TWO RIVERS WATER & FARMING (TURV) 10-K 28 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 19, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	TWO RIVERS WATER & FARMING Co
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,302,946
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		26,980,811
Entity Public Float			$ 21,051,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY

Statement of Financial Position

Statement of Financial Position - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 521	$ 1,934
Accounts Receivable, Net, Current	110	112
Accounts Receivable, Related Party	910
Farm Product	81	21
Other Assets, Current	51	61
Assets, Current	1,673	2,128
Assets, Noncurrent
Property, Plant and Equipment, Gross	1,949	2,162
Land	5,154	5,281
Water assets	31,550	31,344
Greenhouse and Infrastructure	1,827
Construction in progress	4,684	1,081
Intangible assets, net	917	957
Other Assets, Noncurrent	135	77
Assets, Noncurrent	46,216	40,902
Assets	47,889	43,030
Liabilities, Current
Accounts Payable, Current	367	166
Preferred Shares and Dividends Payable, Current	1,341	513
Notes Payable, Current	11,068	3,284
Accrued Liabilities, Current	359	286
Liabilities, Current	13,135	4,249
Liabilities, Noncurrent
Other Long-term Debt, Noncurrent	3,630	10,086
Liabilities	16,765	14,335
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	27	27
Additional Paid in Capital, Common Stock	73,702	73,217
Retained Earnings (Accumulated Deficit)	(73,517)	(67,360)
Stockholders' Equity Attributable to Noncontrolling Interest	30,912	22,811
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	31,124	28,695
Liabilities and Equity	$ 47,889	$ 43,030

Statement of Financial Positio3

Statement of Financial Position - Parenthetical - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Balance Sheets
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	26,980,811	26,524,538
Common Stock, Shares Outstanding	26,980,811	26,524,538

Statement of Income

Statement of Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues
Farm Revenue	$ 2,413	$ 2,405
Lease-Related Party	947
Member Assessments	10	16
Other Revenue, Net	68	15
Revenues	3,438	2,436
Cost of Revenue
Direct cost of revenue	3,060	2,994
Cost of Revenue	3,060	2,994
Gross Profit	378	(558)
Operating Expenses
General and Administrative Expense	2,051	2,364
Depreciation	559	509
Operating Expenses	2,610	2,873
Operating Income (Loss)	(2,232)	(3,431)
Nonoperating Income (Expense)
Gain (Loss) on Disposition of Intangible Assets	101
Other Nonoperating Income (Expense)	(3)	(2)
Nonoperating Income (Expense)	98	(2)
Interest and Debt Expense
Interest Expense	1,520	1,050
Warrant expense	86	81
Extinguishment Of Debt Amount		108
Interest and Debt Expense	1,606	1,239
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(3,740)	(4,672)
IncomeTaxExpenseBenefitContinuingOperationsAbstract
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(3,740)	(4,672)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(6)	6
Net Income (Loss) Attributable to Parent	(3,746)	(4,666)
OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract
Preferred dividends	(2,411)	(1,643)
ComprehensiveIncomeNetOfTax	$ (6,157)	$ (6,309)
Earnings Per Share
Weighted Average Number of Shares Outstanding, Basic	26,782	25,966
Weighted Average Number of Shares Outstanding, Diluted	26,782	25,966

Statement of Cash Flows

Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (6,157)	$ (6,309)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation, Depletion and Amortization	519	471
Amortization	40	40
Warrant and Options Modification Expense	86	50
Loss on disposal of assets	(101)	(3)
Gains (Losses) on Extinguishment of Debt		55
(Loss) Income Attributable to Noncontrolling Interest	6	(6)
Impairment of Asset		34
Interest Expense Written Off		38
Stock based compensation and warrants expense	118	146
Issuance of Stock and Warrants for Services or Claims	1,458	588
Accretion Of Discount	245	23
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	(3,786)	(4,873)
Increase (Decrease) in Operating Assets
Decreae (increase) in advances & accounts receivable	(907)	(58)
Increase in farm products	(59)	8
Increase (Decrease) in Prepaid Expense and Other Assets	(50)	47
Increase (Decrease) in Other Operating Assets
Increase (Decrease) in Operating Assets	(1,016)	(3)
Increase (Decrease) in Operating Liabilities
Increase (Decrease) in Accounts Payable	202	118
Increase (Decrease) in Accrued Liabilities	1,439	386
Increase (Decrease) in Operating Capital	1,641	504
Net Cash Provided by (Used in) Operating Activities	(3,161)	(4,372)
Net Cash Provided by (Used in) Investing Activities
Proceeds from Sale of Property, Plant, and Equipment	(96)	(284)
Purchase of land, watershares, infrastructure	(352)	(303)
Payments to Acquire Projects	(3,603)	(1,081)
Transfer of Construction in Progress to Finished Greenhouse	(1,827)
Payments to Acquire Investments		(9)
Net Cash Provided by (Used in) Investing Activities	(5,878)	(1,677)
Net Cash Provided by (Used in) Financing Activities
Proceeds from Issuance of Long-term Debt		1,870
Proceeds from (Repayments of) Notes Payable	(823)	(499)
Proceeds from (Repayments of) Other Long-term Debt	4,580	4,363
Proceeds from (Repayments of) Long-term Debt and Capital Securities	3,869	180
Net Cash Provided by (Used in) Financing Activities	7,626	5,914
Cash and Cash Equivalents, Period Increase (Decrease)	(1,413)	(135)
Cash and Cash Equivalents, at Carrying Value	1,934	2,069
Cash and Cash Equivalents, at Carrying Value	$ 521	$ 1,934

Statement of Shareholders' Equi

Statement of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Preferred Stock	Common Stock	Additional Paid-in Capital	Non-controlling interest	Retained Earnings	Total
Stockholders' Equity at Dec. 31, 2013	$ 2,851	$ 25	$ 60,220	$ 9,971	$ (47,449)	$ 25,618
Shares, Outstanding at Dec. 31, 2013	3,794	24,879
Stock Issued During Period, Value, New Issues	$ (2,851)	$ 2	12,824			9,975
Stock Issued During Period, Shares, New Issues	(3,794)	1,645
AdjustmentsToAdditionalPaidInCapitalOther			173	12,840	(13,602)	(589)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest					(6,309)	(6,309)
Stockholders' Equity at Dec. 31, 2014		$ 27	73,217	22,811	(67,360)	28,695
Shares, Outstanding at Dec. 31, 2014		26,524
Stock Issued During Period, Value, New Issues			399			399
Stock Issued During Period, Shares, New Issues		457
AdjustmentsToAdditionalPaidInCapitalOther			86	8,101		8,187
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest					(6,157)	(6,157)
Stockholders' Equity at Dec. 31, 2015		$ 27	$ 73,702	$ 30,912	$ (73,517)	$ 31,124
Shares, Outstanding at Dec. 31, 2015		26,981

