TWO RIVERS WATER & FARMING (TURV) 10-Q 11 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 07, 2017
Document and Entity Information:
Entity Registrant Name	TWO RIVERS WATER & FARMING Co
Entity Central Index Key	1,302,946
Document Type	10-Q
Trading Symbol	TURV
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		32,281,271
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 536	$ 150
Accounts receivable related party, net	2,015	240
Deposits and other current assets	119	5
Assets of discontinued operations held for sale		2,785
Total Current Assets	2,670	3,180
Long Term Assets:
Property, equipment and software, net	226	599
Land	3,728	3,803
Water assets	31,270	31,183
Greenhouse and infrastructure	5,284	5,402
Construction in progress	3,895	3,520
Other long term assets	194	80
Total Long Term Assets	44,597	44,587
TOTAL ASSETS	47,267	47,767
Current Liabilities:
Accounts payable	1,209	1,495
Accrued liabilities	1,194	695
Current portion of notes payable	13,104	10,780
Preferred dividend payable	4,300	3,105
Liabilities of discontinued operations held for sale	257	2,841
Total Current Liabilities	20,064	18,916
Notes Payable, net of current portion and unamortized debt issuance costs	5,245	5,556
Total Liabilities	25,309	24,472
Stockholders' Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 31,975,110 and 30,452,075 shares issued and outstanding at June 30, 2017 and December 31, 2016	32	31
Additional paid-in capital	75,985	75,142
Accumulated (deficit)	(86,432)	(84,244)
Total Two Rivers Water Company Shareholders' Equity	(10,415)	(9,071)
Noncontrolling interest in subsidiary	32,373	32,366
Total Stockholders' Equity	21,958	23,295
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 47,267	$ 47,767

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common Stock, par value (in dollar per shares)	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	31,975,110	30,452,075
Common Stock, shares outstanding	31,975,110	30,452,075

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue
Leasing - Greenhouse (related party)	$ 1,323	$ 25	$ 1,859	$ 25
Other	18	33	24	33
Total Revenue	1,341	58	1,883	58
Operating Expenses:
General and administrative	177	599	576	2,100
Depreciation and amortization	120	36	249	106
Total operating expenses	297	635	825	2,206
Profit (Loss) from Operations	1,044	(577)	1,058	(2,148)
Other Income (Expense)
Interest (expense)	(697)	(484)	(1,187)	(799)
Gain on disposal of assets	152		80
Other income	11		9	39
Total other income (expense)	(534)	(484)	(1,098)	(760)
Net (Loss) from Continuing Operations before Taxes	510	(1,061)	(40)	(2,908)
Net (Loss) from discontinued operations	(534)	(249)	(1,081)	(391)
Net (Loss)	(24)	(1,310)	(1,121)	(3,299)
Net loss (income) attributable to noncontrolling interest	85	(8)	143	(8)
Net Income (Loss)	61	(1,318)	(978)	(3,307)
Preferred shareholder distributions	(519)	(642)	(1,195)	(1,243)
Net Loss Attributable to Common Shareholders	$ (458)	$ (1,960)	$ (2,173)	$ (4,550)
Profit (Loss) Per Common Share - Basic and Dilutive:	$ (0.01)	$ (0.07)	$ (0.07)	$ (0.16)
Weighted Average Shares Outstanding:
Basic and dilutive	31,775	28,827	30,485	27,904

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities:
Net (Loss)	$ (2,316)	$ (4,550)
Adjustments to reconcile net income or (loss) to net cash (used in) operating activities:
Depreciation and amortization	250	327
Accretion of debt discount	169	131
Loss from debt extinguishment	46
Write off of Suncanna receivable and advance		910
Stock Option and Warrant expense	194	(14)
In-kind distributions		503
Loss (gain) on write down of assets related to property and equipment	588
Net change in operating assets and liabilities:
(Increase) decrease in accounts receivable	32	74
(Increase) in accounts receivable, related party	(1,771)
Decrease in farm product		(1,494)
(Increase) decrease in deposits, prepaid expenses and other assets	(171)	14
Increase (decrease) in accounts payable	(723)	1,504
Increase in distribution payable to preferred shareholders	1,195	399
Increase in accrued liabilities and other	465	10
Net Cash (Used in) Operating Activities	(2,042)	(2,186)
Cash Flows from Investing Activities:
Purchase of property and equipment	(109)	(117)
Proceeds from sale of property and equipment	829
Purchase of land, water shares, infrastructure		(279)
Construction in progress	(376)	(1,208)
Net Cash Provided by (Used in) Investing Activities	344	(1,604)
Cash Flows from Financing Activities:
GrowCo LLC preferred membership offerings		1,207
Proceeds from sale of preferred membership units	253
Proceeds from warrant exercises	208
Proceeds from long-term debt	2,034	2,409
Payment on notes payable	(411)	(220)
Net Cash Provided by Financing Activities	2,084	3,396
Net Increase (Decrease) in Cash & Cash Equivalents	386	(394)
Beginning Cash & Cash Equivalents	150	521
Ending Cash & Cash Equivalents	536	127
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of $131 and $114 respectively capitalized into CIP	426	$ 546
Land exchanged for debt	1,606
Shares issued in exchange for debt	238
Conversion of TR Cap into Two Rivers common shares	70
Conversion of Accounts Payable into Water Redev preferred shares	$ 100

