TWO RIVERS WATER & FARMING (TURV) 10-K 30 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 21, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	TWO RIVERS WATER & FARMING Co
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Trading Symbol	turv
Amendment Flag	false
Entity Central Index Key	1,302,946
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		31,455,709
Entity Public Float			$ 9,252,052
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	2,016
Document Fiscal Period Focus	FY

Statement of Financial Position

Statement of Financial Position - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 150	$ 490
Accounts Receivable, Net, Current	240	910
Other Assets, Current	5
Assets from Discontinued Opperations Held for Sale	2,785	5,158
Assets, Current	3,180	6,558
Assets, Noncurrent
Property, Plant and Equipment, Gross	599	283
Land	2,851	2,852
Water assets	32,135	31,550
Greenhouse and Infrastructure	5,402	1,827
Construction in progress	3,520	4,684
Other Assets, Noncurrent	80	135
Assets, Noncurrent	44,587	41,331
Assets	47,767	47,889
Liabilities, Current
Accounts Payable, Current	1,495	327
Preferred Shares and Dividends Payable, Current	3,105	1,341
Notes Payable, Current	10,780	10,785
Accrued Liabilities, Current	695	357
Other Liabilities, Current	3,639	2,947
Liabilities, Current	19,714	15,757
Liabilities, Noncurrent
Notes Payable, Noncurrent	4,758	1,008
Liabilities	24,472	16,765
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	31	27
Additional Paid in Capital, Common Stock	75,142	73,702
Retained Earnings (Accumulated Deficit)	(84,244)	(73,517)
Stockholders' Equity Attributable to Noncontrolling Interest	32,366	30,912
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	23,295	31,124
Liabilities and Equity	$ 47,767	$ 47,889

Statement of Financial Positio3

Statement of Financial Position - Parenthetical - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Balance Sheets
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	30,452,075	26,980,811
Common Stock, Shares Outstanding	30,452,075	26,980,811

Statement of Income

Statement of Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues
Lease-Greenhouse	$ 204	$ 947
Other Revenue, Net	68	78
Revenues	272	1,025
Cost of Revenue
Direct cost of revenue		203
Cost of Revenue		203
Gross Profit	272	822
Operating Expenses
General and Administrative Expense	3,711	2,051
Depreciation	166	173
Operating Expenses	3,877	2,224
Operating Income (Loss)	(3,605)	(1,402)
Nonoperating Income (Expense)
Other Nonoperating Income (Expense)	17	98
Nonoperating Income (Expense)	17	98
Interest and Debt Expense
Interest Expense	1,780	1,325
Warrant expense	327	86
Interest and Debt Expense	2,107	1,411
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(5,695)	(2,715)
IncomeTaxExpenseBenefitContinuingOperationsAbstract
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(5,695)	(2,715)
Net loss (income) attributable to the noncontrolling interest	200	(6)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(2,624)	(1,025)
Net Income (Loss) Attributable to Parent	(8,119)	(3,746)
OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract
Preferred dividends	(2,608)	(2,411)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (10,727)	$ (6,157)
Earnings Per Share
Weighted Average Number of Shares Outstanding, Basic	28,147	26,782
Weighted Average Number of Shares Outstanding, Diluted	28,147	26,782

Statement of Cash Flows

Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Profit Loss	$ (10,927)	$ (6,151)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation, Depletion and Amortization	839	559
Gains (Losses) on Extinguishment of Debt	62
In-Kind Distributions	495	1,458
Inventory Write-down	1,230
Write off of Suncanna Receivable and Advance	910
Stock based compensation and warrants expense	477	204
Accretion Of Discount	199	245
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	(6,715)	(3,786)
Increase (Decrease) in Operating Assets
Decreae (increase) in advances & accounts receivable	(167)	(907)
Increase in farm products	81	(59)
Increase (Decrease) in Prepaid Expense and Other Assets	29	(50)
Increase (Decrease) in Other Operating Assets
Increase (Decrease) in Operating Assets	(57)	(1,016)
Increase (Decrease) in Operating Liabilities
Increase (Decrease) in Accounts Payable	1,905	202
Increase (Decrease) in Accrued Liabilities	374	1,439
Increase (Decrease) in Accounts Payable to Preferred Shareholders	1,764
Increase (Decrease) in Operating Capital	4,043	1,641
Net Cash Provided by (Used in) Operating Activities	(2,729)	(3,161)
Net Cash Provided by (Used in) Investing Activities
Proceeds from Sale of Property, Plant, and Equipment	(192)	(96)
Purchase of land, watershares, infrastructure	(691)	(352)
Construction And Development Costs	(2,597)	(5,430)
Net Cash Provided by (Used in) Investing Activities	(3,480)	(5,878)
Net Cash Provided by (Used in) Financing Activities
Proceeds from (Repayments of) Notes Payable	(950)	(823)
Proceeds from (Repayments of) Other Long-term Debt		4,580
Proceeds from (Repayments of) Long-term Debt and Capital Securities	5,237	3,869
Proceeds from Warrant Exercises	456
Proceeds of GCP Super Units	1,095
Net Cash Provided by (Used in) Financing Activities	5,838	7,626
Cash and Cash Equivalents, Period Increase (Decrease)	(371)	(1,413)
Cash and Cash Equivalents, at Carrying Value	490	1,934
Cash and Cash Equivalents, at Carrying Value	$ 150	$ 490

Statement of Shareholders' Equi

Statement of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Non-controlling interest	Retained Earnings	Total
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
Stock Issued During Period, Value, New Issues	$ 4	985			989
Stock Issued During Period, Shares, New Issues	3,471
AdjustmentsToAdditionalPaidInCapitalOther		455	1,454		1,909
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest				(10,727)	(10,727)
Stockholders' Equity at Dec. 31, 2016	$ 31	$ 75,142	$ 32,366	$ (84,244)	$ 23,295
Shares, Outstanding at Dec. 31, 2016	30,452