Note 1 - Organization and Busin

Note 1 - Organization and Business	12 Months Ended
	Dec. 31, 2015
Notes
Note 1 - Organization and Business	NOTE 1 – ORGANIZATION AND BUSINESS The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “Two Rivers,” or the “Company” is to Two Rivers Water & Farming Company and its subsidiaries. Corporate Evolution Prior to 2009, the Company was named Navidec Financial Services, Inc. (“Navidec”) and had been engaged in mortgage lending and other enterprises unrelated to its current lines of business. Navidec was incorporated in the state of Colorado on December 20, 2002. On July 28, 2009, Navidec formed a wholly-owned Colorado corporation for the purpose of acquiring farm and water assets in the Colorado Huerfano/Cucharas watershed. On November 19, 2009, with shareholder approval, Navidec changed its name to Two Rivers Water Company. On December 11, 2012, with shareholder approval, the Company changed its name to Two Rivers Water & Farming Company. On January 29, 2014, the board of directors approved a plan to reorganize our subsidiaries in a more integrated manner based on functional operations. We formed a new company, TR Capital Partners, LLC or TR Capital, which issued all of its common units to Two Rivers Water & Farming Capital. TR Capital then initiated the transactions described below under “Placement of Preferred Units”. Following the completion of those transactions in September 2014, TR Capital and our other direct and indirect subsidiaries (excluding HCIC Holdings, LLC and Huerfano-Cucharas Irrigation Company) entered into a series of related transactions as the result of which assets and operations of such other subsidiaries transferred to TR Capital. As a result of those transactions, TR Capital operates all of the operations formerly conducted by those subsidiaries. The following chart shows our current corporate organization: Overview In 2009, we began acquiring and developing irrigated farmland and associated water rights and infrastructure. As of December 31, 2015, we own 7,350 gross acres. Gross acres owned decreased from 7,538gross acres at December 31, 2014. We will seek to expand our holdings by strategically acquiring or leasing irrigable farmland in the Arkansas River Basin. We intend to develop and bring into production more of our currently held gross acres as we acquire additional water rights. We also expect to increase the variety of crops we produce as we continue to expand our operations. In May, 2014, we formed GrowCo, Inc., a wholly owned subsidiary of Two Rivers through the issuance of 20,000,000 shares of common stock. On August 1, 2014 we announced that we were placing 10,000,000 GrowCo shares in a trust to be distributed to Two Rivers’ common shareholders based on four record dates (January 1, 2015; April 1, 2015; July 1, 2015, and October 1, 2015) after an effective registration statement is filed, which has not yet occured. Each record date will distribute 2,500,000 GrowCo common shares on a prorata basis of shares owned of Two Rivers’ common shares. Within GrowCo a separate Colorado limited liability company will own each greenhouse development project. On January 20, 2015 we announced that we completed the funding ($4.4 million) for the first greenhouse project consisting of a 91,000 square foot greenhouse and 15,000 square foot processing and warehouse facility on 40 acres of land. The greenhouse and facility has been pre-leased. This funding and project is referred to as GrowCo Partners 1, LLC (GCP 1), which the owner of the land, water and improvements for the first greenhouse. This greenhouse was occupied in October, 2015; however, the tenant agreed to begin lease payments as of September 1, 2015. As the greenhouse tenant expands its growing operations, the final construction of additional greenhouse bays will be completed. We anticipate that all of the greenhouse bays and the associated warehouse will be completed by April, 2016. On July 20, 2015, we announced and filed a Form D registration statement with the United States Securities and Exchange Commission, for the completion of a $4 million GrowCo debt offering, which proceeds will be used to fund the completion of the first greenhouse, build the second greenhouse and provide working capital. On October 1, 2015, we filed a Form D registration statement with the United States Securities and Exchange Commission, for the initiation of a $3.5 million GrowCo equity offering, which proceeds will be used to complete the construction of the first greenhouse, build the second greenhouse and provide working capital. Subsequently, the Company decided to change this offering to a direct investment in various assets of GrowCo via a Colorado limited liability company, GCP Super Units, LLC in a $5.5 million offering. The December 31, 2015 financial statements show this investment as non-controlling equity in GCP Super Units, LLC.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes
Note 2 - Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Two Rivers, Huerfano-Cucharas Irrigation Company and TR Capital and its subsidiaries, Two Rivers Farms, Two Rivers Water and GrowCo. All significant inter-company balances and transactions have been eliminated in consolidation. Non-controlling Interest Below is the detail of non-controlling interest shown on the balance sheet. Year ended December 31, Entity 2015 2014 TR Capital $ 20,588,000 $ 20,740,000 HCIC 1,375,000 1,369,000 F-1 28,000 28,000 F-2 162,000 222,000 DFP 452,000 452,000 GrowCo Partners 1, LLC 3,521,000 - GCP Super Units, LLC 3,828,000 - TR Cap 20150630 Distribution, LLC 498,000 - TR Cap 20150930 Distribution, LLC 460,000 - Totals $ 30,912,000 $ 22,811,000 During the year ended December 31, 2014, investors in Two Rivers Farms F-1 (convertible notes and preferred shares), Two Rivers Farms F-2 (convertible notes and preferred shares), the Company’s preferred shares, ASF convertible notes, DFP preferred shares, Ellicott second mortgage, and the new cash investments of $6,000,000 were given the opportunity to convert into TR Capital Partners, LLC and were issued 30,159,000 TR Capital Preferred Membership units, with a NCI value of $20,740,000. The 30,159,000 TR Capital Preferred Membership units issued during the year ended December 31, 2014 are convertible into 1 common stock share of the Company and one-half warrant to purchase a share of stock of the Company. In accordance with ASC Topic 470-20, Debt (and other convertible instruments with beneficial convertible features (“BCF”), During the year ended December 31, 2015, $152,000 of TR Capital Preferred Membership units converted into Two Rivers’ common shares and $60,000 of F-2 membership units converted into Two Rivers’ common shares. Two Rivers also formed two LLC special entities (TR Cap 20150630 Distribution and TR Cap 20150930 Distribution) to provide in-kind distributions totaling $958,000 to holders of TR Capital Preferred Membership units. Below is the breakdown of the non-controlling interest share of gains (losses): Entity Year ended December 31, 2015 2014 HCIC (1) $ 6,000 $ (6,000) F-1 (2) - - F-2 (2) - - DFP (2) - - Growco Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ 6,000 $ (6,000) Notes: (1) The Company owns 95% of HCIC. (2) The terms of the preferred shares in each subsidiary allows for a participatory additional preferred share dividend of 25% of the profits derived from the assets held by the subsidiary. This participatory dividend, if any, will be recorded as a non-controlling share of the income. Reclassification Certain amounts previously reported have been reclassified to conform to current presentation. Certain labels of accounts/classifications have been changed. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Cash and Cash Equivalents For purposes of reporting cash flows, Two Rivers Water & Farming Company considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments. Concentration of Credit Risk Financial instruments that potentially subject Two Rivers to significant concentrations of credit risk include cash equivalents, marketable investments, advances and accounts receivable. The Company maintains its cash balances in the form of bank demand deposits, money market accounts that management believes to be of high credit quality. Accounts receivable are typically uncollateralized and are derived from transactions with and from customers primarily located in the United States. The Company’s farming revenue for the year ended December 31, 2015 of $2,413,000 consisted of 27 customers, with one customer representing 22%, another customer representing 20%, and another customer representing 15% of total farming revenue. All other customers were less than 10%. Fair Value of Measurements and Disclosures Fair Value of Assets and Liabilities Acquired Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: • Level 1 – • Level 2 • Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. Marketable investments are valued at Level 1 due to readily available market quotes. The fair value of the Company’s long-term debt, including the current portion approximated its carrying value. Fair value for long-term debt was estimated based on quoted market prices of the identical debt instruments or values of comparable borrowings. Accounts Receivable The Company carries its accounts receivable, net at management’s expectation of collection and past experience. As of December 31, 2015, the Company did not have an allowance for doubtful accounts receivable based on past payment performance. As of December 31, 2014, the Company had a $10,000 allowance for doubtful accounts receivable which was used in 2015. Inventories Inventory represents to lower of cost or market of farm input costs, until sold, and packaging, seeds and fertilizers not yet used. For the year ended December 31, 2015 the inventory consisted of parsnips not yet harvested (recorded at lower of cost or market)and packaging, seeds and fertilizers to be used in the next year for farming operations. For the year ended December 31,2014, the inventory only consisted of packaging, seeds and fertilizers to be used in the next year for farming operations. Capitalization of Interest As of December 31, 2015, $438,000 in preferred return has been capitalized in the construction of greenhouse 1 and 2. This mostly represents the 12% preferred return to holder of GrowCo Partners 1, LLC during the construction phase of greenhouse 1. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset which ranges from three to twenty seven and a half years. Maintenance and repairs are charged to expense as incurred; improvements and betterments are capitalized. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income. Below is a summary of premises and equipment: December 31, Asset Type Life in Years 2015 2014 Office equipment, furniture, computers 5 – 7 $ 11,000 $ 11,000 Computers 3 45,000 42,000 Vehicles 5 45,000 45,000 Farm equipment 7 - 10 1,807,000 1,648,000 Irrigation system 10 995,000 989,000 Buildings 27.5 393,000 390,000 Website 3 7,000 7,000 Subtotal 3,303,000 3,132,000 Less: Accumulated depreciation (1,354,000) 970,000 Net book value $ 1,949,000 $ 2,162,000 Land Land acquired for farming is recorded at cost. Some of the land acquired has not been farmed for many years, if not decades. Therefore, additional expenditures are required to make the land ready for efficient farming. Expenditures for leveling the land are added to the cost of the land. Irrigation is not capitalized in the cost of Land ( Property and Equipment Water rights and infrastructure Subsequent to purchase of water rights and water infrastructure, management periodically evaluates the carrying value of its assets, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there is a $30,000 impairment on the Company’s land and water shares. No amortization or depreciation is taken on the water rights. Intangibles Two Rivers recognizes the estimated fair value of water rights acquired by the Company’s purchase of stock in HCIC and Orlando. These intangible assets will not be amortized because they have an indefinite remaining useful life based on many factors and considerations, including, the historical upward valuation of water rights within Colorado. Impairments Property and Equipment Once per year we review all property, equipment and software owned by the Company and compared the net book value of such assets with the fair market value of each piece of equipment having a net book value greater than $5,000. If it is determined that the net book value is greater than the fair market value, an impairment will be recorded. If impairment is necessary, a loss on the value of the affected asset will be recorded, and the impairment will not be reversed in future periods. Land Once per year we review each parcel of land owned by the Company together with improvements to each parcel and compare the carrying cost with the fair market value. If it appears that our carrying value may be greater than the fair market value, an independent appraisal will be ordered. If the appraised value is less than our carrying value, an impairment will be recorded. If impairment is necessary, a loss on the value of our land will be recorded, and the impairment will not be reversed in future periods. Water rights and infrastructure Once per year we assess the value of the water rights held by the Company, comparing our estimated values with recent sales of comparable water rights. In the event that such assessment indicates that the carrying value is greater than the fair market value of the water rights, an impairment will be recorded. If impairment is necessary, a loss on value of our water rights will be recorded, and the impairment will not be reversed in future periods. Currently, there is a $30,000 impairment on the Company’s land and water shares. Revenue Recognition Farm Revenues Revenues from farming operations are recognized when sold into the market. All direct expenses related to farming operations are capitalized as farm inventory and recognized as a direct cost of sale upon the sale of the crops. Shipping costs invoiced to customers are shown as farm revenue. Shipping costs paid by the Company are shown in the direct cost of farm revenue. Lease Revenues – Related Party The lease between GrowCo (through its subsidiary, GCP 1) and its related party lessee, Suncanna, is classified as an operating lease. Under ASC 840-10-25-1(a) “Lease Classification Criteria” Lease revenue – related party is recognized monthly at the end of each month. Total lease payments under the 60 monthlease agreement, which are $11,151,000,is divided by the lease term. Therefore, the average lease rate per month is $186,000. This spreads the total amount of the lease payment stream over the life of the lease. As of December 31, 2015, we have advanced $203,000 to our related party tenant, Suncanna, to assist with its working capital. ASC 605-45-45 “Revenue Recognition, Prinicipal Agent Considerations” Member Assessments Once per year the HCIC board estimates HCIC’s expenses, less anticipated water revenues, and establishes an annual assessment per ownership share. One-half of the member assessment is recorded in the first quarter of the calendar year and the other one-half of the member assessment is recorded in the third quarter of the calendar year. Assessments paid by Two Rivers Water Company to HCIC are eliminated in consolidation of the financial statements. HCIC does not reserve against any unpaid assessments. Assessments due, but unpaid, are secured by the member’s ownership of HCIC. The value of this ownership is significantly greater than the annual assessments. Stock Based Compensation Beginning January 1, 2006, the Company adopted the provisions of ASC 718 and accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified. All options granted prior to the adoption of ASC 718 and outstanding during the periods presented were fully vested at the date of adoption. Income Taxes Provision for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustment to the tax provision or benefit in the period of enactment. The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2015, is not material to its results of operations, financial condition, or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2015, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2012 and later tax returns are still subject to examination. Net Income (Loss) per Share Basic net income per share is computed by dividing net income (loss) attributed to Two Rivers available to common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. The dilutive effect of the outstanding 2,369,948 RSUs, 2,014,867 options, and 17,802,908 warrants at December 31, 2015, has not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern Presentation of Financial Statements – Going Concern In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. On February 25, 2016, FASB issued a new lease accounting standard, ASU 2016-02, Leases Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Note 3 - Investments and Long-l