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statement of Cash Flows [Abstract]
Interest capitazlied into CIP	$ 131	$ 114

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1 – ORGANIZATION AND BUSINESS Unless the context requires otherwise, references in these notes to “Two Rivers,” the “Company,” “we,” “our,” “us” and similar terms are to Two Rivers Water & Farming Company and its subsidiaries. Corporate Evolution In 2014, we formed a new company, TR Capital Partners, LLC or TR Capital, which issued all its common units to Two Rivers Water & Farming Company, and our direct and indirect subsidiaries entered into a series of related transactions as the result of which assets and operations of those subsidiaries transferred to TR Capital. As a result of those transactions, TR Capital operates or controls all of the operations formerly conducted by those subsidiaries, and we classify TR Capital as Two Rivers Water & Farming Company for purposes of our financial statements. Two Rivers has divided its operations into our traditional lines of business of farming and water, which are operated by us, and our cannabis-focused business, which is operated by our subsidiary GrowCo, Inc., or GrowCo. Overview In 2009, we began acquiring and developing irrigated farmland and associated water rights and infrastructure. As of June 30, 2017, we owned 7,012 gross acres. In May 2014, we formed GrowCo, which issued 20,000,000 shares of its common stock to Two Rivers. In August 2014, we announced that we were reserving 10,000,000 of the GrowCo shares for distribution to holders of our Common Stock as of four record dates (January 1, 2015; April 1, 2015; July 1, 2015 and October 1, 2015) after a registration statement covering GrowCo common shares has been filed and declared effective, which has not yet occurred. On each record date, we recorded a pending distribution of 2,500,000 GrowCo common shares on a pro rata basis to holders of Common Stock. 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. 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 six months ended June 30, 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 six months ended June 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 structure was ordered in 2016. Construction on this greenhouse began in early January 2016 with an expected completion in late 2017 or early 2018. During the third quarter of 2015, GrowCo completed a $4.0 million private placement of debt securities, with proceeds to be used to partially fund the second greenhouse and provide working capital. In December 2015, GrowCo completed a $5.1 million private placement of equity interests of GCP Super Units, LLC, which will invest directly in various assets of GrowCo, with proceeds to be used to complete the construction of the first greenhouse, partially fund the second greenhouse and provide working capital. Our investment in GCP Super Units, LLC is reflected on our balance sheet as a non-controlling equity interest. 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, 1.00 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 7, 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 March 2017 with substantially the same terms for the purposes of finishing the second greenhouse. As of August 7, 2017, $1,000,000 had been raised in this new offering. Water Redevelopment Company We formed Water Redevelopment Company (“Water Redev”) in February 2017 for the purpose of separating our water assets from the rest of our business and to enable additional raising of capital for the purpose of investing in our water assets. Water Redevelopment Company is a subsidiary of Two Rivers and focuses on development and redevelopment of infrastructure for water management and delivery. Water is one of the most basic, core assets. Water Redev’s first area of focus is in the Huerfano-Cucharas river basin in southeastern Colorado.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Two Rivers along with its farming, water and greenhouse operations. All significant inter-company balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 30, 2017. Non-controlling Interest Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. June 30, 2017 December 31, 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,371,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (352,000 ) (206,000 ) GrowCo Partners 1, LLC 3,601,000 3,621,000 GCP Super Units, LLC 4,923,000 4,923,000 Water Redevelopment Company, LLC 253,000 — TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 495,000 Totals $ 32,373,000 $ 32,366,000 In 2015, $152,000 of TR Capital Preferred Membership units were exchanged, pursuant to a pre-existing exchange agreement, for Two Rivers’ common shares and $60,000 of Two Rivers Farms F-2, Inc. (“F-2”) membership units converted into Two Rivers’ common shares. Two Rivers also formed six LLC special entities (TR Cap 20160630 Distribution, TR Cap 20160930 Distribution, and TR Cap 20161231) to provide in-kind distributions totaling $1,452,000 to holders of TR Capital Preferred Membership units. 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 condensed consolidated 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 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. 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: Asset Type Life in Years June 30, 2017 December 31, 2016 Office equipment, furniture 5 – 7 $ 11,000 $ 11,000 Computers 3 47,000 47,000 Vehicles 5 136,000 116,000 Farm equipment 7 – 10 381,000 1,632,000 Irrigation system 10 — 995,000 Buildings 27.5 15,000 393,000 Website 3 7,000 7,000 Subtotal 597,000 3,201,000 Less: Accumulated depreciation (371,000 ) (1,842,000 ) Net book value $ 226,000 $ 1,359,000 Land Land acquired for farming or water rights is recorded at cost. 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 Management periodically evaluates the carrying value of its assets including water rights and infrastructure, 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 reserve 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 Huerfano Cucharas Irrigation Company (“HCIC”) and Orlando Reservoir No. 2 Company, LLC (“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. Revenue Recognition Lease Revenues The lease between GCP1, a subsidiary of TR Cap, and its related party lessee, Suncanna, was classified as an operating lease under ASC 840. Our lease with Johnny Cannaseed, our current tenant, is also classified as an operating lease. On April 14, 2016, we received notice from the Marijuana Enforcement Division of the Colorado Department of Revenue that Suncanna had received a suspension order. This caused Suncanna to be in violation of its lease with GCP1. Therefore, GCP1 began an eviction process against Suncanna. Due to the eviction process, during the six months ended June 30, 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. The total write off of $1.330 million is partially off-set by a $350,000 reduction in the amount owed to the GCP1 preferred unit holders. On July 22, 2016 GCP1 received a court ordered Writ of Restitution from the Pueblo County Colorado District Court ordering Suncanna, the Company’s then tenant in its marijuana-focused greenhouse, to vacate the greenhouse by September 6, 2016. On September 6, 2016 the Company took possession of the greenhouse and began re-conditioning it for the new tenant which began growing operations in one half of the greenhouse in December 2016. 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 condensed consolidated financial statements. The assessments that are not eliminated are included in Other revenue. 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. Net (Loss) per Share Basic net (loss) 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 126,000 RSUs, 6,163,315 options, and 16,461,663 warrants at June 30, 2017, 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 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 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 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.