Note 1 - Organization and Busin

Note 1 - Organization and Business	12 Months Ended
	Dec. 31, 2016
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 a high-level view of our corporate organization as of March 21, 2017. For a more detailed accounting of ownership structure please refer to exhibit 21.1 filed herewith. Overview In 2009, we began acquiring and developing irrigated farmland and associated water rights and infrastructure. As of December 31, 2016, we own 7,376 gross acres. Gross acres owned decreased from 8,546gross acres at December 31, 2015 due to the sale of 1,170 acres. 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 are focused on water assets we have acquired and will acquire in the future. Since 2009, we have acquired strategic water assets and land in the Huerfano and Cucharas river basins in southeastern Colorado, thus the name Two Rivers. Our water asset area spans over 1,900 square miles and drops in elevation from over 14,000 feet down to the confluence of the Arkansas River, just east of Pueblo Colorado at 4,500 feet. We operate in a natural, gravity fed water alluvial. This basin is the last undeveloped basin along the front range of Colorado. As our first water-focused project, we plan to fully develop this basin to properly manage the water contained therein and serve the community while providing returns to our investors. Since October 2016 we have refocused on monetizing our assets. Monetization occurs in two different ways: sell or additionally invest. We have determined to sell assets that we have determined will not yield significant future returns to our shareholders and invest strategically in the assets that will. Specifically, we are selling our irrigated farmland currently used for the production of produce, the associated Dionisio produce business along with land that no longer serves our strategic vision of water management. We will take net proceeds, if any, from these sales and continue to invest in our water and water infrastructure. 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 occurred. Each record date will distribute 2,500,000 GrowCo common shares on a prorata basis of shares owned of Two Rivers’ common shares. On January 20, 2015, GrowCo Partners 1, LLC, or GCP1, completed a $4.4 million financing for the first greenhouse project, which consists of a 90,000 square foot greenhouse and 15,000 square foot processing and warehouse facility on 40 acres of land. During the third quarter of 2015, GrowCo completed a $4.0 million private placement of GrowCo debt, with proceeds to be used to partially fund the second greenhouse and provide working capital. In March 2016, GrowCo completed a $5.5 million private placement of equity interests of GCP Super Units, LLC, which will invest directly in various assets of GCP1 and GCP2, with proceeds to be used to complete the construction of the first greenhouse, partially fund the second greenhouse and provide working capital. The outside investment in GCP Super Units, LLC is reflected on our balance sheet as a non-controlling equity interest. GCP1’s greenhouse was partially occupied in September with lease revenue beginning September 1, 2015. On April 14, 2016, we received notice from the Marijuana Enforcement Division of the Colorado Department of Revenue that the then current tenant, Suncanna, LLC (“Suncanna”), had received a suspension order. This suspension, in addition to non-payment of back due lease payments owed, caused Suncanna to be in violation of its lease with GCP1. Therefore, GCP1 began the eviction process against Suncanna. Due to the eviction process, during the three months ended March 31, 2016, we wrote off $743,000 in Lease Revenues – Related Party, wrote off $587,000 in advances to Suncanna, and did not recognize any Lease Revenues – Related Party. During the nine months ended September 30, 2016, we recognized $25,000 in greenhouse lease revenue from a payment received from Suncanna in early April 2016. The total write off of $1.330 million was partially offset by a $350,000 reduction in the amount owed to the GCP1 preferred unit holders. On July 22, 2016 GCP1 received a Writ of Restitution from the Pueblo County Colorado District Court ordering Suncanna to vacate GCP1’s greenhouse by September 6, 2016. On August 31, 2016, a lawsuit was filed by Aaron Van Wingerden, owner of Suncanna, in Pueblo County Colorado District Court against GrowCo, GrowCo Business Development, LLC., GCP1, GrowCo Funding, LLC., TR Capital, Two Rivers and certain current and former employees, and associates. The Company believes that the suit has no merit and will have no material impact on the Company’s financial condition. Our second greenhouse project will also consist of a 90,000 square foot greenhouse and 15,000 square foot processing and warehouse facility on an additional 40 acres of land. Upon completion, this project will be operated, as a landlord, by GrowCo Partners 2, LLC, or GCP 2. GCP 2’s greenhouse will share some facilities (e.g., boiler, water, generator) whereby costs might be shared with GCP 1. GCP 2’s greenhouse structure was ordered in 2016. Construction on this greenhouse began in early January 2016 with an expected completion in mid 2017. Our third facility will be an oil Extraction Facility which is expected to be approximately 26,000 square feet. In the first quarter of 2016, GrowCo obtained $300,000 in subscriptions and associated payments in a promissory note offering of up to $1.5 million. In September 2016 GrowCo changed the offering to two series of promissory notes with aggregate principal amounts of up to either $6 million or $7 million, in each case together with warrants to purchase, at a price of $0.25 per share, .25 GrowCo common shares for each dollar invested in the related promissory notes. The initial four investors in the $6 million version of the notes received warrants to purchase one TURV share for each $1.00 invested at a price of $0.50 per share. Of the $300,000 principal amount of notes issued earlier, $200,000 were exchanged for the new note and warrant packages and $100,000 remain outstanding. As of March7, 2017, GrowCo had raised $5.0 million, including the $200,000 of notes issued in exchange for the earlier offered notes, at which time the offering was closed. A new $2M offering was subsequently initiated in March2017 with substantially the same terms for the purposes of finishing the second greenhouse.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
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. Entity Year ended December 31, 2016 2015 TR Capital $20,552,000 $20,588,000 HCIC 1,381,000 1,375,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (106,000) - GrowCo Partners 1, LLC 3,521,000 3,521,000 GCP Super Units, LLC 4,923,000 3,828,000 TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 - Totals $32,366,000 $30,912,000 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”), Two Rivers also formed three LLC special entities (TR Cap 20150630, Distribution, TR Cap 20150930 Distribution and TR Cap 20151231) to provide in-kind distributions totaling $1,452,000 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, 2016 2015 HCIC (1) $ 6,000 $ 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (206,000) - GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ (200,000) $ 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. 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, Related Party The Company carries its accounts receivable, net at management’s expectation of collection and past experience. As of December 31, 2016, and 2015, the Company did not have an allowance for doubtful accounts receivable based on past payment performance. See Note 11 for transactions with this related party. Capitalization of Interest As of December 31, 2016, $725,000 in notes payable interest has been capitalized in the construction of greenhouse 1 and 2. As of December 31, 2015, $438,000 in preferred return has been capitalized in the construction of greenhouse 1 and2. 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 2016 2015 Office equipment, furniture, computers 5 – 7 $ 11,000 $ 11,000 Computers 3 47,000 45,000 Vehicles 5 116,000 45,000 Farm equipment 7 - 10 1,632,000 1,807,000 Irrigation system 10 995,000 995,000 Buildings 27.5 393,000 393,000 Website 3 7,000 7,000 Subtotal 3,201,000 3,303,000 Less: Accumulated depreciation (1,842,000) (1,354,000) Net book value $ 1,359,000 $ 1,949,000 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. Impairment of DFP Intangibles In 2016, due to the discontinuance of DFP operations, we wrote off the full value of DFP intangibles (see Note 4). Revenue Recognition Lease Revenues – Related Party The lease between GrowCo Partners 1, LLC and its lessee is classified as an operating lease under ASC 840. Lease revenue is recognized monthly at the end of each month. Total lease payments under the 120-monthlease agreement for 50% of GCP1, which are $21,433,000,is divided by the lease term. Therefore, the average lease rate per month is $179,000. This spreads the total amount of the lease payment stream over the life of the lease. 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. Debt and Equity The Company accounts for warrants issued with debt in accordance with Accounting Standards Codification (“ASC”) 470, Debt, and allocates proceeds received to the warrants based on relative fair values. The Company also evaluates whether the issuance of the convertible instruments generates a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company would recognize the BCF by allocating the intrinsic value of the conversion option, which is the number of ordinary shares available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of each ordinary share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible preferred shares or debt instruments. No BCF has been recognized in the periods presented. 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, 2016, 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, 2016, 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 2013 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 244,00 RSUs, 6,163,315 options, and 16,461,663 warrants at December 31, 2016, 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 April 2015, FASB issued ASU 2015-03, “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases”. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018 which includes interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU is expected to result in all operating leases being capitalized in the Company’s financial statements. Due to the GrowCo leases, management believes that this ASU will have an impact on its financials and is in the process of analyzing its impact. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes In August 2015, the FASB issued ASU 2015-14 which updated (to defer the effective date by one year) previously issued ASU 2014-09, " Revenue from Contracts with Customers In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory 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” 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 - Discontinued Operation