Note 3 - Investments and Long-lived Assets	12 Months Ended
	Dec. 31, 2015
Notes
Note 3 - Investments and Long-lived Assets	NOTE 3 – INVESTMENTS AND LONG-LIVED ASSETS Land Upon purchasing land, the value is recorded at the purchase price or fair value, whichever is more accurate. Costs incurred to prepare the land for the intended purpose, which is efficient irrigated farming, is also capitalized in the recorded cost of the land. No amortization or depreciation is taken on Land. However the land is reviewed by management at least once per year to ascertain if a further analysis is necessary for any potential impairments. Water rights and infrastructure The Company has acquired both direct flow water rights and water storage rights. We have obtained water rights through the purchase of shares in a mutual ditch company, which we did with our purchase of shares in HCIC, or through the purchase of an entity holding water rights, which we did with our purchase of the Orlando. The Company may also acquire water rights through outright purchase. In all cases, such rights are recognized under decrees of the Colorado water court and administered under the jurisdiction of the Office of the State Engineer. Upon purchasing water rights, the value is recorded at our purchase price. If a majority interest is acquired in a company holding water assets (potentially with other assets including water delivery infrastructure, right of ways, and land), the Company determines the fair value of the assets. To assist with the valuation, the Company may consider reports from a third-party valuation firm. If the value of the water rights is greater than what the Company paid then a bargain purchase gain is recognized. If the value of the water assets are less than what the Company paid then goodwill is recognized. Subsequent to purchase, management periodically evaluates the carrying value of its assets, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there are no impairments on the Company’s land and water shares. No amortization or depreciation is taken on the water rights. Construction in progress The Company has commenced construction on GrowCo’s first greenhouse. During the year ended December 31, 2014, the Company wrote off $34,000 of construction in progress that pertained to dam and water infrastructure that was previously completed and completed $310,000 for a cooling shed expansion. The ending balance of $1,081,000 represented construction in progress of the first greenhouse. During the year ended December 31, 2015, the Company transferred, as a partial completion, $1,827,000 into the first greenhouse. The Company expended $5,430,000 on greenhouse 1 and 2. Management’s current plan is to expand greenhouse 2 to be 180,000 square feet with an associated 30,000 square foot warehouse. Year ended December 31, 2015 2014 Beginning balance $ 1,081,000 $ 34,000 Additions 5,430,000 1,391,000 Finished - Transferred (1,827,000) (344,000) Ending Balance $ 4,684,000 $ 1,081,000 Intangible Assets On November 2, 2012, the Company acquired the Dionisio produce business and related equipment for $1,873,000 plus accrued interest of $30,000. The purchase price was allocated as follows: Produce business $ 1,037,000 Equipment 836,000 Prepaid interest 30,000 Ending Balance $ 1,903,000 Based on the discounted cash flow analysis and assuming the average life of a customer is 20 years, the produce business has the following values, as of December 31, 2015 and 2014: Year ended December 31, 2015 2014 Customer list $ 580,000 $ 580,000 Trade name 220,000 220,000 Residual goodwill 237,000 237,000 1,037,000 1,037,000 Less accumulated amortization (120,000) (80,000) Ending Balance $ 917,000 $ 957,000 The cost of the customer list and the trade name is amortized on a straight-line basis over 20 years. The residual goodwill will betested at least once per year for impairments. Testing can be performed more frequently if circumstances or events might indicate an impairment. Based on the 20-year life of the trade name and customer list with no value at the end of the 20 years, the yearly amount of amortization is $40,000 per year.

Note 4 - Notes Payable

Note 4 - Notes Payable	12 Months Ended
	Dec. 31, 2015
Notes
Note 4 - Notes Payable	NOTE 4 – NOTES PAYABLE HCIC Seller Carry Back Notes Beginning on September 17, 2009, Two Rivers began acquiring shares in HCIC and related land from a HCIC shareholder. As part of these acquisitions, many of the sellers financed notes payable with Two Rivers and HCIC. As of December 31, 2012, these loans totaled $7,364,000. The notes carry interest at 6% per annum, interest payable monthly, the principal amounts were due at various dates from March 31, 2013 through September 30, 2015, and are collateralized by HCIC shares and land. In June 2013, the Company negotiated an extension on holders representing $6,164,000 of the seller carry back notes. Previously these amounts were due either August or September, 2013. The holders of the notes agreed to extend the due date to June 30, 2016. In exchange for this extension, the Company increased the principal balance by 20% from $6,164,000 to $7,397,000, paid 5.43% against the principal and agreed to begin paying monthly interest and principal at a 20-year amortization rate. Holders representing $3,181,000 of the notes held conversion rights into the Company’s common shares at $1.00 to $1.25. These conversions were cancelled and replaced by 5-year warrants at $3.00 per share. A total of 1,367,000 warrants were issued. The warrants issued had a fair value of $277,000 using the Black Scholes method of fair value determination. Pursuant to ASC 470-50-40-10, testing was performed by management on whether the new note structure constituted a debt extinguishment and issuance of new debt. Management determined that this note modification qualified as a debt extinguishment. Therefore ASC 820 was used to determine the fair value of the new debt issued. The fair value, using a 10% discount factor for the present value analysis of the new cash flow stream and fair value of the warrants issued determined the fair value of the new debt to be $7,037,000. Compared to the prior debt value of $6,164,000, the fair value produced a one-time $873,000 loss, recorded in the fourth quarter of 2013. Additionally, a discount on the HCIC debt was recorded in the quarter ended December 31, 2013 for $637,000, which will be amortized using an effective interest rate of 10% over the three year term. As of December 31, 2015, the related debt issuance cost, with an effective interest rate of 10%, was recorded at $127,000, thereby making $7,246,000 in principal due. Of the principal due, $6,752,000 is due June 30, 2016. The Company is attempting to locate new financing alternatives to pay the amounts due on June 30, 2016 and will also offer existing holders an extension. Orlando Seller Carry Back Note On January 28, 2011, the Company purchased water storage and direct flow from the Orlando Reservoir No. 2 Company, LLC (“Orlando”) for $3,100,000, which consisted of a cash payment of $100,000 and a seller financed note payable of $3,000,000. The note was due January 28, 2014. In July 2011, the Company and Orlando renegotiated the purchase of the Orlando LLC for 650,000 of the Company’s common stock, a $1,412,500 cash payment and a seller carry back note of $187,500. In 2014 the Company decided that the land securing the $187,500 is not strategic to its operations. Therefore, for the year ending December 31, 2015, Company exchanged land held as collateral for the Orlando seller carry back note for the cancellation of the $187,500 note. Due to the waiver of accrued interest, the Company recorded a gain of $101,000 for this exchange. Series B Convertible Debt The $25,000 Series B convertible debt was paid by the Company, in full including the accrued interest, in January, 2016. Colorado Water Conservation Loan (“CWCB”) On March 5, 2012 the Company closed long-term financing with the Colorado Department of Natural Resources, Colorado Water Conservation Board in the amount of $1,185,000 (the “CWCB Loan”). This loan partially finances the rehabilitation of the Cucharas Reservoir to bring it into safety compliance with the Colorado State Engineers office. Further, the CWCB Loan assisted with the rehabilitation of the Orlando facilities. There was a $12,000 service fee due upon closing. This amount is being amortized over the expected life of the CWCB Loan, which is 20 years with interest fixed at 2.5% per annum. During the year ended December 31, 2015, the Company paid an additional $210,000 toward the CWCB Loan principal in order to release CWCB’s lien on 157 acres being used to build GrowCo greenhouses. As of December 31, 2015 and 2014, the amounts outstanding under the CWCB Loan totaled $845,000 and $1,104,000, respectively. FirstOak Bank – Dionisio Purchase The cost of the Dionisio land/water acquisition was $1,500,000, of which $900,000 was financed by FirstOak Bank and $600,000 was paid in cash. The terms of the FirstOak loan is at 1% above the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks known as the Wall Street Journal Prime Rate (3.50% as of December 31, 2015 and 3.25% as of December 31, 2014), subject to a minimum of 6% per annum. The FirstOak loan is secured by the Dionisio assets, which include 146 shares of the Bessemer Irrigation Ditch Company (“BIDC”). There are five annual payments of $76,000 due each December 15 commencing December 15, 2012. A balloon payment of all accrued interest and outstanding principal is due June 15, 2017. As of December 31, 2015 and 2014, the amounts outstanding under the FirstOak loan totaled $771,000 and $800,000, respectively. In May 2014, the Company also borrowed $176,000 to purchase additional farmland. The loan is at 1.5% above the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks known as the Wall Street Journal Prime Rate, subject to a minimum of 6% per annum. The FirstOak loan is secured by 9 BIDC shares, well permits and water leases. There are five annual payments of $15,000 due each December 15 commencing December 15, 2014. A balloon payment of all accrued interest and outstanding principal is due December 5, 2018 of $160,000. As of December 31, 2015 and 2014, the amounts outstanding under the FirstOak loan totaled $162,000 and $167,000, respectively. Seller Carry Back – Dionisio On November 2, 2012, the Company acquired the Dionisio produce business and related equipment for $1,500,000. The seller carried back $600,000 (which was subsequently reduced to $590,000 due to the Company assuming additional debt owed by seller) of this purchase price. The note is paid quarterly, interest only at 6% per annum. The note is due November 2, 2017. Certain assets of Dionisio secure the note. FirstOak Bank – Mater Purchase The cost of the Mater land/water acquisition was $325,000, of which $169,000 was financed by FirstOak, $25,000 seller carry back and $131,000 was paid in cash. The purchase price has been allocated to land for $106,000 and $219,000 to water rights representing the purchase of BIDC shares. The terms of the First Oak loan is at 1% above the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks known as the Wall Street Journal Prime Rate, subject to a minimum of 6% per annum. The FirstOak loan is secured by the Mater assets. There are four annual payments of $15,000 due each December 5 commencing December 15, 2013. A balloon payment of all accrued interest and outstanding principal is due December 5, 2017 for $159,000. As of December 31, 2015 and 2014, the amounts outstanding under the FirstOak loan totaled $152,000 and $165,000, respectively. McFinneyAgri-Finance LLC (McFinney) and Ellicot second mortgage (Ellicot) On March 15, 2013, the Company purchased unimproved land in El Paso county, Colorado for a purchase price of $1,250,000. The company paid $620,000 (including closing costs and allocations) and financed $650,000 McFinney and $400,000 Ellicot, through private investors. The terms of the McFinney financing is for monthly payments of principal and interest of $4,238 per month, a fixed interest rate of 6.8% per annum, with the remaining principal due on April 1, 2018. The note is secured by a deed of trust on the 2,579 acres of land purchased and a guaranty of payment by the Company. As of December 31, 2015 and 2014, the amounts outstanding under the McFinney loan totaled $631,000 and $638,000, respectively. Bridge Notes Bridge notes were issued in December 2014, with interest at 12% and due on March 31, 2015. These notes had the option to convert into GrowCo Partners 1, LLC Preferred Units. In January 2015, $1,840,000 of the $1,870,000 of bridge notes converted into Grow Partners 1, LLC Preferred Units. In January 2015, the remaining $30,000 was paid in full. GrowCo Notes During the ended December 31, 2015, the Company, through its subsidiary GrowCo, issued $4,000,000 in promissory notes to 17 individual investors. The notes have a security interest in the land, water and improvements to the 157 acres where GrowCo is developing its greenhouses. The notes pay 22.5% in annual interest, with interested paid monthly, and are due April 1, 2020. The Company cannot prepay the notes; however, noteholders have the right to call the notes at the first anniversary, or thereafter, of each note with a 60 day notice to the Company. Due to this call provision, the net amount of the GrowCo note balance of $4,000,000 is presented as a current portion of long term debt on the financials. During the year ended December 31, 2015, the Company incurred a $131,000 indebt issuance costs related to its GrowCo note offering and expensed $22,000 to interest expense. The debt issuance costs are being amortized via the effective interest method, using 22.5%, over the life of the notes. The GrowCo notes investors also received one GrowCo common stock $1 warrant for each $1 invested. These warrants expire on April 30, 2020. Below is a summary of the Company’s long term debt: December 31, 2015 December 31, 2014 Note Principal Balance Accrued Interest Principal Balance Interest rate Security HCIC seller carry back $ 7,373,000 $ 37,000 $ 7,572,000 6% Shares in the Mutual Ditch Company Orlando seller carry back - - 188,000 7% 188 acres of land Series B convertible debt 25,000 1,000 25,000 6% F-2 assets CWCB 845,000 24,000 1,104,000 2.5% Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm 771,000 12,000 800,000 (1) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm 162,000 1,000 167,000 (2) Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases Seller Carry Back - Dionisio 590,000 4,000 590,000 6.0% Unsecured FirstOak Bank - Mater 152,000 2,000 165,000 (1) Secured by Mater assets purchased Seller Carry Back - Mater - - 25,000 6.0% Land from Mater Purchase McFinneyAgri-Finance 631,000 - 638,000 6.8% 2,579 acres of pasture land in Ellicott Colorado Bridge Notes - - 1,870,000 12.0% Unsecured GrowCo, Inc. 4,000,000 75,000 - 22.5% Various land and water assets Kirby Group - - 110,000 6.0% Unsecured Equipment loans 385,000 13,000 466,000 5 - 8% Specific equipment Total 14,934,000 $ 169,000 13,720,000 Less: HCIC discount (127,000) (350,000) Less: GrowCo unamortized debt issuance cost (109,000) - Less: Current portion (11,068,000) (3,284,000) Long term portion $ 3,630,000 $ 10,086,000 Notes: (1) Prime rate + 1.0%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6% Current portion long term debt: December 31, 2015 HCIC seller carry back $ 6,752,000 Series B convertible 25,000 CWCB 50,000 FirstOak Bank - Dionisio Farm 28,000 FirstOak Bank - Dionisio Farm 5,000 FNB-Mater 5,000 Seller Carry Back - Mater 25,000 McFinneyAgri-Finance 8,000 GrowCo Notes 4,000,000 Equipment loans 170,000 Total $ 11,068,000 Schedule of principal payments due by year: Year Ending December 31, Total 2016 $ 7,010,000 2017 1,060,000 2018 2,036,000 2019 74,000 2020 4,586,000 (1) 2021 & Beyond 168,000 Total $ 14,934,000 Note: (1)This amount includes $4,000,000 in GrowCo notes that can be called with a 60 day notice by Noteholders after April 1, 2016.