INVESTMENTS AND LONG-LIVED ASSE

INVESTMENTS AND LONG-LIVED ASSETS	6 Months Ended
	Jun. 30, 2017
Investments, All Other Investments [Abstract]
INVESTMENTS AND LONG-LIVED ASSETS	NOTE 3 – INVESTMENTS AND LONG-LIVED ASSETS Land Upon purchasing land, the value is recorded at the purchase price or fair value, whichever is more appropriate. Costs incurred to prepare the land for the intended purpose are 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. It has obtained water rights through the purchase of shares in a mutual ditch company, which it accomplished through its purchase of shares in HCIC, or through the purchase of an entity holding water rights, which it effected through its purchase of a membership interest of 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. 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. GrowCo, GCP1, GCP2 Greenhouse Construction in Progress Construction costs are capitalized, and not amortized or depreciated until the construction is completed in accordance with ASC 360 and 835. The Company has completed the construction of its first greenhouse (90,000 square feet plus a 1,000 square feet boiler/mechanical room) and related warehouse facilities (15,000 square feet). Construction costs are as follows: Six Months Ended June 30, 2017 Year Ended December 31, 2016 Beginning balance $ 3,520,000 $ 4,684,000 Additions 433,000 2,495,000 Finished - Transferred (58,000 ) (3,659,000 ) Ending Balance $ 3,895,000 $ 3,520,000 The Company estimates an additional expenditure of $3.5 million is required for the completion of the GCP2 greenhouse and warehouse.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4 – NOTES PAYABLE Below is a summary of the Company’s consolidated long term debt: June 30, 2017 Dec. 31, 2016 Note Principal Balance Accrued Interest Principal Balance Interest Rate Security HCIC seller carry back $ 6,434,000 $ 179,000 $ 6,645,000 6 % Shares in the Mutual Ditch Company CWCB 748,000 10,000 798,000 2.5 % Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm — — 771,000 (1 ) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm — — 118,000 (2 ) Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases Seller Carry Back - Dionisio — — 590,000 6.0 % Unsecured FirstOak Bank - Mater — — 156,000 (1 ) Secured by Mater assets purchased McFinney Agri-Finance 524,000 — 625,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado GrowCo, Inc. GrowCo $4M notes 4,000,000 403,000 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note 100,000 8,000 100,000 22.5 % Various land and water assets GrowCo $6M exchange notes 2,010,000 227,000 2,010,000 22.5 % Various land and water assets GrowCo $7M exchange notes 2,977,000 154,000 2,677,000 10.0%-22.5 % Various land and water assets GrowCo $2M exchange notes 1,224,000 33,000 — 22.5 % Various land and water assets GrowCo Short Term Loan 25,000 — $ 25,000 22.5 % Unsecured Hemp Loan — — 71,000 18.0 % Unsecured Two Rivers Short Term Loan 25,000 — — 18.0 % Unsecured Two Rivers Short Term Loan 300,000 30,000 — 20.0 % Unsecured WaterRedev. Convertible Note 200,000 5,000 — 12.0 % Pasture land near Colorado Springs Colorado Equipment loans 222,000 — 300,000 5 - 8 % Specific equipment Total 18,789,000 $ 1,049,000 18,886,000 Less: HCIC discount — — Less: GrowCo discount (440,000 ) (530,000 ) Less: Current portion (13,104,000 ) (12,590,000 ) Long term portion $ 5,245,000 $ 5,766,000 (1) Prime rate + 1%, but not less than 6%. (2) Prime rate + 1.5%, but not less than 6%. The Company elected to adopt early FASB ASU 2016-03, whereby debt issuance costs are recorded as a deduction from the carrying value of liability, and not recorded as an asset. The debt issuance costs are amortized using the effective interest method. As of June 30, 2017 and December 31, 2016, the total debt discount was $439,000 and $530,000, respectively. HCIC Carry Back Loan For the six months ended June 30, 2017, the Company is in technical default on $5,934,000 of the HCIC carry back notes due to non-payment of principle. Consequently, the entire amount of the notes have been classified as current. Management has been in contact with the various holders about an extension to July 1, 2019. As of June 30, 2017, management has received written commitments to extend $5,653,000 of these notes to July 1, 2019. GrowCo $4M Notes The $4.0 million of GrowCo notes are classified as current liabilities. The notes are due April 1, 2020 however, the holders have the right to request full payment of the principal balance with a 60-day notice. While we do not expect that noteholders will request the early principal payment option, we cannot assure you of that result, which would require us to raise additional funds for early payment.

INFORMATION ON BUSINESS SEGMENT

INFORMATION ON BUSINESS SEGMENTS	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
INFORMATION ON BUSINESS SEGMENTS	NOTE 5 – Information on Business Segments We organize our business segments based on the nature of the products and services offered. We focus on the Water and 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): Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Parent (Two Rivers) Farms (DFP) Greenhouse (GrowCo., GCP1, GCP2) Water (TR Cap) Total Parent Farms Greenhouse Water Total Revenue $ — $ — $ 1,859 $ 24 $ 1,883 $ — $ — $ 25 $ 33 $ 58 Less: direct cost of revenue — — — — — — — — — — Gross Margin — — 1,859 24 1,883 — — 25 33 58 Total Operating Expenses (433 ) — (207 ) (185 ) (825 ) (555 ) — (1,620 ) (32 ) (2,207 ) Total Other Income (Expense) (31 ) — (1,020 ) (47 ) (1,098 ) (1 ) — (447 ) (312 ) (760 ) Net (Loss) from Operations Before Income Taxes (464 ) — 6 32 (208 ) (40 ) (556 ) — (2,042 ) (311 ) (2,909 ) Income Taxes (Expense)/Credit — — — — — — — — — — Net (Loss) from discontinued operations — (1,081 ) — — (1,081 ) — (390 ) — — (390 ) Net (Loss) from Operations (464 ) (1,081 ) 632 (208 ) (1,121 ) (556 ) (390 ) (2,042 ) (311 ) (3,299 ) Preferred dividends (987 ) — (203 ) (5 ) (1,195 ) (948 ) — (295 ) — (1,243 ) Non-controlling interest — — 146 (3 ) 143 — — — (8 ) (8 ) Net (Loss) $ (1,451 ) $ (1,081 ) $ 574 $ (215 ) $ (2,173 ) $ (1,504 ) $ (390 ) $ (2,337 ) $ (319 ) $ (4,550 ) Segment Assets $ 1,362 $ — $ 11,489 $ 34,416 $ 47,267 $ 1,925 $ 7,691 $ 7,689 $ 31,962 $ 49,267

