provisional license to produce cannabis in Texas under the Compassionate Use Program. The Joint Venture group placed 16th out of 43 applicants and its application is currently considered pending by the Department of Public Safety (“DPS’). To date, the DPS has conditionally approved the first three applicants to proceed with development of their operations under the Compassionate Use Program.

On August 7, 2017, after negotiations, the Company advised Vyripharm that it intended to voluntarily default on the Joint Venture and the Company wrote off the $250,000 down payment towards the Joint Venture investment. Indoor Harvest 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 Indoor Harvest, or Alamo CBD, obtained license to produce cannabis.

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 between the parties.

On July 10, 2017, Indoor Harvest Corp 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. The Company currently has pending agreements to resell the Company’s products by Civic Farms, LLC and Bright Orchard Developments, Ltd.

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 June 30, 2017 we generated revenue of $0 with cost of sales of $2,694 resulting in gross loss of $2,694. 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 and gross margin of 32%. For the six months ended June 30, 2017 and June 30, 2016, we generated revenue of $0 with cost of sales of $14,429 resulting in gross loss of $14,429 and revenue of $62,166 with cost of sales of $43,921, resulting in gross income of $18,245, respectively.

For the three months ended June 30, 2017, we incurred $420,459 of operating expenses compared to $428,262 of operating expenses for the three months ended June 30, 2016. This represents a 13% decrease quarter over quarter. The decrease in our operating expenses was primarily due to decreases in payroll costs and reduced operational activities. For the six months ended June 30, 2017 and June 30, 2016, we incurred $1,147,284 and $744,596, respectively, in operating expenses. The increase in our operating expenses were due primarily 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 our pending acquisition of Alamo CBD.

Our expenses related to research and development for the three months ended June 30, 2017 and 2016 were $887 and $5,641, respectively, representing an 84% decline quarter over quarter. Our expenses related to research and development for the six months ended June 30, 2017 and June 30, 2016 were $1,625 and $8,672, 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 June 30, 2017, we had total liabilities of $291,542, while at June 30, 2016, we had total liabilities of $450,908, representing a 35% decrease quarter over quarter. The decrease was the result of recapitalization and repayment of debt.

Deferred rent payable at June 30, 2017 was $7,376. 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, 2017, we had $77,959 in total current assets and current liabilities of $275,432. Accordingly, our working capital deficit at June 30, 2017 was $197,473.

Operating activities used $988,218 in cash for the six months ended June 30, 2017, as compared with $340,679 used for the six months ended June 30, 2016, representing a 190% increase quarter over quarter. 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 pending acquisition of Alamo CBD.

Investing activities for the six months ended June 30, 2017 used $550 in cash, as compared with using $5,798 for the six months ended June 30, 2016, representing a 91% decrease quarter over quarter. The reduction of cash used in investing activities is primarily related to the completion of the Tweed project during 2017.

Financing activities for the six months ended June 30, 2017 generated $970,193 in cash, as compared with $277,013 for the six months ended June 30, 2016, representing a 250% increase quarter over quarter. Proceeds from financing activities consisted primarily of proceeds from the issuance of common stock for cash and the proceeds from demand notes.

Cash Requirements: Current Operational Activities

We have begun cost cutting measures because of our business plan changes and have reduced our average monthly cash burn rate by 31%. Our estimated minimum day-to-day operational costs, exclusive of those costs in our Plan of Potential Future Operations for the next 12 months, as set forth before, are estimated to be approximately $332,112 to maintain current operational activities during the next 12 months. Our minimal annual operating expenses includes $250,000 in payroll expenses, our lease agreement for our 10,000-sq. ft. facility of $58,512 per year, our estimated annual utility expenses of $10,800 and $12,800 in miscellaneous operating expenses. In addition, we anticipate approximately $75,000 in costs related to maintaining our publicly traded status over the next 12 months.

Cash Requirements: Potential Future Planned Operational Activities

As of the date of this report, the Company is currently finalizing agreements and is in discussions with investors and partners to construct a demonstration farm using the Company’s aeroponic technology and to develop and construct a commercial cannabis production facility in Colorado. 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.

Existing Cash and Operational Cash Flow

As of August 14, 2017, we had $39,100 in cash and $4,349 in available credit facilities. We are actively engaged in a number of current projects which are generating cash flow. However, we have no final agreements concerning these potential future projects and we may not ever secure final agreements.

Chuck Rifici Holdings Note for $204,000

On September 26, 2016, we entered into a Promissory Note (“Rifici Note”) and Warrant Purchase Agreement (“Rifici Warrant”) with Chuck Rifici Holdings, Inc, a Canadian Corporation. The Rifici Note consisted of $225,500 in aggregate principal amount including $204,000 actual payment of purchase price plus a 10% original issue discount. The Rifici Warrant consisted of an aggregate total of 250,000 common stock warrants to purchase common stock for $0.30 for a period of 12 months. The Rifici Note was issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation S of the Securities Act of 1933, as amended for the above issuances to non-US citizens or residents. On March 20, 2017, the Company settled in cash $269,498 in principal, interest and prepayment penalties on the Rifici Note. The Company was released from any further liability under this Rifici Note upon payment of this amount.