Note 5 - Information On Busines

Note 5 - Information On Business Segments	12 Months Ended
	Dec. 31, 2015
Notes
Note 5 - Information On Business Segments	NOTE 5 – INFORMATION ON BUSINESS SEGMENTS We organize our business segments based on the nature of the products and services offered. We focus on the Water and Farming Business with Two Rivers Water & Farming Company as the Parent company. Therefore, we report our segments by these lines of businesses: Farms and Water. Farms contain all of our Farming Business (Farms, F-1, F-2, Dionisio). Water contains our Water Business (HCIC and Orlando). Our Parent category is not a separate reportable operating segment. Segment allocations may differ from those on the face of the income statement. In the following tables of financial data, the total of the operating results of these business segments is reconciled, as appropriate, to the corresponding consolidated amount. There are some corporate expenses that were not allocated to the business segments, and these expenses are contained in the “Total Operating Expenses” under Parent. Operating results for each of the segments of the Company are as follows (in thousands): For the year ended December 31, 2015 For the year ended December 31, 2014 Parent Farms Greenhouse Leasing & Services Water Total Parent Farms Greenhouse Leasing & Services Water Total Revenue Farm revenue $- $2,413 $- $- $2,413 $- $2,405 $- $- $2,405 Leasing and services – related party - 62 947 - 1,009 - 16 - - 16 Member assessments - - - 10 10 - - - 15 15 Other & misc. - 6 - - 6 - - - - - Total revenue - 2,481 947 10 3,438 - 2,421 - 15 2,436 Less: direct cost of revenue - 2,857 203 - 3,060 - 2,994 - - 2,994 Gross Profit (Loss) - (376) 744 10 378 - (573) - 15 (558) Operating Expenses General & administrative 1,427 180 390 54 2,051 2,364 - - - 2,364 Depreciation&amortizatioin 1 386 12 160 559 89 250 - 170 509 Income (Loss) from operations (1,428) (942) 342 (204) (2,232) (2,453) (823) - (155) (3,431) Other Income (Expenses) Interest expense - (195) (600) (725) (1,520) (503) (108) - (439) (1,050) Loss on debt extinguishment - - - - - - - - (108) (108) Warrant and options expense (86) - - - (86) (81) - - - (81) Other & misc. 98 - - - 98 (2) - - - (2) Total Other Income (Expense) 12 (195) (600) (725) (1,508) (586) (108) - (547) (1,241) Net (Loss) Income from operations before income taxes (1,416) (1,137) (258) (929) (3,740) (3,039) (931) - (702) (4,672) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) before Non-Controlling Interest (1,416) (1,137) (258) (929) (3,740) (3,039) (931) - (702) (4,672) Non-controlling interest - - - (6) (6) - - - 6 6 Net (Loss) (1,416) (1,137) (258) (935) (3,746) (3,039) (931) - (696) (4,666) Preferred shareholder distributions (1,988) (49) (374) - (2,411) (1,643) - - - (1,643) Net (Loss) attributed to Two Rivers Water & Farming Company Common Shareholders $(3,404) $(1,186) $(632) $(935) $(6,157) $(4,682) $(931) $- $(696) $(6,309) Segment assets $1,979 $6,553 $7,667 $31,690 $47,889 $3,102 $8,616 $- $31,312 $43,030

Note 6 - Equity Transactions

Note 6 - Equity Transactions	12 Months Ended
	Dec. 31, 2015
Notes
Note 6 - Equity Transactions	NOTE 6 - EQUITY TRANSACTIONS Common Stock The Company has authorized 100,000,000 shares of common stock with a par value of $0.001. The total issued common stock as of December 31, 2015, was 26,980,811 common shares. During the year ended December 31, 2015, the Company had the following common stock transactions: issued 130,833 shares to its independent board members for 2014 service; issued 178,080 shares to holders of TR Capital for conversion into the Company shares; issued 59,360 shares to holders of F-2 Preferred Shares who converted into the Company shares; issued 2,000 shares to a consultant for work performed in 2015; and issued 86,000 shares to a previous board member from a prior RSU grant. During the year ended December 31, 2014, the Company had the following common stock transactions: In May, the Company issued the following common stock: 30,000 shares to a prior employee under our stock plan; and 50,000 shares to a consultant for work performed in 2014. In June, the Company issued the following common stock: 833,334 shares under our stock plan; and 142,500 shares to the independent members of the Board of Directors. In July, the Company issued the following common stock: 237,440 shares as a conversion from F-2 Preferred Shares; 166,667 shares to an employee under an Restricted Stock Units grant; and 4,000 shares to a consultant. In August, the Company issued 121,688 shares as a conversion from F-2 Preferred Shares. In September, the Company issued 59,360 shares as a conversion from F-2 Preferred Shares. Stock Incentive Plans The Company previously had a 2005 Stock Option Plan (“2005 Plan”) that was superseded by the Two Rivers 2011 Long-Term Stock Incentive Plan (“2011 Plan”). Upon the Company’s shareholder adoption of the 2011 Plan, the 2005 Plan stopped issuance of any further grants, except for grants previously committed by agreement. Under the 2005 Plan, we have the following stock options issued and outstanding: Company Relationship Options Date of Grant Vesting Date Performance Requirement Expiration Date Exercise Price Exercised to Date Former Director 1,023,200 Jul-06 Jul-06 Satisfied Jul-16 $1.25 - Consultants 966,667 Various Various Satisfied Various $1.25 - Total 1,989,867 If all of the options were exercised, $2,487,000 would be collected by the Company and yield an average share price of $1.25. There were no options issued under the 2005 Plan for the years ending December 31, 2015 and 2014. A summary of the Two Rivers 2005 Option Plan (“2005 Plan”) is as follows: Shares Weighted Average Exercise Price Outstanding December 21, 2013 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2014 1,989,867 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2015 1,989,867 $ 1.25 Options Exercisable, December 31, 2015 1,989,867 $ 1.25 For the year ended December 31, 2015, the Company extended 366,667 options that were due to expire in November 2015 to an expiration date in November 2017. This extension resulted in $31,000 of expense being recorded in 2015. Option Valuation Process The fair value of each option award is estimated on the date of grant. To calculate the fair value of options, the Company uses the Black-Scholes model employing the following variables: 2015 2014 Expected stock price volatility 72% 66% Risk-free interest rate 1.45% 1.31% Expected option life (years) 2.00 3.63-4.58 Expected annual dividend yield 0% 0% The Company arrived at the foregoing estimate of volatility of the Company’s common stock based on the Company’s stock closing price on a weekly basis and averaged over the prior five years. The risk-free rate for periods within the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. A summary of the Two Rivers 2011 Long-Term Stock Incentive Plan (“2011 Plan”) is as follows: Shares Outstanding December 31, 2013 3,122,615 Granted 559,834 Cancelled - Expired - Exercised (1,226,501) Outstanding December 31, 2014 2,455,948 Granted 115,625 Cancelled - Expired - Exercised (218,833) Outstanding December 31, 2015 2,352,740 Exercisable, December 31, 2015 2,352,740 The optionexpense from both the 2011 and 2005 Plans were $31,000 and $173,000 for the years ended December 31, 2015 and 2014, respectively. Under the 2011 Plan, we have issued the following Restricted Stock Units (RSUs): Grantee Company Relationship RSUs issued Date of Grant Vesting Date Performance Requirement Exercised to Date John R. McKowen Chairman/CEO 2,480,948 Oct-10 (1) (2) 500,000 Wayne Harding CFO 700,000 Oct-10 (1) (2) 700,000 Jolee Henry Prior Director 400,000 Oct-10 Jan-11 n/a 86,000 3,630,948 1,286,000 Notes: (1) Vests 1/3 at the end of each 12 months from Date of Grant (2) Subject to employer deferral and employment agreement, if applicable and to satisfactory employee performance during the vesting period The Company can issue stock awards and options for nonemployee services. If stock is granted, the Company values the stock using an average of the closing price of the Company’s stock over the period that the service was rendered. If options are granted, the Company uses the Black-Scholes model for determining fair value (see above). Warrants During the year ended December 31, 2014, investors in Two Rivers Farms F-1 (convertible notes and preferred shares), Two Rivers Farms F-2 (convertible notes and preferred shares), the Company’s preferred shares, ASF convertible notes, DFP preferred shares, Ellicott second mortgage, and the new cash investments of $6,000,000 were given the opportunity to convert into TR Capital Partners, LLC and were issued 15,079,408 warrants expiring January 31, 2019 with an exercise price of $2.10. As of December 31, 2015, the Company has outstanding the following warrants to purchase common stock: Grantee Company Relationship Shares Date of Grant Vesting Date Expiration Date Exercise Price Boenning Scattergood Financial Advisor 250,000 May-11 May-11 May-16 $2.00 Investor Group Investors 300,000 Feb-12 Mar-12 (1) $1.00 Wedbush Securities Financial Advisor 200,000 Jun-12 Jun-12 Jun-17 $1.20 Dionisio Farms & Produce, Inc. Investors in subsidiary 360,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-1 Prior creditor in F-1 12,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-2 Investors in subsidiary 233,500 Dec-12 Dec-12 Dec-17 $3.00 HCIC Note Holders Creditors 1,367,000 Jun-13 Jun-13 Jun-18 $3.00 TR Capital Partners, LLC Investors 15,079,408 2014 2014 Jan-19 $2.10 17,802,908 These warrants are priced at the same price per share as the expected equity offering and expire one year after the completion of the expected equity offering. For the years ended December 31, 2015 and 2014, warrant expense totaled $55,000 and $372,000, respectively. TR Capital Preferred Membership Units The 30,159,000 TR Capital Preferred Membership units issued during the year ended December 31, 2014 are convertible into 1 common stock share of the Company and one-half warrant to purchase a share of stock of the Company. In accordance with ASC Topic 470-20, Debt (and other convertible instruments with beneficial convertible features (“BCF”),