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	NOTE 6 – LEGAL PROCEEDINGS In 2016, the Suncanna lease arrangement was the subject of administrative and judicial proceedings: ● On April 14, 2016 we were notified that Suncanna LLC had received a notice of suspension from the Marijuana Enforcement Division of the Colorado Department of Revenue. This suspension remains in place until a hearing. ● The suspension caused Suncanna to be in violation of its lease with GCP1. On April 25, 2016, GCP1 terminated Suncanna’s lease and began an eviction process against Suncanna. Due to the eviction process, during the six months ended June 30, 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. ● On July 22, 2016 GCP1 received a Writ of Restitution from the Pueblo County Colorado District Court ordering Suncanna to vacate the 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. We believe that the suit has no merit and will have no material impact on our financial condition. ● On September 6, 2016, in accordance with the Writ of Restitution, Suncanna vacated the greenhouse and GCP1 took possession and began re-conditioning its greenhouse for a new tenant, who began growing operations in the fourth quarter of 2016. ● On October 27, 2016, in a contempt of court hearing, a Pueblo County Colorado District Court judge ruled in favor of plaintiff Aaron Van Wingerden and against GCP1 in a matter regarding the prevention of Suncanna’s access to GCP1’s greenhouse prior to Suncanna vacating the premises on September 6, 2016. We believe that this ruling was in error and are appealing this decision. ● On June 29, 2017 a mediation session was held in Colorado Springs between all parties involved with the Suncanna lawsuit along with each party’s legal counsel. To date, no settlement has been proposed. 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. The Company, the State of Colorado (Office of the State Engineer and the local Division Engineer), and neighboring water rights holders have been involved in litigation concerning water rights and claims by the State concerning an existing dam in Huerfano County, Colorado, and a demand by the State to breach the dam structure. ( Two Rivers Water and Farming Co. vs. Welton Land and Water Co

IMMATERIAL ERROR CORRECTIONS

IMMATERIAL ERROR CORRECTIONS	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
IMMATERIAL ERROR CORRECTIONS	NOTE 7 – IMMATERIAL ERROR CORRECTIONS This Quarterly Report on Form 10-Q of the Company for the six months ended June 30, 2017, includes the restatement of the Company’s previously filed consolidated balance sheets for the fiscal year ended December 31, 2016. The Company’s management has concluded that in the Assets section of the Balance Sheet, Long Term Assets for Land and Water, and under Liabilities the Liabilities for Discontinued Operations and Notes Payable, net of current portion were misstated and that for comparative purposes in 2017 filings these figures should be re-stated but that the adjustments are not material modifications. Accordingly, the Company has determined that prior financial statements should be corrected, even though such revisions are immaterial with respect to the prior year financial statements. Furthermore, the Company has determined that correcting prior year financial statements for immaterial changes would not require previously filed reports to be amended. Under Long Term Assets, while the Assets of Discontinued Operations Held for Sale as well as Total Assets were stated correctly, due to a mis-classification of which assets were being held for sale, Land was understated by $952,000 and Water was overstated by the same amount. Discontinued Operations - Notes Payable was overstated by $798,000, while Notes Payable, net of current portion was understated by the same amount due to a loan that was improperly classified as a Liability of Discontinued Operations Held for Sale. While total assets of discontinued operations held for sale was correctly stated, under Long Term Assets, Land was understated by $952,000 and Water Assets was overstated by the same amount. Neither Net Income or Shareholders Equity were affected by these mis-statements. The effect of these restatements on the Company’s 2016 full year balance sheet as reported on the Form 10-K reports, are as follows: December 31, 2016 Previously Reported Net Change December 31, 2016 (Restated) ASSETS: Long Term Assets: Land $ 2,851 $ 952 $ 3,803 Water assets 32,135 (952 ) 31,183 LIABILITIES Liabilities of discontinued operations held for sale 3,639 (798 ) 2,841 Notes Payable, net of current portion 4,758 798 5,556