FirstFire October Note for $125,000

On October 19, 2016, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC, relating to the issuance and sale of a promissory note of $137,500 in aggregate principal amount including $125,000 actual payment of purchase price plus a 10% original issue discount (“FirstFire October Note”).

On March 20, 2017, the Company settled $177,604 in principal, interest and prepayment penalties on the FirstFire October Note by paying $77,604 in cash and by issuing 333,333 shares of common stock at the fixed conversion price of $0.30 per share for a total value of $100,000. The Company was released from any further liability under the FirstFire October Note upon delivery of these amounts of cash and stock.

FirstFire December Note for $125,000

On December 14, 2016, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC, relating to the issuance and sale of a promissory note of $137,500 in aggregate principal amount including $125,000 actual payment of purchase price plus a 10% original issue discount (“FirstFire December Note”)

On March 20, 2017, the Company settled $175,313 in principal, interest and prepayment penalties on the FirstFire December Note by paying $175,313 in cash. The Company was released from any further liability under this FirstFire December Note upon payment of this amount.

Rule 506(b) Private Common Stock Offering

From February 22, 2017 through March 15, 2017, the Company sold 2,060,000 shares of common stock to seventeen (17) U.S. accredited investors at $0.40 per share for cash totaling $824,000. The common stock was issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

From April 26, 2017 through May 3, 2017, the Company sold 750,000 shares of common stock to thirteen (13) U.S. accredited investors at $0.40 per share for cash totaling $300,000.

Tangiers 8% Fixed Convertible Promissory Note for $550,000

On March 24, 2017, the Company issued and sold an 8% fixed convertible promissory note to Tangiers Global, LLC (“Tangiers Note”), a Wyoming limited liability Company, in the aggregate principal amount of up to $550,000, with an initial consideration of $275,000 in aggregate principal amount including $250,000 actual payment of purchase price plus a 10% original issue discount.

Convertible Note

On the Closing Date, the Company issued the Tangiers Note in the aggregate $550,000 in face value, which will, by the principal terms:

Events of Default

Subject to applicable cure periods and delivery of written notice to the Company if applicable, the Tangiers Note will become immediately due and payable upon occurrence of an event of default (as defined in the Tangiers Note) and the conversion price shall be adjusted as set forth in the Tangiers Note if applicable.

The Tangiers Note was issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Rule 506(b) Private Series A Convertible Preferred Stock Offering

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

The Series A Convertible Preferred Stock was issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Meeting Cash Requirements

Based upon the assumption of our monthly current operational burn rate remaining unchanged during the fiscal year, exclusive of the costs related to our Planned Operations for the next 12, months as set forth above, the Company currently believes that it has sufficient operating capital with a combination of funding sources described above to continue our current operations for the next 12 months. There is no assurance, however, that we will obtain the anticipated funds from our funding sources. If we do not obtain additional 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. During the six months ended June 30, 2017, the Company laid-off two employees and began cost cutting measures in anticipation of our potential combination with Alamo CBD, LLC.

We cannot guarantee we will be successful in our business operations, both current and potential future operations as described above. Further, 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 2017. 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, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

January 16, 2017, we issued 145,740 shares of common stock related to a Director Agreement with Pawel Hardej.

January 16, 2017, we issued 41,640 shares of common stock related to a Director Agreement with John Zimmerman.

January 16, 2017, we issued 62,460 shares of common stock related to a Director Agreement with John Choo.

January 17, 2017, we issued 800,000 shares of common stock to Lyons Capital, LLC for a six-month consulting and road show services agreement.

From February 22, 2017 through March 15, 2017, the Company sold a total of 2,060,000 shares of common stock to 17 U.S. accredited investors at $0.40 per share for cash totaling $824,000.

On March 20, 2017, the Company's Series A Preferred Convertible Stock shareholders ("Series A Holders") each voted to remove the provisions of Section 5(iii) of the Series A Preferred Stock Designation. This action eliminated the “full ratchet protection” provision for adjustment in the conversion price and formula. Series A Holders agreed individually and 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 416,667 shares of common stock.

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

On March 20, 2017, the Company settled $177,604 in principal, interest and prepayment penalties on a Promissory Note with FirstFire Global Opportunities Fund, LLC originally dated October 19, 2016. The Company settled the amount owed by paying $77,604 in cash and by issuing 333,333 shares of common stock at the fixed conversion price of $0.30 per share for a total value of $100,000. The Company was released from any further liability under the FirstFire Global Opportunities Fund, LLC Note upon delivery of these amounts of cash and stock.

On March 24, 2017, the Company issued and sold an 8% Fixed Convertible Promissory Note to Tangiers Global, LLC, a Wyoming limited liability Company, in the aggregate principal amount of up to $550,000, with an initial consideration of $275,000 in aggregate principal amount including $250,000 actual payment of purchase price plus a 10% original issue discount.

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.

The foregoing securities were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

______________ 

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

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.