Note 7 - Income Taxes

Note 7 - Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes
Note 7 - Income Taxes	Note 7 – INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes (formerly Statement of Financial Accounting Standard No., 109, Accounting for Income Taxes). Under the provisions of ASC 740, a deferred tax asset or liability (net of a valuation allowance) is provided in the financial statements by applying the provisions of applicable laws to measure the deferred tax consequences of temporary differences that will result in taxable or deductible amounts in future years as a result of events recognized in the financial statements in the current or proceeding years. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes consists of the following: Effective tax rate Federal statutory rate 34.00% Effect of: State taxes,net of federal benefit 3.06% Permanent items -15.27% Return to Provision Adjustment -0.01% Valuation allowance -21.77% Effective income tax rate 0.00% Book loss reconciliation to estimated taxable income is as follows (in thousands): 2015 2014 Book loss $ (6,157) $ (6,309) Tax adjustments: Stock based Comp - 247 Stock comp exercised - (167) Capital Expenses 2,416 1,872 Meals & Entertainment 16 16 Warrant and Option Expense 86 - Political Contributions 20 2 Donations - - Depreciation 169 (239) Amortization (43) (98) Estimate of taxable income $ (3,493) $ (4,676) Income tax provision is summarized below (in thousands): 2015 2014 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (1,230) (1,153) State (111) (104) Total deferred (1,341) (1,256) Less: Valuation allowance 1,341 1,256 Total $ - $ - We will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2015 we had no unrecognized tax benefits in income tax expense, and do not expect any in 2015. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before 2012 and state examinations for years before 2012. The components of the deferred tax asset are as follows (in thousands): Cumulative Calculations: 2015 2014 Current deferred tax asset: Net operating loss carryforwards $ (13,996) $ (12,674) Capital loss (27) (27) Bargain purchase 643 643 RSU & stock option expense (1,984) (2,074) Fixed Assets and Intangibles 65 174 Charitable Contributions (5) (5) Bad Debt - - Total cumulative deferred tax assets (15,304) (13,962) Valuation allowance 15,304 13,962 Effective income tax asset $ - $ - For the years ended December 31, 2015 and December 31, 2014, the deferred tax asset of $15,304,000 and $13,962,000, respectively, has a valuation allowance of $15,304,000 and $13,962,000, respectively, since management has determined the tax benefit cannot be reasonably assured of being used in the near future. The net operating loss carryforward, if not used, will begin to expire in 2029, and is severely restricted as per the Internal Revenue Code if there is a change in ownership. The following is a summary of the combined net operating loss carryforward (in thousands): Federal Colorado 12/31/14 $ 34,272 $ 29,340 12/31/15 $ 3,493 $ 3,493 Balance $ 37,765 $ 32,833

Note 8 - Variable Interest Enti

Note 8 - Variable Interest Entities	12 Months Ended
	Dec. 31, 2015
Notes
Note 8 - Variable Interest Entities	NOTE 8 – VARIABLE INTEREST ENTITIES Variable interest entities (“VIEs”) are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by theprimary beneficiary. The primary beneficiary is the party who has both of the following: (1) the power to direct the activities of a variable interest entity that most significantlyimpact the entity’s economic performance, and (2) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentiallybe significant to the entity. Suncanna is our only leasing customer of our GrowCo subsidiary. Therefore, management has evaluated whether a VIE relationship exists with Suncanna. If a VIE relationship exists, but the reporting company (Two Rivers in this case) is not a primary beneficiary, so the VIE is not consolidated into the reporting company, but rather disclosed in the notes to its financial statements under ASC 810-10-50-4. It is the opinion of management that Two Rivers is not the primary beneficiary of Suncanna. For the year ended December 31, 2015, Two Rivers has recorded lease revenue – related party from Suncanna of $947,000, which is represented as an accounts receivable – related party as of December 31, 2015. Additionally, Two Rivers has advanced $203,000 to Suncanna as a working capital line. Two Rivers has committeed up to $1,000,000 toward deferring lease payments and up to $1,000,000 towardsSuncanna’s working capital needs. The following table presents information about the Company’s non-consolidated, non-primary beneficiary relationship with Suncanna. December 31, 2015 2014 Maximum Loss Lease receivable from Suncanna $ 700,000 - $ 700,000 Advances to Suncanna $ 203,000 - $ 203,000 Total $ 903,000 - $ 903,000

Note 9 - Commitments and Contin

Note 9 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes
Note 9 - Commitments and Contingencies	NOTE 9 - COMMITMENTS AND CONTINGENCIES Operating Leases In January 2015, the Company entered into a new lease with the Colorado Center in Denver Colorado for the corporate headquarters. The space is 1,775 square feet and monthly payments of $3,900, with minor escalations and common area maintenance charges. The lease terminates on June 30, 2018. The amounts due at the base rate are as follows: Period Amount Due 2016 $ 47,000 2017 $ 47,000 2018 $ 23,000 The Company, as the lessee, has entered into leases of farmland, which is as follows: Expiration County Acres Amount per year 2018 Pueblo 301 $ 187,000 2032 Pueblo 95 $ 14,000 In addition to the above, Two Rivers has entered into a water lease arrangement with Pueblo Board of Water Works. The lease is effective in 2012, has a term of five years, and calls for annual payments of $100,000 beginning in April, 2012. The annual payments can be escalated based upon the percentage increase, if any, over the previous year of the PBWW water rates for its general customers for treated water. The lease is for up to 500 acre feet of water per year. There are no further obligations under this lease. The purpose of the lease is two-fold: a) to establish an appropriation of a water right for exchange from the Arkansas River main stream water to various Two Rivers’ reservoirs, and b) to provide supplemental irrigation water for our farming operations through releases from those reservoirs. Defined Contribution Plan Two Rivers does not have a defined contribution plan. Employment Agreements Effective January 1, 2011, the Company entered into an employment agreement with John McKowen, as CEO. The initial term of the contract was one year, which renews automatically for successive one-year terms unless and until either party delivers notice of termination within 30 days of the expiration of the then current term. Effective January 1, 2011, the Company entered into an employment agreement with Wayne Harding, as CFO. The initial term of the contract was one year, which renews automatically for successive one-year terms unless and until either party delivers notice of termination within 30 days of the expiration of the then current term. Besides compensation levels, Mr. McKowen’s and Mr. Harding’s employment agreement terms are similar. The Board determines annual incentive compensation at the Board’s sole discretion. If there is a change of control, each is entitled to an accelerated option vesting.