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	6 Months Ended
	Jun. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 8 – 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 June 30, 2017 and December 31, 2016 consist of the following: Assets of discontinued operations held for sale: June 30, 2017 December 31, 2016 (as re-stated) Cash $ — $ 6,000 Accounts receivable — 37,000 Deposits and other current assets — 57,000 Land and equipment — 2,685,000 Total assets $ — $ 2,785,000 Liabilities of discontinued operations held for sale Accounts payable $ 159,000 $ 777,000 Accrued liabilities — 42,000 Notes payable 98,000 2,022,000 Total Liabilities $ 257,000 $ 2,841,000 The income from discontinued operations presented in the statements of operations consist of the following for the six months ended June 30, 2017 and June 30, 2016: June 30, 2017 June 30, 2016 Revenues $ — $ 127,000 Cost of goods sold — $ 102,000 General and administrative expenses 353,000 115,000 Depreciation and amortization 1,000 240,000 Interest 41,000 60,000 Other (loss on disposal of assets and intangibles) 686,000 — Total $ (1,081,000 ) $ (390,000 ) 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 of $1,611,000. Proceeds were used to pay off secured debt first with the residual proceeds used to pay unsecured debt.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 June 30, 2017, the Company has a working capital deficit and a stockholders’ deficit of approximately $17,394,000 and $86,432,000, respectively. The HCIC seller carry back debt is in technical default. These factors raise substantial 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. These consolidated financial statements do not include any adjustments that might arise for this uncertainty. 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-days notice. We do not believe at this time 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 makes the debt re-financeable. Since December 31, 2016 to August 7, 2017 the Company has collected $1,346,000 under its GrowCo Exchange Note offerings. On May 2, 2017, the company received the proceeds from an unsecured bridge loan totaling $279,000. Beginning the third quarter of 2017, GrowCo began receiving rent payments on the first greenhouse. The first use of these funds will be to pay GCP1 accounts payable. 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 is implementing a new strategy focusing on its water assets along with associated capital raises. On March 13, 2017, we have raised $257,000 as the first round of preferred funding for our new Water Redevelopment Company. We plan to continue capital raises to fund our water initiatives. Another $200,000 has been raised in a second round of preferred investment in Water Redevelopment. The Company has signed a term sheet with an investment banking firm on July 27 for the establishment of an equity line of credit line that will provide up to $100,000 per month in capital to the Company by selling new registered shares of the Company stock into the public market. Definitive documents are expected to be signed by August 17. The Company has entered into discussions with an investment banking firm regarding the issuance of a private placement for our Water Redev subsidiary followed by a Regulation A Plus offering which combined is expected to raise up to $10,000,000 in the second half of 2017. 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.