Note 3 - Discontinued Operations	12 Months Ended
	Dec. 31, 2016
Notes
Note 3 - Discontinued Operations	NOTE 3 – DISCONTINUED OPERATIONS During the fourth quarter of 2016, we decided to discontinue operations of our Dionisio Farms and Produce (DFP) subsidiary. We decided to sell all assets associated with this business due to the sustained losses incurred. The assets and liabilities of the discontinued operations are presented separately under the captions “Assets of discontinued operations held for sale” and Liabilities of discontinued operations held for sale,” respectively, in the accompanying Consolidated Balance Sheets at December 31, 2016 and December 31, 2015 consist of the following: Assets of discontinued operations held for sale: 2016 2017 Cash $ 6,000 $ 31,000 Accounts receivable 37,000 110,000 Farm product - 81,000 Deposits and other current assets 57,000 51,000 Intangible assets - 917,000 Land and equipment 2,685,000 3,968,000 Total assets $ 2,785,000 $ 5,158,000 Liabilities of discontinued operations held for sale: Accounts payable $ 777,000 $ 40,000 Accrued liabilities 42,000 2,000 Notes payable 2,820,000 2,905,000 Total liabilities $ 3,639,000 $ 2,947,000 The income from discontinued operations presented in the statements of operations consist of the following for the year ended December 31, 2016 and December 31, 2015: Revenues $ 3,774,000 $ 2,413,000 Cost of goods sold 4,308,000 2,857,000 General and administrative expenses - - Depreciation and amortization 560,000 386,000 Interest 284,000 195,000 Other (loss on disposal of assets and intangibles) 1,246,000 - Total $ (2,624,000) $ 1,025,000 On March 3, 2017, the Company’s land and water assets associated with farming operations were auctioned off. Gross proceeds from the auction were $1,740,000 with net proceeds estimated to be $1,583,000. Proceeds will be used to pay off secured debt first with any residual proceeds used to pay unsecured debt. The loss on sale of land was not material.

Note 4 - Investments and Long-l

Note 4 - Investments and Long-lived Assets	12 Months Ended
	Dec. 31, 2016
Notes
Note 4 - Investments and Long-lived Assets	NOTE 4 – 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 During the year ended December 31, 2016, the Company transferred, as a partial completion, $3,315,000 into the first greenhouse. The Company has expended $8,922,000 on greenhouses 1 and 2. Management’s current plan is to complete greenhouse 2 to be 90,000 square feet with an associated 15,000 square foot warehouse. Year ended December 31, 2016 2015 Beginning balance $ 4,684,000 $ 1,081,000 Additions 2,495,000 5,430,000 Finished - Transferred (3,659,000) (1,827,000) Ending Balance $ 3,520,000 $ 4,684,000 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 Due to the discontinuance of the DFP farming operations, all of these assets have been written off as of December 31, 2016. Year ended December 31, 2016 2015 Customer list $ - $ 580,000 Trade name - 220,000 Residual goodwill - 237,000 - 1,037,000 Less accumulated amortization - (120,000) Ending Balance $ - $ 917,000

Note 5 - Notes Payable

Note 5 - Notes Payable	12 Months Ended
	Dec. 31, 2016
Notes
Note 5 - Notes Payable	NOTE 5 – 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, 2016, 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. For the year ending December 31, 2016 the Company is in technical default on $6,660,000 of the HCIC carry back notes due to non-payment of principle. Consequently, the entire amount of the notes has been classified as current. Management has been in contact with the various holders about an extension to July 1, 2019. As of December 31, 2016, management has received written commitments to extend $5,653,000 of these notes to July 1, 2019. 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. 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, 2016, 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, 2016, and 2015, the amounts outstanding under the CWCB Loan totaled $798,000 and $845,000, 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, 2016 and 3.25% as of December 31, 2015), 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, 2016 and 2015, the amounts outstanding under the FirstOak loan totaled $771,000 for both years. 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, 2016 and 2015, the amounts outstanding under the FirstOak loan totaled $118,000 and $162,000, respectively. We plan to settle this debt with the dissolution of farming operations. 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. The Company is in default on this debt due to non-payment of interest. We plan to settle this debt with the dissolution of farming operations. 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, 2016 and 2015, the amounts outstanding under the FirstOak loan totaled $156,000 and $152,000, respectively. We plan to settle this debt with the dissolution of farming operations. McFinney Agri-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, 2016 and 2015, the amounts outstanding under the McFinney loan totaled $625,000 and $631,000, respectively. GrowCo$4M 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 Partners 1 and GrowCo Partners 2 are developing the 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. The GrowCo notes investors also received one GrowCo common stock $1 warrant for each $1 invested. These warrants expire on April 30, 2020. GrowCo Exchange Notes In the first quarter of 2016, GrowCo obtained $300,000 in subscriptions and associated payments in a promissory note offering of up to $1.5 million. In September 2016 GrowCo changed the offering to two series of promissory notes with aggregate principal amounts of up to either $6 million or $7 million, in each case together with warrants to purchase, at a price of $0.25 per share, .25 GrowCo common shares for each dollar invested in the related promissory notes. The initial four investors in the $6 million version of the notes received warrants to purchase one TURV share for each $1.00 invested at a price of $0.50 per share. Of the $300,000 principal amount of notes issued earlier, $200,000 were exchanged for the new note and warrant packages and $100,000 remain outstanding. As of March 3, 2017, GrowCo had raised $5.0 million, including the $200,000 of notes issued in exchange for the earlier offered notes. At that time the financing was closed. During the year ended December 31, 2016, the Company incurred $493,000 in debt issuance costs related to its GrowCo Exchange Notes offering and expensed $73,000 to interest expense. The debt issuance costs are being amortized via the effective interest method, using 22.5%, over the life of the notes. Hemp Crop Participation Loan For the twelve months ended December 31, 2016, DFP issued short term notes, due March 31, 2017, to assist with the payment of crop inputs. These notes are secured by the Company’s live agriculture products planted during the 2016 calendar year. On August 10, 2016, Wayne Harding, our Chief Executive Officer, invested $7,000 in the DFP Hemp Crop Participation Loan (see Note 11). Below is a summary of the Company’s long term debt December 31, 2016 December 31, 2015 Note Principal Balance Accrued Interest Principal Balance Interest rate Security HCIC seller carry back $6,645,000 $147,000 $7,373,000 6% Shares in the Mutual Ditch Company Series B convertible debt - - 25,000 6% F-2 assets CWCB 798,000 23,000 845,000 2.5% Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm 771,000 12,000 771,000 (1) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm 118,000 1,000 162,000 (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 156,000 2,000 152,000 (1) Secured by Mater assets purchased McFinney Agri-Finance 625,000 - 631,000 6.8% 2,579 acres of pasture land in Ellicott Colorado GrowCo, Inc. GrowCo $4M notes 4,000,000 159,000 4,000,000 22.5% GCP1 land, water taps, Butte Valley water and land GrowCo $1.5M exchange note 100,000 6,000 - 22.5% GrowCo $6M exchange note 2,010,000 118,000 - 22.5% GrowCo $5M exchange note 2,677,000 75,000 - 10-22.5% Hemp loan 71,000 3,000 - 18% Unsecured GCP1 Short Term NP 25,000 - - 22.5 Unsecured Equipment loans 300,000 - 385,000 5 - 8% Specific equipment Total 18,886,000 $550,000 14,934,000 Less: HCIC discount - (127,000) Less: GrowCo discount (530,000) (109,000) Less: Current portion (12,590,000) (11,068,000) Long term portion $5,766,000 $3,630,000 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, 2016 HCIC seller carry back $ 6,645,000 CWCB 51,000 FirstOak Bank – Dionisio Farm 771,000 FirstOak Bank - Dionisio Farm 5,000 FirstOak Bank - Mater 156,000 FNB-Mater 590,000 McFinney Agri-Finance 8,000 GrowCo note 4,000,000 GrowCo $1.5M exchange note 100,000 Hemp loan 71,000 GCP1 Short Term NP 25,000 Equipment loans 168,000 Total $ 12,590,000 Schedule of principal payment due by year: Year Ending December 31, Total 2017 $8,590,000 2018 53,000 2019 674,000 2020 4,537,000 2021& Beyond 5,032,000 (1) Total $18,886,000 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 6 - Information On Busines