Note 10 - Related Party Transac

Note 10 - Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Notes
Note 10 - Related Party Transactions	NOTE 10 – RELATED PARTY TRANSACTIONS Pursuant to ASC 850 “Related Party Disclosure”, Management has evaluated related parties and all transactions associated with those and determined that no transactions exist which would require disclosure, except as disclosed below: As disclosed in Note 4, the seller of DFP assets is now an employee of the Company and is owed $590,000 and was paid $35,000 in interest expense for the year ended December 31 2015. The Company’s Chief Executive Officer, Chief Financial Officer and two other employees of the Company serve as the only members of the Sunset Metropolitan District (Sunset). Sunset is a quasi-governmental agency operating under Title 32 of the State of Colorado Constitution. As of December 31, 2015, the Company has advanced $78,000 to Sunset. In March 2016, the Company extended a farming lease with John Stroh, II, a member of the Company’s board of directors. In 2015, Mr. Stroh, along with a non-affilated party, leased farmland located in the Butte Valley area of the county of Huerfano, Colorado. The new lease requires a payment of $20,000 per year. The Company’s Chief Executive Officer, John McKowen, had the following transactions with the Company: As of December 31, 2015, purchased $625,000 of the GCP Super Units offering, at the same terms as other investors, and received a credit for a finder’s fee of $43,750; Subsequent to year end and as disclosed in Note 11, purchased an additional $200,000 of the GCP Super Units offering, at the same terms as other investors, and received a credit for a finder’s fee of $14,000; and GrowCo Partners 1, LLC leases a greenhouse and warehouse to Suncanna. Effective Feburary 25, 2016, RH Group, LLC, of which Mr. McKowen holds a 60% membership interest, entered into a definitive agreement to purchase all of the equity interestsof Suncanna from its previous owner. Because of the events described above that occurred subsequent to year-end, we have classified our relationship with Suncanna as that with a related party. We generated leasing revenues—related party totaling $947,000, incurred costs of leasing revenues—leasing revenues totaling $203,000, and held accounts receivable totaling $910,000 with our related party tenant Suncanna during and as of the year ended December 31, 2015. The Chief Financial Officer of Two Rivers and GrowCo, Wayne Harding, invested $25,000 in the GrowCo Partners 1, LLC offering and $100,000 in the GrowCo Note offering at the same terms as other investors. On March 18, 2016, the Company’s Chief Financial Officer, Wayne Harding, was appointed as Chief Executive Officer of Suncanna. Mr. Harding has no ownership in Suncanna.

Note 11 - Subsequent Events

Note 11 - Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes
Note 11 - Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS Pursuant to FASB ASC 855, Management has evaluated all events and transactions that occurred from December 31, 2015 through the date of issuance of these financial statements. During this period, we did not have any significant subsequent events, except as disclosed below: · ·

Note 2 - Summary of Significa18

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Two Rivers, Huerfano-Cucharas Irrigation Company and TR Capital and its subsidiaries, Two Rivers Farms, Two Rivers Water and GrowCo. All significant inter-company balances and transactions have been eliminated in consolidation.

Note 2 - Summary of Significa19

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Non-controlling Interest	Non-controlling Interest Below is the detail of non-controlling interest shown on the balance sheet. Year ended December 31, Entity 2015 2014 TR Capital $ 20,588,000 $ 20,740,000 HCIC 1,375,000 1,369,000 F-1 28,000 28,000 F-2 162,000 222,000 DFP 452,000 452,000 GrowCo Partners 1, LLC 3,521,000 - GCP Super Units, LLC 3,828,000 - TR Cap 20150630 Distribution, LLC 498,000 - TR Cap 20150930 Distribution, LLC 460,000 - Totals $ 30,912,000 $ 22,811,000 During the year ended December 31, 2014, investors in Two Rivers Farms F-1 (convertible notes and preferred shares), Two Rivers Farms F-2 (convertible notes and preferred shares), the Company’s preferred shares, ASF convertible notes, DFP preferred shares, Ellicott second mortgage, and the new cash investments of $6,000,000 were given the opportunity to convert into TR Capital Partners, LLC and were issued 30,159,000 TR Capital Preferred Membership units, with a NCI value of $20,740,000. The 30,159,000 TR Capital Preferred Membership units issued during the year ended December 31, 2014 are convertible into 1 common stock share of the Company and one-half warrant to purchase a share of stock of the Company. In accordance with ASC Topic 470-20, Debt (and other convertible instruments with beneficial convertible features (“BCF”), During the year ended December 31, 2015, $152,000 of TR Capital Preferred Membership units converted into Two Rivers’ common shares and $60,000 of F-2 membership units converted into Two Rivers’ common shares. Two Rivers also formed two LLC special entities (TR Cap 20150630 Distribution and TR Cap 20150930 Distribution) to provide in-kind distributions totaling $958,000 to holders of TR Capital Preferred Membership units. Below is the breakdown of the non-controlling interest share of gains (losses): Entity Year ended December 31, 2015 2014 HCIC (1) $ 6,000 $ (6,000) F-1 (2) - - F-2 (2) - - DFP (2) - - Growco Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ 6,000 $ (6,000) Notes: (1) The Company owns 95% of HCIC. (2) The terms of the preferred shares in each subsidiary allows for a participatory additional preferred share dividend of 25% of the profits derived from the assets held by the subsidiary. This participatory dividend, if any, will be recorded as a non-controlling share of the income.

Note 2 - Summary of Significa20

Note 2 - Summary of Significant Accounting Policies: Reclassification (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Reclassification	Reclassification Certain amounts previously reported have been reclassified to conform to current presentation. Certain labels of accounts/classifications have been changed.

Note 2 - Summary of Significa21

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates.

Note 2 - Summary of Significa22

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of reporting cash flows, Two Rivers Water & Farming Company considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments.

Note 2 - Summary of Significa23

Note 2 - Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject Two Rivers to significant concentrations of credit risk include cash equivalents, marketable investments, advances and accounts receivable. The Company maintains its cash balances in the form of bank demand deposits, money market accounts that management believes to be of high credit quality. Accounts receivable are typically uncollateralized and are derived from transactions with and from customers primarily located in the United States. The Company’s farming revenue for the year ended December 31, 2015 of $2,413,000 consisted of 27 customers, with one customer representing 22%, another customer representing 20%, and another customer representing 15% of total farming revenue. All other customers were less than 10%.

Note 2 - Summary of Significa24

Note 2 - Summary of Significant Accounting Policies: Fair Value of Measurements and Disclosures (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Fair Value of Measurements and Disclosures	Fair Value of Measurements and Disclosures Fair Value of Assets and Liabilities Acquired Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: • Level 1 – • Level 2 • Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. Marketable investments are valued at Level 1 due to readily available market quotes. The fair value of the Company’s long-term debt, including the current portion approximated its carrying value. Fair value for long-term debt was estimated based on quoted market prices of the identical debt instruments or values of comparable borrowings.

Note 2 - Summary of Significa25

Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Accounts Receivable	Accounts Receivable The Company carries its accounts receivable, net at management’s expectation of collection and past experience. As of December 31, 2015, the Company did not have an allowance for doubtful accounts receivable based on past payment performance. As of December 31, 2014, the Company had a $10,000 allowance for doubtful accounts receivable which was used in 2015.

Note 2 - Summary of Significa26

Note 2 - Summary of Significant Accounting Policies: Inventories (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Inventories	Inventories Inventory represents to lower of cost or market of farm input costs, until sold, and packaging, seeds and fertilizers not yet used. For the year ended December 31, 2015 the inventory consisted of parsnips not yet harvested (recorded at lower of cost or market)and packaging, seeds and fertilizers to be used in the next year for farming operations. For the year ended December 31,2014, the inventory only consisted of packaging, seeds and fertilizers to be used in the next year for farming operations.

Note 2 - Summary of Significa27

Note 2 - Summary of Significant Accounting Policies: Capitalization of Interest (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Capitalization of Interest	Capitalization of Interest As of December 31, 2015, $438,000 in preferred return has been capitalized in the construction of greenhouse 1 and 2. This mostly represents the 12% preferred return to holder of GrowCo Partners 1, LLC during the construction phase of greenhouse 1.

Note 2 - Summary of Significa28

Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset which ranges from three to twenty seven and a half years. Maintenance and repairs are charged to expense as incurred; improvements and betterments are capitalized. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income. Below is a summary of premises and equipment: December 31, Asset Type Life in Years 2015 2014 Office equipment, furniture, computers 5 – 7 $ 11,000 $ 11,000 Computers 3 45,000 42,000 Vehicles 5 45,000 45,000 Farm equipment 7 - 10 1,807,000 1,648,000 Irrigation system 10 995,000 989,000 Buildings 27.5 393,000 390,000 Website 3 7,000 7,000 Subtotal 3,303,000 3,132,000 Less: Accumulated depreciation (1,354,000) 970,000 Net book value $ 1,949,000 $ 2,162,000

Note 2 - Summary of Significa29

Note 2 - Summary of Significant Accounting Policies: Land (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Land	Land Land acquired for farming is recorded at cost. Some of the land acquired has not been farmed for many years, if not decades. Therefore, additional expenditures are required to make the land ready for efficient farming. Expenditures for leveling the land are added to the cost of the land. Irrigation is not capitalized in the cost of Land ( Property and Equipment

Note 2 - Summary of Significa30

Note 2 - Summary of Significant Accounting Policies: Water Rights and Infrastructure (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Water Rights and Infrastructure	Water rights and infrastructure Subsequent to purchase of water rights and water infrastructure, management periodically evaluates the carrying value of its assets, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there is a $30,000 impairment on the Company’s land and water shares. No amortization or depreciation is taken on the water rights.

Note 2 - Summary of Significa31

Note 2 - Summary of Significant Accounting Policies: Intangibles (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Intangibles	Intangibles Two Rivers recognizes the estimated fair value of water rights acquired by the Company’s purchase of stock in HCIC and Orlando. These intangible assets will not be amortized because they have an indefinite remaining useful life based on many factors and considerations, including, the historical upward valuation of water rights within Colorado.

Note 2 - Summary of Significa32

Note 2 - Summary of Significant Accounting Policies: Impairments (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Impairments	Impairments Property and Equipment Once per year we review all property, equipment and software owned by the Company and compared the net book value of such assets with the fair market value of each piece of equipment having a net book value greater than $5,000. If it is determined that the net book value is greater than the fair market value, an impairment will be recorded. If impairment is necessary, a loss on the value of the affected asset will be recorded, and the impairment will not be reversed in future periods. Land Once per year we review each parcel of land owned by the Company together with improvements to each parcel and compare the carrying cost with the fair market value. If it appears that our carrying value may be greater than the fair market value, an independent appraisal will be ordered. If the appraised value is less than our carrying value, an impairment will be recorded. If impairment is necessary, a loss on the value of our land will be recorded, and the impairment will not be reversed in future periods. Water rights and infrastructure Once per year we assess the value of the water rights held by the Company, comparing our estimated values with recent sales of comparable water rights. In the event that such assessment indicates that the carrying value is greater than the fair market value of the water rights, an impairment will be recorded. If impairment is necessary, a loss on value of our water rights will be recorded, and the impairment will not be reversed in future periods. Currently, there is a $30,000 impairment on the Company’s land and water shares.