RELATED PARTY

RELATED PARTY	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 10 – RELATED PARTY During the Six Months Ended June 30, 2017 the following related party transactions occurred: ● Wayne Harding, Company CEO provided a short term loan to the Company of $25,000. The loan is secured by land assets of the Company and carries an interest rate of 12%. ● Advances totaling $34,400 resulting in a cumulative total of $72,999 for greenhouse expenses to Johnny Cannaseed, LLC which is majority owned by former Company CEO John McKowen. ● Accounts Receivable (AR) to Johnny Cannaseed for the quarter ending 6/30/17 was $1,050K, with total outstanding AR $2,015K. ● Advances totaling $26,957 resulting in a cumulative total of $39,505 for greenhouse expense to McGrow, LLC which is majority owned by former Company CEO John McKowen. ● Payments totaling $178,733 to MCG Services, LLC which is majority owned by former Company CEO John McKowen for costs associated with a services agreement with GrowCo. ● Advances to MCG Services, LLC total $13,294. ● Payments totaling $11,210 to John McKowen for interest expense on a loan held by Mr. McKowen to GrowCo. ● Existing investors, including the Thomas Prasil Trust who is a greater than 5% investor, have invested approximately $10.5 M in GrowCo securities. ● The Chief Executive Officer of Two Rivers serve as the only members of the Sunset Metropolitan District (Sunset). Sunset is a quasi-governmental agency operating under Title 32 of the State of Colorado Constitution. As of June 30, 2017, the Company had advanced $80,000 to Sunset. ● On June 29, 2017 a mediation session was held in Colorado Springs between all parties involved with the Suncanna lawsuit along with each party’s legal counsel. To date, no settlement has been proposed. ● The Company leases it’s former corporate headquarters office space to Johnny Cannaseed. Total lease payments are $47,000 per year.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS Pursuant to ASC 855, management has evaluated all events and transactions that occurred from June 30, 2017 ● On July 27, the Company signed a term sheet whereby the Company will issue registered shares of stock to an accredited investment banking firm in return for advances against an equity line of credit. The Company will receive up to $100,000 per month to be used for working capital. ● On July 11, 2017, the Company and its related party tenant Johnny Cannaseed executed a First Amendment to the GCP1 lease agreement whereby the payment terms were changed to a seven month rent deferral and accrual from five months for one half of the greenhouse. Another first amendment was executed for the second half of the GCP1 lease agreement whereby the payment terms were changed to an eight month rent deferral and accrual from five months. ● On July 12, 2017, the Board approved a request from HCIC warrant holders to exercise up to 50% of their warrants, at a reduced price to be established as the closing price on July 21, 2017, in exchange for a corresponding reduction in debt. Three warrant holders exercised a total of 287,750 warrants at a price of $0.2672 per share resulting in a $76,887 reduction in HCIC debt. ● On July 19, Joe McKowen, son of former Two Rivers CEO John McKowen, was elected to the GrowCo board of directors and was named company treasurer. ● Wayne Harding, Company CEO provided a loan to the company on August 4, 2017 of $50,000. A previous loan of $25,000 plus interest was retired upon issuance of the new loan. The loan is for two years, is secured by land assets of the Company and carries an interest rate of 18%. On August 8, 2017 an investor in the Company loaned the Company $200,000 under the same terms.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Two Rivers along with its farming, water and greenhouse operations. All significant inter-company balances and transactions have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 30, 2017.