Note 6 - Information On Business Segments	12 Months Ended
	Dec. 31, 2016
Notes
Note 6 - Information On Business Segments	NOTE 6 – 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 Greenhouse business with Two Rivers Water & Farming Company as the Parent company. Therefore, we report our segments by these lines of businesses: Greenhouse and Water. Greenhouse contains our leasing of state of the art greenhouses to cannabis growers. 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. The Farming Business has been discontinued and therefore the operating losses and assets have been summarized. 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): Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Parent (Two Rivers) Farms (DFP) Greenhouse (GrowCo., GCP1, GCP2) Water (TR Cap) Total Parent Farms Greenhouse Water Total Revenue $ - $ - $ 204 $ 68 $ 272 $ - $ - $ 947 $ 10 $ 957 Less: direct cost of revenue - - - - - - - 203 - 203 Gross Margin - - 204 68 272 - - 744 10 754 Total Operating Expenses (1,208) - (2,457) (212) (3,877) (1,428) - (402) (214) (2,044) Total Other Income (Expense) (24) - (1,463) (603) (2,090) (100) - (600) (725) (1,425) Net (Loss) from Operations Before Income Taxes (1,232) - (3,716) (747) (5,695) (1,528) - (258) (929) (2,715) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from discontinued operations - (2,624) - - (2,624) - (1,025) - - (1,025) Net Loss from Operations (1,232) (2,624) (3,716) (747) (8,319) (1,528) (1,025) (258) (929) (3,740) Preferred dividends (1,937) - (671) - (2,608) (1,988) (49) (374) - (2,411) Non-controlling interest - - 206 (6) 200 - - - (6) (6) Net (Loss) $ (3,169) $ (2,624) $ (4,181) $ (753) $ (10,727) $ (3,516) $ (1,074) $ (632) $ (935) $ (6,157) Segment Assets $ 726 $ 2,785 $ 9,179 $ 35,077 $ 47,767 $ 1,775 $ 5,158 $ 7,667 $ 33,289 $ 47,889

Note 7 - Equity Transactions

Note 7 - Equity Transactions	12 Months Ended
	Dec. 31, 2016
Notes
Note 7 - Equity Transactions	NOTE 7 - 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, 2016, was 30,452,075 common shares. During the year ended December 31, 2016, the Company had the following common stock transactions: issued 1,880,948 shares to its former CEO for RSU’s previously awarded returned 35,000 from a former independent board member; issued 127,500 shares to its independent board members for 2015 service; issued 85,000 shares to a former director for RSU’s previously awarded; issued 727,500 shares to an HCIC debt holders in return for reduction in debt; issued 649,700 shares for warrant exercises; and · 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 2016; and issued 86,000 shares to a previous board member from a prior RSU grant. 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, 2016 and 2015. A summary of the Two Rivers 2005 Option Plan (“2005 Plan”) is as follows: Shares Weighted Average Exercise Price Outstanding December 21, 2014 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2015 1,989,867 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2016 1,989,867 $ 1.25 Options Exercisable, December 31, 2016 1,989,867 $ 1.25 For the year ended December 31, 2016, the Company extended 600,000 options that were due to expire in 2016and 2017 to an expiration dates in 2018 and 2019. This extension resulted in $52,000 of expense being recorded in 2016. Under the 2011 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 CEO 600,000 Aug ‘16 Various Ongoing Aug-‘26 Variable - Directors 600,000 Various Various Satisfied Various $0.53 - Employees 610,000 June ‘16 Various Ongoing Jun-‘26 $0.30 - Others 2,363,448 Various Various Satisfied Various Variable - Total 4,173,448 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: 2016 2015 Expected stock price volatility 142% 72% Risk-free interest rate 0.83% 1.45% Expected option life (years) 5.00 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, 2014 2,445,948 Granted - Cancelled - Expired - Exercised - Outstanding December 31, 2015 2,445,448 Granted 1,810,000 Cancelled - Expired - Exercised - Outstanding December 31, 2016 4,173,448 Exercisable, December 31, 2016 2,725,948 The option expense from both the 2011 and 2005 Plans were $180,000 and $31,000 for the years ended December 31, 2016 and 2015, 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 Jolee Henry Prior Director 400,000 Oct-10 Jan-11 n/a 171,000 400,000 171,000 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 As of December 31, 2016, the Company has outstanding the following warrants to purchase common stock: Grantee Company Relationship Shares Date of Grant Vesting Date Expiration Date Exercise Price 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 95,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-1 Prior creditor in F1 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 839,500 Jun-13 Jun-13 Jun-18 $3.00 TR Capital Partners, LLC Investors 14,168,944 2014 2014 Jan-19 $2.10 GrowCo Exchange Note Creditors 700,000 Apr-16 Apr-16 May-21 $0.50 16,549,944 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, 2016 and 2015, warrant expense totaled $327,000 and $55,000, 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 8 - Income Taxes