Note 2 - Summary of Significa33

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Revenue Recognition	Revenue Recognition Farm Revenues Revenues from farming operations are recognized when sold into the market. All direct expenses related to farming operations are capitalized as farm inventory and recognized as a direct cost of sale upon the sale of the crops. Shipping costs invoiced to customers are shown as farm revenue. Shipping costs paid by the Company are shown in the direct cost of farm revenue. Lease Revenues – Related Party The lease between GrowCo (through its subsidiary, GCP 1) and its related party lessee, Suncanna, is classified as an operating lease. Under ASC 840-10-25-1(a) “Lease Classification Criteria” Lease revenue – related party is recognized monthly at the end of each month. Total lease payments under the 60 monthlease agreement, which are $11,151,000,is divided by the lease term. Therefore, the average lease rate per month is $186,000. This spreads the total amount of the lease payment stream over the life of the lease. As of December 31, 2015, we have advanced $203,000 to our related party tenant, Suncanna, to assist with its working capital. ASC 605-45-45 “Revenue Recognition, Prinicipal Agent Considerations” Member Assessments Once per year the HCIC board estimates HCIC’s expenses, less anticipated water revenues, and establishes an annual assessment per ownership share. One-half of the member assessment is recorded in the first quarter of the calendar year and the other one-half of the member assessment is recorded in the third quarter of the calendar year. Assessments paid by Two Rivers Water Company to HCIC are eliminated in consolidation of the financial statements. HCIC does not reserve against any unpaid assessments. Assessments due, but unpaid, are secured by the member’s ownership of HCIC. The value of this ownership is significantly greater than the annual assessments.

Note 2 - Summary of Significa34

Note 2 - Summary of Significant Accounting Policies: Stock Based Compensation (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Stock Based Compensation	Stock Based Compensation Beginning January 1, 2006, the Company adopted the provisions of ASC 718 and accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified. All options granted prior to the adoption of ASC 718 and outstanding during the periods presented were fully vested at the date of adoption.

Note 2 - Summary of Significa35

Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Income Taxes	Income Taxes Provision for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustment to the tax provision or benefit in the period of enactment. The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2015, is not material to its results of operations, financial condition, or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2015, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2012 and later tax returns are still subject to examination.

Note 2 - Summary of Significa36

Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Net Income (loss) Per Share	Net Income (Loss) per Share Basic net income per share is computed by dividing net income (loss) attributed to Two Rivers available to common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. The dilutive effect of the outstanding 2,369,948 RSUs, 2,014,867 options, and 17,802,908 warrants at December 31, 2015, has not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive.

Note 2 - Summary of Significa37

Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern Presentation of Financial Statements – Going Concern In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. On February 25, 2016, FASB issued a new lease accounting standard, ASU 2016-02, Leases Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Note 2 - Summary of Significa38

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Noncontrolling Interest (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Noncontrolling Interest	Year ended December 31, Entity 2015 2014 TR Capital $ 20,588,000 $ 20,740,000 HCIC 1,375,000 1,369,000 F-1 28,000 28,000 F-2 162,000 222,000 DFP 452,000 452,000 GrowCo Partners 1, LLC 3,521,000 - GCP Super Units, LLC 3,828,000 - TR Cap 20150630 Distribution, LLC 498,000 - TR Cap 20150930 Distribution, LLC 460,000 - Totals $ 30,912,000 $ 22,811,000

Note 2 - Summary of Significa39

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Non-Controlling Interest Shares Gains (Losses) (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Non-Controlling Interest Shares Gains (Losses):	Entity Year ended December 31, 2015 2014 HCIC (1) $ 6,000 $ (6,000) F-1 (2) - - F-2 (2) - - DFP (2) - - Growco Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ 6,000 $ (6,000)

Note 3 - Investments and Long40

Note 3 - Investments and Long-lived Assets: Reconstruction Costs (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Reconstruction Costs	Year ended December 31, 2015 2014 Beginning balance $ 1,081,000 $ 34,000 Additions 5,430,000 1,391,000 Finished - Transferred (1,827,000) (344,000) Ending Balance $ 4,684,000 $ 1,081,000

Note 3 - Investments and Long41

Note 3 - Investments and Long-lived Assets: Schedule of Purchase Price Allocation (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Purchase Price Allocation	Produce business $ 1,037,000 Equipment 836,000 Prepaid interest 30,000 Ending Balance $ 1,903,000

Note 3 - Investments and Long42

Note 3 - Investments and Long-lived Assets: Value of Business Segment (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Value of Business Segment	Year ended December 31, 2015 2014 Customer list $ 580,000 $ 580,000 Trade name 220,000 220,000 Residual goodwill 237,000 237,000 1,037,000 1,037,000 Less accumulated amortization (120,000) (80,000) Ending Balance $ 917,000 $ 957,000

Note 4 - Notes Payable_ Schedul

Note 4 - Notes Payable: Schedule of Long-term Debt Instruments (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Long-term Debt Instruments	December 31, 2015 December 31, 2014 Note Principal Balance Accrued Interest Principal Balance Interest rate Security HCIC seller carry back $ 7,373,000 $ 37,000 $ 7,572,000 6% Shares in the Mutual Ditch Company Orlando seller carry back - - 188,000 7% 188 acres of land Series B convertible debt 25,000 1,000 25,000 6% F-2 assets CWCB 845,000 24,000 1,104,000 2.5% Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm 771,000 12,000 800,000 (1) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm 162,000 1,000 167,000 (2) Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases Seller Carry Back - Dionisio 590,000 4,000 590,000 6.0% Unsecured FirstOak Bank - Mater 152,000 2,000 165,000 (1) Secured by Mater assets purchased Seller Carry Back - Mater - - 25,000 6.0% Land from Mater Purchase McFinneyAgri-Finance 631,000 - 638,000 6.8% 2,579 acres of pasture land in Ellicott Colorado Bridge Notes - - 1,870,000 12.0% Unsecured GrowCo, Inc. 4,000,000 75,000 - 22.5% Various land and water assets Kirby Group - - 110,000 6.0% Unsecured Equipment loans 385,000 13,000 466,000 5 - 8% Specific equipment Total 14,934,000 $ 169,000 13,720,000 Less: HCIC discount (127,000) (350,000) Less: GrowCo unamortized debt issuance cost (109,000) - Less: Current portion (11,068,000) (3,284,000) Long term portion $ 3,630,000 $ 10,086,000 Notes: (1) Prime rate + 1.0%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6%

Note 4 - Notes Payable_ Sched44

Note 4 - Notes Payable: Schedule of Short-term Debt (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Short-term Debt	Current portion long term debt: December 31, 2015 HCIC seller carry back $ 6,752,000 Series B convertible 25,000 CWCB 50,000 FirstOak Bank - Dionisio Farm 28,000 FirstOak Bank - Dionisio Farm 5,000 FNB-Mater 5,000 Seller Carry Back - Mater 25,000 McFinneyAgri-Finance 8,000 GrowCo Notes 4,000,000 Equipment loans 170,000 Total $ 11,068,000

Note 4 - Notes Payable_ Sched45

Note 4 - Notes Payable: Schedule of Principal Payments Due (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Principal Payments Due	Year Ending December 31, Total 2016 $ 7,010,000 2017 1,060,000 2018 2,036,000 2019 74,000 2020 4,586,000 (1) 2021 & Beyond 168,000 Total $ 14,934,000

Note 5 - Information On Busin46

Note 5 - Information On Business Segments: Schedule of Other Operating Cost and Expense of Business Segments (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Other Operating Cost and Expense of Business Segments	For the year ended December 31, 2015 For the year ended December 31, 2014 Parent Farms Greenhouse Leasing & Services Water Total Parent Farms Greenhouse Leasing & Services Water Total Revenue Farm revenue $- $2,413 $- $- $2,413 $- $2,405 $- $- $2,405 Leasing and services – related party - 62 947 - 1,009 - 16 - - 16 Member assessments - - - 10 10 - - - 15 15 Other & misc. - 6 - - 6 - - - - - Total revenue - 2,481 947 10 3,438 - 2,421 - 15 2,436 Less: direct cost of revenue - 2,857 203 - 3,060 - 2,994 - - 2,994 Gross Profit (Loss) - (376) 744 10 378 - (573) - 15 (558) Operating Expenses General & administrative 1,427 180 390 54 2,051 2,364 - - - 2,364 Depreciation&amortizatioin 1 386 12 160 559 89 250 - 170 509 Income (Loss) from operations (1,428) (942) 342 (204) (2,232) (2,453) (823) - (155) (3,431) Other Income (Expenses) Interest expense - (195) (600) (725) (1,520) (503) (108) - (439) (1,050) Loss on debt extinguishment - - - - - - - - (108) (108) Warrant and options expense (86) - - - (86) (81) - - - (81) Other & misc. 98 - - - 98 (2) - - - (2) Total Other Income (Expense) 12 (195) (600) (725) (1,508) (586) (108) - (547) (1,241) Net (Loss) Income from operations before income taxes (1,416) (1,137) (258) (929) (3,740) (3,039) (931) - (702) (4,672) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) before Non-Controlling Interest (1,416) (1,137) (258) (929) (3,740) (3,039) (931) - (702) (4,672) Non-controlling interest - - - (6) (6) - - - 6 6 Net (Loss) (1,416) (1,137) (258) (935) (3,746) (3,039) (931) - (696) (4,666) Preferred shareholder distributions (1,988) (49) (374) - (2,411) (1,643) - - - (1,643) Net (Loss) attributed to Two Rivers Water & Farming Company Common Shareholders $(3,404) $(1,186) $(632) $(935) $(6,157) $(4,682) $(931) $- $(696) $(6,309) Segment assets $1,979 $6,553 $7,667 $31,690 $47,889 $3,102 $8,616 $- $31,312 $43,030

Note 6 - Equity Transactions_ S

Note 6 - Equity Transactions: Stock Options Issued and Outstanding (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Stock Options Issued and Outstanding	Company Relationship Options Date of Grant Vesting Date Performance Requirement Expiration Date Exercise Price Exercised to Date Former Director 1,023,200 Jul-06 Jul-06 Satisfied Jul-16 $1.25 - Consultants 966,667 Various Various Satisfied Various $1.25 - Total 1,989,867

Note 6 - Equity Transactions_ 2

Note 6 - Equity Transactions: 2005 Option Plan (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
2005 Option Plan	Shares Weighted Average Exercise Price Outstanding December 21, 2013 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2014 1,989,867 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2015 1,989,867 $ 1.25 Options Exercisable, December 31, 2015 1,989,867 $ 1.25

Note 6 - Equity Transactions_ O

Note 6 - Equity Transactions: Options Valuation (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Options Valuation	2015 2014 Expected stock price volatility 72% 66% Risk-free interest rate 1.45% 1.31% Expected option life (years) 2.00 3.63-4.58 Expected annual dividend yield 0% 0%