Non-controlling interest	Non-controlling Interest Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. June 30, 2017 December 31, 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,371,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (352,000 ) (206,000 ) GrowCo Partners 1, LLC 3,601,000 3,621,000 GCP Super Units, LLC 4,923,000 4,923,000 Water Redevelopment Company, LLC 253,000 — TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 495,000 Totals $ 32,373,000 $ 32,366,000 In 2015, $152,000 of TR Capital Preferred Membership units were exchanged, pursuant to a pre-existing exchange agreement, for Two Rivers’ common shares and $60,000 of Two Rivers Farms F-2, Inc. (“F-2”) membership units converted into Two Rivers’ common shares. Two Rivers also formed six LLC special entities (TR Cap 20160630 Distribution, TR Cap 20160930 Distribution, and TR Cap 20161231) to provide in-kind distributions totaling $1,452,000 to holders of TR Capital Preferred Membership units.
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 condensed consolidated 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	Cash and Cash Equivalents For purposes of reporting cash flows, Two Rivers 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.
Property and Equipment and Land	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: Asset Type Life in Years June 30, 2017 December 31, 2016 Office equipment, furniture 5 – 7 $ 11,000 $ 11,000 Computers 3 47,000 47,000 Vehicles 5 136,000 116,000 Farm equipment 7 – 10 381,000 1,632,000 Irrigation system 10 — 995,000 Buildings 27.5 15,000 393,000 Website 3 7,000 7,000 Subtotal 597,000 3,201,000 Less: Accumulated depreciation (371,000 ) (1,842,000 ) Net book value $ 226,000 $ 1,359,000 Land Land acquired for farming or water rights is recorded at cost. 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	Water Rights and Infrastructure Management periodically evaluates the carrying value of its assets including water rights and infrastructure, 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 reserve on the Company’s land and water shares. No amortization or depreciation is taken on the water rights.
Intangibles	Intangibles Two Rivers recognizes the estimated fair value of water rights acquired by the Company’s purchase of stock in Huerfano Cucharas Irrigation Company (“HCIC”) and Orlando Reservoir No. 2 Company, LLC (“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.
Revenue Recognition - Lease Revenues	Revenue Recognition Lease Revenues The lease between GCP1, a subsidiary of TR Cap, and its related party lessee, Suncanna, was classified as an operating lease under ASC 840. Our lease with Johnny Cannaseed, our current tenant, is also classified as an operating lease. On April 14, 2016, we received notice from the Marijuana Enforcement Division of the Colorado Department of Revenue that Suncanna had received a suspension order. This caused Suncanna to be in violation of its lease with GCP1. Therefore, GCP1 began an eviction process against Suncanna. Due to the eviction process, during the six months ended June 30, 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. The total write off of $1.330 million is partially off-set by a $350,000 reduction in the amount owed to the GCP1 preferred unit holders. On July 22, 2016 GCP1 received a court ordered Writ of Restitution from the Pueblo County Colorado District Court ordering Suncanna, the Company’s then tenant in its marijuana-focused greenhouse, to vacate the greenhouse by September 6, 2016. On September 6, 2016 the Company took possession of the greenhouse and began re-conditioning it for the new tenant which began growing operations in one half of the greenhouse in December 2016.
Revenue Recognition - Member Assessments	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 condensed consolidated financial statements. The assessments that are not eliminated are included in Other revenue. 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	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.
Net (Loss) per Share	Net (Loss) per Share Basic net (loss) 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 126,000 RSUs, 6,163,315 options, and 16,461,663 warrants at June 30, 2017, has not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements 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 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 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.