Note 8 - Income Taxes	12 Months Ended
	Dec. 31, 2016
Notes
Note 8 - Income Taxes	Note 8 – 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 -10.09% Return to Provision Adjustment -1.58% Other Adjustment -1.64% Valuation allowance -23.74% Effective income tax rate 0.00% Book loss reconciliation to estimated taxable income is as follows (in thousands): 2016 2015 Book loss $ (10,933) $ (6,157) Tax adjustments: Stock Based Comp 61 - Stock Comp Exercised (33) - Capital Expenses 2,629 2,416 Meals & Entertainment 6 16 Warrant Expense 327 86 Political Contributions 16 20 Donations - - Depreciation 514 169 Amortization 834 (43) Estimate of taxable income $ (6,579) $ (3,493) Income tax provision is summarized below (in thousands): 2016 2015 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (2382) (1230) State (214) (111) Total deferred (2596) (1341) Less: Valuation allowance 2,596 1,341 Total $ - $ - We will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2016 we had no unrecognized tax benefits in income tax expense, and do not expect any in 2016. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before 2013 and state examinations for years before 2013. The components of the deferred tax asset are as follows (in thousands): Cumulative Calculations: 2016 2015 Current deferred tax asset: Net operating loss carryforwards $ (16,319) $ (13,996) Capital loss (10) (27) Bargain purchase 643 643 RSU & stock option expense (1,995) (1,984) Fixed Assets and Intangibles (214) 65 Charitable Contributions (5) (5) Bad Debt - - Total cumulative deferred tax assets (17,899) (15,303) Valuation allowance 17,899 15,303 Effective income tax asset $ - $ - For the years ended December 31, 2016 and December 31, 2015, the deferred tax asset of $17,889,000 and $15,303,000, respectively, has a valuation allowance of $17,899,000 and $15,303,000, 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 12/31/15 $ 37,456 $ 37,456 12/31/16 6,579 6,579 Balance $ 44,035 $ 44,035

Note 9 - Going Concern

Note 9 - Going Concern	12 Months Ended
	Dec. 31, 2016
Notes
Note 9 - Going Concern	NOTE 9 – GOING CONCERN The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not generated significant revenues and has incurred net losses (including significant non-cash expenses) of approximately $10,700,000 and $6,157,000 during the years ended December 31, 2016 and 2015, respectively. At December 31, 2016, the Company has a working capital deficit and a stockholders’ deficit of approximately $16,534,000 and $84,000,000, respectively. The HCIC seller carry back debt is in technical default. These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The following paragraphs describe management’s plans to mitigate. The $4M GrowCo Note is classified as current due to the holders’ right to call the note upon 60-day’s notice. We do not believe that these holders will exercise their call option. The HCIC debt of $6.6 million is secured by water and land assets that are valued at approximately $24 million. Should the holders of the HCIC debt demand payment, the value of these assets make the debt re-financeable. Since December 31, 2016 to March 21, 2017 the Company has collected $600,000 under its GrowCo Exchange Note offerings. Beginning the second quarter of 2016, GrowCo will begin receiving rent payments on the first greenhouse. The first use of these funds will be to pay GCP1 accounts payable. In addition, the Company has received $257,000 in preferred investment into its Water Redevelopment subsidiary. Another $500,000 is expected to be raised in a second Water Redevelopment offering. On March 24, 2017, we have signed a term sheet for a $3,000,000 PIPE (private investment in public entity) financing which will provide additional capital to satisfy our working capital and capital expenditures during the coming twelve months. The proceeds will also be used to retire some of our debt. The entire amount will be provided to the Company after signing of the definitive documents which we expect in April or May of 2017. Additionally, we have substantially reduced by general and administrative and cash required for our operations as we have sold our irrigating farming business and reduced staff. Management Plans The Company has implemented a new strategy involving focusing on its water assets along with associated capital raises. On March 13, 2017, we have raised $257,000 as the first round of funding of our new water initiative. We plan to continue capital raises to fund our water initiatives. We believe that the actions discussed above are probable of occurring and mitigating the substantial doubt raised by our historical operating results and satisfying our estimated liquidity needs 12 months from the issuance of the financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as currently planned.

Note 10 - Commitments and Conti

Note 10 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Notes
Note 10 - Commitments and Contingencies	NOTE 10 - COMMITMENTS AND CONTINGENCIES Operating Leases In January 2016, 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. On March 1, 2017 the Company entered into a sub-lease agreement with our related party McGrow for these office facilities. The amounts due at the base rate are as follows: Period Amount Due 2017 $ 47,000 2018 $ 23,000 In February 2017 we entered into a new lease with Parker Road Campus, LLC in Aurora, Colorado, for our corporate headquarters. This space is 1,554 square feet and monthly payments of $2,201 which will begin April 1, 2017. The lease terminates on March 31, 2020. The amounts due at the base rate are as follows: Period Amount Due 2017 $ 24,000 2018 2019 $ 28,000 $ 28,000 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 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. 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. GCP 2 Construction The GCP 2 greenhouse is partially completed. We estimate that the cost to complete the second greenhouse is approximately $3,000,000. Suncanna Litigation In 2016, the Suncanna lease arrangement has been the subject of administrative and judicial proceedings: · · · · · · Management believes that this case is without merit and has filed a cross-complaint to recover amounts owed by Suncanna under the Suncanna lease agreement.

Note 11 - Related Party Transac

Note 11 - Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Notes
Note 11 - Related Party Transactions	NOTE 11 – 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: · · · The following is a list of all related party transactions during the year ended 12/31/16: · o Advance of $33,599 for expenses incurred for greenhouse supplies. o Revenue recorded of $178,609 for greenhouse lease. · o Advance of $8,295 for services rendered. o Advance of $5,000 for services rendered. o Expense payment of $374,526 for services rendered. o Fees paid of $107,250 for financing services. o Advance of $12,548 for services rendered. o The Company entered into a subleasing agreement whereby McGrow will pay $47K per year for office space leased by the Company. · o Interest expense of $85,630 on investment into GCP Super Units. o Payment of office space of $ 29,458 while CEO of Two Rivers. o Equity investment of $496,000 in GCP Super Units. o Equity compensation in the form of GrowCo common shares valued at $100,000 for services provided. o Fees of $71,864 for GrowCo capital raised. · o Short-term loan to the Company of $5,000 . o Short-term loan to the Company of $7,000. o Invested $100,000 in the GrowCo $4M Note. · · · o Samuel Morris $5,000 short-term loan to the Company. o Michael Harnish invested $35,000 in the GrowCo $6M Exchange Note prior to becoming a board member.