Note 6 - Equity Transactions_ L

Note 6 - Equity Transactions: Long-Term Stock Incentives Plan (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Long-Term Stock Incentives Plan	Shares Outstanding December 31, 2013 3,122,615 Granted 559,834 Cancelled - Expired - Exercised (1,226,501) Outstanding December 31, 2014 2,455,948 Granted 115,625 Cancelled - Expired - Exercised (218,833) Outstanding December 31, 2015 2,352,740 Exercisable, December 31, 2015 2,352,740

Note 6 - Equity Transactions_ R

Note 6 - Equity Transactions: Restricted Stock Units Issued (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Restricted Stock Units Issued	Grantee Company Relationship RSUs issued Date of Grant Vesting Date Performance Requirement Exercised to Date John R. McKowen Chairman/CEO 2,480,948 Oct-10 (1) (2) 500,000 Wayne Harding CFO 700,000 Oct-10 (1) (2) 700,000 Jolee Henry Prior Director 400,000 Oct-10 Jan-11 n/a 86,000 3,630,948 1,286,000 Notes: (1) Vests 1/3 at the end of each 12 months from Date of Grant (2) Subject to employer deferral and employment agreement, if applicable and to satisfactory employee performance during the vesting period

Note 6 - Equity Transactions_ W

Note 6 - Equity Transactions: Warrants Outstanding (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Warrants Outstanding	Grantee Company Relationship Shares Date of Grant Vesting Date Expiration Date Exercise Price Boenning Scattergood Financial Advisor 250,000 May-11 May-11 May-16 $2.00 Investor Group Investors 300,000 Feb-12 Mar-12 (1) $1.00 Wedbush Securities Financial Advisor 200,000 Jun-12 Jun-12 Jun-17 $1.20 Dionisio Farms & Produce, Inc. Investors in subsidiary 360,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-1 Prior creditor in F-1 12,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-2 Investors in subsidiary 233,500 Dec-12 Dec-12 Dec-17 $3.00 HCIC Note Holders Creditors 1,367,000 Jun-13 Jun-13 Jun-18 $3.00 TR Capital Partners, LLC Investors 15,079,408 2014 2014 Jan-19 $2.10 17,802,908

Note 7 - Income Taxes_ Schedule

Note 7 - Income Taxes: Schedule of Effective Income Tax Rate (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Effective Income Tax Rate	Effective tax rate Federal statutory rate 34.00% Effect of: State taxes,net of federal benefit 3.06% Permanent items -15.27% Return to Provision Adjustment -0.01% Valuation allowance -21.77% Effective income tax rate 0.00%

Note 7 - Income Taxes_ Schedu54

Note 7 - Income Taxes: Schedule of Taxable Income (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Taxable Income	2015 2014 Book loss $ (6,157) $ (6,309) Tax adjustments: Stock based Comp - 247 Stock comp exercised - (167) Capital Expenses 2,416 1,872 Meals & Entertainment 16 16 Warrant and Option Expense 86 - Political Contributions 20 2 Donations - - Depreciation 169 (239) Amortization (43) (98) Estimate of taxable income $ (3,493) $ (4,676)

Note 7 - Income Taxes_ Income T

Note 7 - Income Taxes: Income Tax Provision (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Income Tax Provision	2015 2014 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (1,230) (1,153) State (111) (104) Total deferred (1,341) (1,256) Less: Valuation allowance 1,341 1,256 Total $ - $ -

Note 7 - Income Taxes_ Schedu56

Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	Cumulative Calculations: 2015 2014 Current deferred tax asset: Net operating loss carryforwards $ (13,996) $ (12,674) Capital loss (27) (27) Bargain purchase 643 643 RSU & stock option expense (1,984) (2,074) Fixed Assets and Intangibles 65 174 Charitable Contributions (5) (5) Bad Debt - - Total cumulative deferred tax assets (15,304) (13,962) Valuation allowance 15,304 13,962 Effective income tax asset $ - $ -

Note 7 - Income Taxes_ Taxes Ca

Note 7 - Income Taxes: Taxes Carryforwards (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Taxes Carryforwards	Federal Colorado 12/31/14 $ 34,272 $ 29,340 12/31/15 $ 3,493 $ 3,493 Balance $ 37,765 $ 32,833

Note 8 - Variable Interest En58

Note 8 - Variable Interest Entities: Interest and Other Income (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Interest and Other Income	December 31, 2015 2014 Maximum Loss Lease receivable from Suncanna $ 700,000 - $ 700,000 Advances to Suncanna $ 203,000 - $ 203,000 Total $ 903,000 - $ 903,000

Note 9 - Commitments and Cont59

Note 9 - Commitments and Contingencies: Lease Payments Due (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Lease Payments Due	Period Amount Due 2016 $ 47,000 2017 $ 47,000 2018 $ 23,000

Note 9 - Commitments and Cont60

Note 9 - Commitments and Contingencies: Farmland Lease (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Farmland Lease	Expiration County Acres Amount per year 2018 Pueblo 301 $ 187,000 2032 Pueblo 95 $ 14,000

Note 2 - Summary of Significa61

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Noncontrolling Interest (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Tr Capital	$ 20,588,000	$ 20,740,000
HCIC	1,375,000	1,369,000
F1	28,000	28,000
F2	162,000	222,000
DFP	452,000	452,000
GrowCo Partners 1, LLC	3,521,000
GCP Super Units, LLC	3,828,000
TR Cap 20150630 Distribution, LLC	498,000
TR Cap 20150930 Distribution, LLC	460,000
Noncontrolling Interest, Increase from Business Combination	$ 30,912,000	$ 22,811,000

Note 2 - Summary of Significa62

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Non-Controlling Interest Shares Gains (Losses) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
HCIC (1)	$ 6,000	$ (6,000)

Note 3 - Investments and Long63

Note 3 - Investments and Long-lived Assets: Reconstruction Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Begining Balance	$ 1,081,000	$ 34,000
Additions	5,430,000	1,391,000
Finished Transferred	(1,827,000)	(344,000)
Ending Balance	$ 4,684,000	$ 1,081,000

Note 3 - Investments and Long64

Note 3 - Investments and Long-lived Assets: Schedule of Purchase Price Allocation (Details)	Nov. 02, 2012USD ($)
Details
Produce Business	$ 1,037,000
Equipment	836,000
Prepaid Interst	30,000
Purchase Price End Balance	$ 1,903,000

Note 3 - Investments and Long65

Note 3 - Investments and Long-lived Assets: Value of Business Segment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Customer List	$ 580,000	$ 580,000
Trade Name	220,000	220,000
Residual Goodwill	237,000	237,000
Less Accumulated Amoritization	(120,000)	(80,000)
Investment and Long-Lived Asset End Balance	$ 917,000	$ 957,000

Note 4 - Notes Payable_ Sched66

Note 4 - Notes Payable: Schedule of Short-term Debt (Details)	Dec. 31, 2015USD ($)
Details
Hcic Seller Carry Back	$ 6,752,000
Series B convertible	25,000
CWCB	50,000
FirstOak Bank - Dionisio Farm	28,000
FirstOak Bank - Dionisio Farm 2	5,000
FNB-Mater	5,000
Seller Carry Back - Mater	25,000
McFinneyAgri-Finance	8,000
GrowCo Notes	4,000,000
Equipment loans	170,000
Loans Payable Current Total	$ 11,068,000

Note 4 - Notes Payable_ Sched67

Note 4 - Notes Payable: Schedule of Principal Payments Due (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Details
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Acquired During Period, Contractually Required Payments Receivable at Acquisition	$ 168,000	$ 4,586,000	$ 74,000	$ 2,036,000	$ 1,060,000	$ 7,010,000

Note 6 - Equity Transactions_68

Note 6 - Equity Transactions: Stock Options Issued and Outstanding (Details)	Dec. 31, 2015$ / sharesshares
Details
Former Director Shares | shares	1,023,200
Former Director Exercise Price | $ / shares	$ 1.25
Consultants Shares | shares	966,667
Consultants Exercise Price | $ / shares	$ 1.25

Note 6 - Equity Transactions_69

Note 6 - Equity Transactions: 2005 Option Plan (Details) - $ / shares	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Details
Rivers 2005 Option Plan	1,989,867	1,989,867	1,989,867
Two Rivers 2005 Option Plan Exercise Price	$ 1.25	$ 1.25	$ 1.25
Options Exercisable Dec 31, 2015	1,989,867

Note 6 - Equity Transactions_70

Note 6 - Equity Transactions: Options Valuation (Details)	Dec. 31, 2015	Dec. 31, 2014
Details
Expected stock price volatility	72.00%	66.00%
Risk-free interest rate	1.45%	1.31%

Note 6 - Equity Transactions_71

Note 6 - Equity Transactions: Restricted Stock Units Issued (Details)	Dec. 31, 2015shares
Details
John R. McKowen RSUs Issued	2,480,948
Wayne Harding RSUs Issued	700,000
Jolee Henry RSUs Issued	400,000
Total RSUs Issued	3,630,948

Note 7 - Income Taxes_ Schedu72

Note 7 - Income Taxes: Schedule of Taxable Income (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Book loss	$ (6,157)	$ (6,309)
Stock Based Comp		247
Stock Comp Exercised		(167)
Capital Expenses	2,416	1,872
Meals & Entertainment	16	16
Warrant and Option Expense	86
Political Contributions	20	2
Depreciation	169	(239)
Amortization	(43)	(98)
Estimate of taxable income	$ (3,493)	$ (4,676)

Note 7 - Income Taxes_ Income73

Note 7 - Income Taxes: Income Tax Provision (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Federal Deferred Tax	$ (1,230)	$ (1,153)
State Deferred Tax	(111)	(104)
Total Deferred Tax	(1,341)	(1,256)
Deferred Tax Assets, Valuation Allowance	$ 1,341	$ 1,256

Note 7 - Income Taxes_ Schedu74

Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Net operating loss carryforwards	$ (13,996)	$ (12,674)
Capital loss	(27)	(27)
Bargain purchase	643	643
RSU & stock option expense	(1,984)	(2,074)
Fixed Assets and Intangibles	65	174
Charitable Contributions	(5)	(5)
Total cumulative deferred tax assets	(15,304)	(13,962)
Valuation Allowance, Amount	$ 15,304	$ 13,962

Note 9 - Commitments and Cont75

Note 9 - Commitments and Contingencies: Lease Payments Due (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Details
Lease Payments Due	$ 23,000	$ 47,000	$ 47,000