Note 12 - Subsequent Events

Note 12 - Subsequent Events	12 Months Ended
	Dec. 31, 2016
Notes
Note 12 - Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS Pursuant to FASB ASC 855, Management has evaluated all events and transactions that occurred from December 31, 2016 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 Significa19

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2016
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 Significa20

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Non-controlling Interest	Non-controlling Interest Below is the detail of non-controlling interest shown on the balance sheet. Entity Year ended December 31, 2016 2015 TR Capital $20,552,000 $20,588,000 HCIC 1,381,000 1,375,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (106,000) - GrowCo Partners 1, LLC 3,521,000 3,521,000 GCP Super Units, LLC 4,923,000 3,828,000 TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 - Totals $32,366,000 $30,912,000 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”), Two Rivers also formed three LLC special entities (TR Cap 20150630, Distribution, TR Cap 20150930 Distribution and TR Cap 20151231) to provide in-kind distributions totaling $1,452,000 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, 2016 2015 HCIC (1) $ 6,000 $ 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (206,000) - GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ (200,000) $ 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 Significa21

Note 2 - Summary of Significant Accounting Policies: Reclassification (Policies)	12 Months Ended
	Dec. 31, 2016
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 Significa22

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2016
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 Significa23

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2016
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 Significa24

Note 2 - Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies)	12 Months Ended
	Dec. 31, 2016
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.

Note 2 - Summary of Significa25

Note 2 - Summary of Significant Accounting Policies: Fair Value of Measurements and Disclosures (Policies)	12 Months Ended
	Dec. 31, 2016
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 Significa26

Note 2 - Summary of Significant Accounting Policies: Accounts Receivable, Related Party (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Accounts Receivable, Related Party	Accounts Receivable, Related Party The Company carries its accounts receivable, net at management’s expectation of collection and past experience. As of December 31, 2016, and 2015, the Company did not have an allowance for doubtful accounts receivable based on past payment performance. See Note 11 for transactions with this related party.

Note 2 - Summary of Significa27

Note 2 - Summary of Significant Accounting Policies: Capitalization of Interest (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Capitalization of Interest	Capitalization of Interest As of December 31, 2016, $725,000 in notes payable interest has been capitalized in the construction of greenhouse 1 and 2. As of December 31, 2015, $438,000 in preferred return has been capitalized in the construction of greenhouse 1 and2. 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, 2016
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 2016 2015 Office equipment, furniture, computers 5 – 7 $ 11,000 $ 11,000 Computers 3 47,000 45,000 Vehicles 5 116,000 45,000 Farm equipment 7 - 10 1,632,000 1,807,000 Irrigation system 10 995,000 995,000 Buildings 27.5 393,000 393,000 Website 3 7,000 7,000 Subtotal 3,201,000 3,303,000 Less: Accumulated depreciation (1,842,000) (1,354,000) Net book value $ 1,359,000 $ 1,949,000

Note 2 - Summary of Significa29

Note 2 - Summary of Significant Accounting Policies: Land (Policies)	12 Months Ended
	Dec. 31, 2016
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, 2016
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, 2016
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, 2016
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. Impairment of DFP Intangibles In 2016, due to the discontinuance of DFP operations, we wrote off the full value of DFP intangibles (see Note 4).

Note 2 - Summary of Significa33

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Revenue Recognition	Revenue Recognition Lease Revenues – Related Party The lease between GrowCo Partners 1, LLC and its lessee is classified as an operating lease under ASC 840. Lease revenue is recognized monthly at the end of each month. Total lease payments under the 120-monthlease agreement for 50% of GCP1, which are $21,433,000,is divided by the lease term. Therefore, the average lease rate per month is $179,000. This spreads the total amount of the lease payment stream over the life of the lease. 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, 2016
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: Debt and Equity (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Debt and Equity	Debt and Equity The Company accounts for warrants issued with debt in accordance with Accounting Standards Codification (“ASC”) 470, Debt, and allocates proceeds received to the warrants based on relative fair values. The Company also evaluates whether the issuance of the convertible instruments generates a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company would recognize the BCF by allocating the intrinsic value of the conversion option, which is the number of ordinary shares available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of each ordinary share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible preferred shares or debt instruments. No BCF has been recognized in the periods presented.

Note 2 - Summary of Significa36

Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2016
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, 2016, 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, 2016, 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 2013 and later tax returns are still subject to examination.

Note 2 - Summary of Significa37

Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies)	12 Months Ended
	Dec. 31, 2016
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 244,00 RSUs, 6,163,315 options, and 16,461,663 warrants at December 31, 2016, has not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive.

Note 2 - Summary of Significa38

Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In April 2015, FASB issued ASU 2015-03, “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases”. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018 which includes interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU is expected to result in all operating leases being capitalized in the Company’s financial statements. Due to the GrowCo leases, management believes that this ASU will have an impact on its financials and is in the process of analyzing its impact. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes In August 2015, the FASB issued ASU 2015-14 which updated (to defer the effective date by one year) previously issued ASU 2014-09, " Revenue from Contracts with Customers In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory 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” 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 Significa39

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Noncontrolling Interest (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Noncontrolling Interest	Entity Year ended December 31, 2016 2015 TR Capital $20,552,000 $20,588,000 HCIC 1,381,000 1,375,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (106,000) - GrowCo Partners 1, LLC 3,521,000 3,521,000 GCP Super Units, LLC 4,923,000 3,828,000 TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 - Totals $32,366,000 $30,912,000

Note 2 - Summary of Significa40

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Non-Controlling Interest Share of Gains (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Non-Controlling Interest Share of Gains	Entity Year ended December 31, 2016 2015 HCIC (1) $ 6,000 $ 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (206,000) - GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - Totals $ (200,000) $ 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 4 - Investments and Long41

Note 4 - Investments and Long-lived Assets: Construction in Progress (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Construction in Progress	Year ended December 31, 2016 2015 Beginning balance $ 4,684,000 $ 1,081,000 Additions 2,495,000 5,430,000 Finished - Transferred (3,659,000) (1,827,000) Ending Balance $ 3,520,000 $ 4,684,000

Note 4 - Investments and Long42

Note 4 - Investments and Long-lived Assets: Purchase Price Allocation (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Purchase Price Allocation	Produce business $ 1,037,000 Equipment 836,000 Prepaid interest 30,000 Ending Balance $ 1,903,000

Note 4 - Investments and Long43

Note 4 - Investments and Long-lived Assets: Value of Bussiness Segment (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Value of Bussiness Segment	Due to the discontinuance of the DFP farming operations, all of these assets have been written off as of December 31, 2016. Year ended December 31, 2016 2015 Customer list $ - $ 580,000 Trade name - 220,000 Residual goodwill - 237,000 - 1,037,000 Less accumulated amortization - (120,000) Ending Balance $ - $ 917,000

Note 5 - Notes Payable_ Schedul

Note 5 - Notes Payable: Schedule of Long-term Debt Instruments (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Long-term Debt Instruments	December 31, 2016 December 31, 2015 Note Principal Balance Accrued Interest Principal Balance Interest rate Security HCIC seller carry back $6,645,000 $147,000 $7,373,000 6% Shares in the Mutual Ditch Company Series B convertible debt - - 25,000 6% F-2 assets CWCB 798,000 23,000 845,000 2.5% Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm 771,000 12,000 771,000 (1) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm 118,000 1,000 162,000 (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 156,000 2,000 152,000 (1) Secured by Mater assets purchased McFinney Agri-Finance 625,000 - 631,000 6.8% 2,579 acres of pasture land in Ellicott Colorado GrowCo, Inc. GrowCo $4M notes 4,000,000 159,000 4,000,000 22.5% GCP1 land, water taps, Butte Valley water and land GrowCo $1.5M exchange note 100,000 6,000 - 22.5% GrowCo $6M exchange note 2,010,000 118,000 - 22.5% GrowCo $5M exchange note 2,677,000 75,000 - 10-22.5% Hemp loan 71,000 3,000 - 18% Unsecured GCP1 Short Term NP 25,000 - - 22.5 Unsecured Equipment loans 300,000 - 385,000 5 - 8% Specific equipment Total 18,886,000 $550,000 14,934,000 Less: HCIC discount - (127,000) Less: GrowCo discount (530,000) (109,000) Less: Current portion (12,590,000) (11,068,000) Long term portion $5,766,000 $3,630,000 Notes: (1) Prime rate + 1.0%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6%

Note 5 - Notes Payable_ Sched45

Note 5 - Notes Payable: Schedule of Short-term Debt (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Short-term Debt	Current portion long term debt: December 31, 2016 HCIC seller carry back $ 6,645,000 CWCB 51,000 FirstOak Bank – Dionisio Farm 771,000 FirstOak Bank - Dionisio Farm 5,000 FirstOak Bank - Mater 156,000 FNB-Mater 590,000 McFinney Agri-Finance 8,000 GrowCo note 4,000,000 GrowCo $1.5M exchange note 100,000 Hemp loan 71,000 GCP1 Short Term NP 25,000 Equipment loans 168,000 Total $ 12,590,000

Note 5 - Notes Payable_ Sched46

Note 5 - Notes Payable: Schedule of Principal Payments (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Principal Payments	Year Ending December 31, Total 2017 $8,590,000 2018 53,000 2019 674,000 2020 4,537,000 2021& Beyond 5,032,000 (1) Total $18,886,000

Note 6 - Information On Busin47

Note 6 - Information On Business Segments: Schedule of Other Operating Cost and Expense, by Component (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Other Operating Cost and Expense, by Component	Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Parent (Two Rivers) Farms (DFP) Greenhouse (GrowCo., GCP1, GCP2) Water (TR Cap) Total Parent Farms Greenhouse Water Total Revenue $ - $ - $ 204 $ 68 $ 272 $ - $ - $ 947 $ 10 $ 957 Less: direct cost of revenue - - - - - - - 203 - 203 Gross Margin - - 204 68 272 - - 744 10 754 Total Operating Expenses (1,208) - (2,457) (212) (3,877) (1,428) - (402) (214) (2,044) Total Other Income (Expense) (24) - (1,463) (603) (2,090) (100) - (600) (725) (1,425) Net (Loss) from Operations Before Income Taxes (1,232) - (3,716) (747) (5,695) (1,528) - (258) (929) (2,715) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from discontinued operations - (2,624) - - (2,624) - (1,025) - - (1,025) Net Loss from Operations (1,232) (2,624) (3,716) (747) (8,319) (1,528) (1,025) (258) (929) (3,740) Preferred dividends (1,937) - (671) - (2,608) (1,988) (49) (374) - (2,411) Non-controlling interest - - 206 (6) 200 - - - (6) (6) Net (Loss) $ (3,169) $ (2,624) $ (4,181) $ (753) $ (10,727) $ (3,516) $ (1,074) $ (632) $ (935) $ (6,157) Segment Assets $ 726 $ 2,785 $ 9,179 $ 35,077 $ 47,767 $ 1,775 $ 5,158 $ 7,667 $ 33,289 $ 47,889

Note 7 - Equity Transactions_ S

Note 7 - Equity Transactions: Stock Options Issued & Outstanding (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Stock Options Issued & 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 7 - Equity Transactions_ 2

Note 7 - Equity Transactions: 2005 Options Plan (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
2005 Options Plan	Shares Weighted Average Exercise Price Outstanding December 21, 2014 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2015 1,989,867 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2016 1,989,867 $ 1.25 Options Exercisable, December 31, 2016 1,989,867 $ 1.25

Note 7 - Equity Transactions_ O

Note 7 - Equity Transactions: Options Valuation (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Options Valuation	2016 2015 Expected stock price volatility 142% 72% Risk-free interest rate 0.83% 1.45% Expected option life (years) 5.00 3.63-4.58 Expected annual dividend yield 0% 0%

Note 7 - Equity Transactions_ L

Note 7 - Equity Transactions: Long-Term Stock Incentive Plan (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Long-Term Stock Incentive Plan	Shares Outstanding December 31, 2014 2,445,948 Granted - Cancelled - Expired - Exercised - Outstanding December 31, 2015 2,445,448 Granted 1,810,000 Cancelled - Expired - Exercised - Outstanding December 31, 2016 4,173,448 Exercisable, December 31, 2016 2,725,948

Note 7 - Equity Transactions_ W

Note 7 - Equity Transactions: Warrants Outstanding (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Warrants Outstanding	Grantee Company Relationship Shares Date of Grant Vesting Date Expiration Date Exercise Price 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 95,500 Dec-12 Dec-12 Dec-17 $3.00 Two Rivers Farms F-1 Prior creditor in F1 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 839,500 Jun-13 Jun-13 Jun-18 $3.00 TR Capital Partners, LLC Investors 14,168,944 2014 2014 Jan-19 $2.10 GrowCo Exchange Note Creditors 700,000 Apr-16 Apr-16 May-21 $0.50 16,549,944

Note 8 - Income Taxes_ Schedule

Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	Effective tax rate Federal statutory rate 34.00% Effect of: State taxes, net of federal benefit 3.06% Permanent items -10.09% Return to Provision Adjustment -1.58% Other Adjustment -1.64% Valuation allowance -23.74% Effective income tax rate 0.00%

Note 8 - Income Taxes_ Schedu54

Note 8 - Income Taxes: Schedule of Taxable Income (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Taxable Income	2016 2015 Book loss $ (10,933) $ (6,157) Tax adjustments: Stock Based Comp 61 - Stock Comp Exercised (33) - Capital Expenses 2,629 2,416 Meals & Entertainment 6 16 Warrant Expense 327 86 Political Contributions 16 20 Donations - - Depreciation 514 169 Amortization 834 (43) Estimate of taxable income $ (6,579) $ (3,493)

Note 8 - Income Taxes_ Schedu55

Note 8 - Income Taxes: Schedule of Tax Provisions (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Tax Provisions	2016 2015 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (2382) (1230) State (214) (111) Total deferred (2596) (1341) Less: Valuation allowance 2,596 1,341 Total $ - $ -

Note 8 - Income Taxes_ Schedu56

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	Cumulative Calculations: 2016 2015 Current deferred tax asset: Net operating loss carryforwards $ (16,319) $ (13,996) Capital loss (10) (27) Bargain purchase 643 643 RSU & stock option expense (1,995) (1,984) Fixed Assets and Intangibles (214) 65 Charitable Contributions (5) (5) Bad Debt - - Total cumulative deferred tax assets (17,899) (15,303) Valuation allowance 17,899 15,303 Effective income tax asset $ - $ -

Note 8 - Income Taxes_ Taxes Ca

Note 8 - Income Taxes: Taxes Carryforward (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Taxes Carryforward	Federal Colorado 12/31/15 $ 37,456 $ 37,456 12/31/16 6,579 6,579 Balance $ 44,035 $ 44,035

Note 2 - Summary of Significa58

Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest: Noncontrolling Interest (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Details
Tr Capital	$ 20,588,000	$ 20,552,000
HCIC	1,375,000	1,381,000
F1	29,000	29,000
F2	162,000	162,000
DFP	452,000	452,000
GrowCo		(106,000)
GrowCo Partners 1	3,521,000	3,521,000
GCP Super Units	3,828,000	4,923,000
TR Cap 20150630	497,000	497,000
TR Cap 20150930	460,000	460,000
TR Cap 20151231		495,000
Noncontrolling Interest, Increase from Business Combination	$ 30,912,000	$ 32,366,000

Note 4 - Investments and Long59

Note 4 - Investments and Long-lived Assets: Construction in Progress (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Details
Construction and development costs begining	$ 4,684,000	$ 1,081,000
Construction and development costs additions	2,495,000	5,430,000
Construction and development costs completed transferred	(3,659,000)	(1,827,000)
Construction and development costs ending balance	$ 3,520,000	$ 4,684,000

Note 4 - Investments and Long60

Note 4 - Investments and Long-lived Assets: Value of Bussiness Segment (Details)	Dec. 31, 2015USD ($)
Details
Finite-Lived Customer Lists, Gross	$ 580,000
Indefinite-Lived Trade Names	220,000
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	237,000
Deferred Revenue, Leases, Accumulated Amortization	(120,000)
Finite-lived Intangible Assets, Fair Value Disclosure	$ 917,000

Note 5 - Notes Payable_ Sched61

Note 5 - Notes Payable: Schedule of Short-term Debt (Details)	Dec. 31, 2016USD ($)
Details
HCIC seller carry back	$ 6,645,000
CWCB	51,000
FirstOak Bank - Dionisio	771,000
FirstOak Bank - Dionisio2	5,000
FirstOak Bank - Mater	156,000
FNB-Mater	590,000
McFinney Agri-Finance	8,000
GrowCo note	4,000,000
GrowCo $1.5M exchange	100,000
Hemp loan	71,000
GCP1 Short Term NP	25,000
Equipment loans	168,000
Loans Payable Total	$ 12,590,000

Note 5 - Notes Payable_ Sched62

Note 5 - Notes Payable: Schedule of Principal Payments (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Details
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Acquired During Period, Contractually Required Payments Receivable at Acquisition	$ 5,032,000	$ 4,537,000	$ 674,000	$ 53,000	$ 8,590,000

Note 7 - Equity Transactions_63

Note 7 - Equity Transactions: Stock Options Issued & Outstanding (Details)	Dec. 31, 2016$ / sharesshares
Details
Former Director Shares | shares	1,023,200
Former Director Exercise Price | $ / shares	$ 1.25
Consultants Shares | shares	966,667
ConsultantsExercisePrice | $ / shares	$ 1.25

Note 7 - Equity Transactions_64

Note 7 - Equity Transactions: 2005 Options Plan (Details) - $ / shares	Dec. 31, 2016	Dec. 31, 2015	Dec. 21, 2014
Details
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	1,989,867	1,989,867	1,989,867
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 1.25	$ 1.25	$ 1.25

Note 7 - Equity Transactions_65

Note 7 - Equity Transactions: Options Valuation (Details)	Dec. 31, 2016	Dec. 31, 2015
Details
Expected Stock Price Volatility	142.00%	72.00%

Note 8 - Income Taxes_ Schedu66

Note 8 - Income Taxes: Schedule of Taxable Income (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Book Loss	$ (109.3300)	$ (61.5700)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	61
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	(33)
Capital Expenses	2,629	2,416
Meals Entertainment	6	16
Warrant And Option Expense	327	86
Political Contributions	16	20
Depreciation	514	169
Amortization1	834	(43)
Estimate of taxable income	$ (6,579)	$ (3,493)

Note 8 - Income Taxes_ Schedu67

Note 8 - Income Taxes: Schedule of Tax Provisions (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Federal Deferred Tax	$ (2,382)	$ (1,230)
State Deferred Tax	(214)	(111)
Total Deferred Tax	(2,596)	(1,341)
Deferred Tax Assets, Valuation Allowance	$ 2,596	$ 1,341

Note 8 - Income Taxes_ Schedu68

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ (16,319)	$ (13,996)
Deferred Tax Assets, Capital Loss Carryforwards	(10)	(27)
Bargain Purchase	643	643
RSU & stock option expense	(1,995)	(1,984)
Fixed Assets and Intangibles	(214)	65
Deferred Tax Assets, Charitable Contribution Carryforwards	(5)	(5)
Deferred Tax Assets, Net of Valuation Allowance, Current	(17,899)	(15,303)
Deferred Tax Assets, Valuation Allowance, Current	$ 17,899	$ 15,303

Note 10 - Commitments and Con69

Note 10 - Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Capital Leases, Contingent Rental Payments Due	$ 23,000	$ 47,000