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Schedule of detail of non-controlling interest	Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. June 30, 2017 December 31, 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,371,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (352,000 ) (206,000 ) GrowCo Partners 1, LLC 3,601,000 3,621,000 GCP Super Units, LLC 4,923,000 4,923,000 Water Redevelopment Company, LLC 253,000 — TR Cap 20150630 Distribution, LLC 497,000 497,000 TR Cap 20150930 Distribution, LLC 460,000 460,000 TR Cap 20151231 Distribution, LLC 495,000 495,000 Totals $ 32,373,000 $ 32,366,000
Schedule of premises and equipment	Below is a summary of premises and equipment: Asset Type Life in Years June 30, 2017 December 31, 2016 Office equipment, furniture 5 – 7 $ 11,000 $ 11,000 Computers 3 47,000 47,000 Vehicles 5 136,000 116,000 Farm equipment 7 – 10 381,000 1,632,000 Irrigation system 10 — 995,000 Buildings 27.5 15,000 393,000 Website 3 7,000 7,000 Subtotal 597,000 3,201,000 Less: Accumulated depreciation (371,000 ) (1,842,000 ) Net book value $ 226,000 $ 1,359,000

INVESTMENTS AND LONG-LIVED AS20

INVESTMENTS AND LONG-LIVED ASSETS (Tables)	6 Months Ended
	Jun. 30, 2017
Investments, All Other Investments [Abstract]
Schedule of construction costs	Construction costs are as follows: Six Months Ended June 30, 2017 Year Ended December 31, 2016 Beginning balance $ 3,520,000 $ 4,684,000 Additions 433,000 2,495,000 Finished - Transferred (58,000 ) (3,659,000 ) Ending Balance $ 3,895,000 $ 3,520,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of long term debt	Below is a summary of the Company’s consolidated long term debt: June 30, 2017 Dec. 31, 2016 Note Principal Balance Accrued Interest Principal Balance Interest Rate Security HCIC seller carry back $ 6,434,000 $ 179,000 $ 6,645,000 6 % Shares in the Mutual Ditch Company CWCB 748,000 10,000 798,000 2.5 % Certain Orlando and Farmland assets FirstOak Bank - Dionisio Farm — — 771,000 (1 ) Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits FirstOak Bank - Dionisio Farm — — 118,000 (2 ) Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases Seller Carry Back - Dionisio — — 590,000 6.0 % Unsecured FirstOak Bank - Mater — — 156,000 (1 ) Secured by Mater assets purchased McFinney Agri-Finance 524,000 — 625,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado GrowCo, Inc. GrowCo $4M notes 4,000,000 403,000 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note 100,000 8,000 100,000 22.5 % Various land and water assets GrowCo $6M exchange notes 2,010,000 227,000 2,010,000 22.5 % Various land and water assets GrowCo $7M exchange notes 2,977,000 154,000 2,677,000 10.0%-22.5 % Various land and water assets GrowCo $2M exchange notes 1,224,000 33,000 — 22.5 % Various land and water assets GrowCo Short Term Loan 25,000 — $ 25,000 22.5 % Unsecured Hemp Loan — — 71,000 18.0 % Unsecured Two Rivers Short Term Loan 25,000 — — 18.0 % Unsecured Two Rivers Short Term Loan 300,000 30,000 — 20.0 % Unsecured WaterRedev. Convertible Note 200,000 5,000 — 12.0 % Pasture land near Colorado Springs Colorado Equipment loans 222,000 — 300,000 5 - 8 % Specific equipment Total 18,789,000 $ 1,049,000 18,886,000 Less: HCIC discount — — Less: GrowCo discount (440,000 ) (530,000 ) Less: Current portion (13,104,000 ) (12,590,000 ) Long term portion $ 5,245,000 $ 5,766,000 (1) Prime rate + 1%, but not less than 6%. (2) Prime rate + 1.5%, but not less than 6%

INFORMATION ON BUSINESS SEGME22

INFORMATION ON BUSINESS SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Schedule of operating results by segment	Operating results for each of the segments of the Company are as follows (in thousands): Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Parent (Two Rivers) Farms (DFP) Greenhouse (GrowCo., GCP1, GCP2) Water (TR Cap) Total Parent Farms Greenhouse Water Total Revenue $ — $ — $ 1,859 $ 24 $ 1,883 $ — $ — $ 25 $ 33 $ 58 Less: direct cost of revenue — — — — — — — — — — Gross Margin — — 1,859 24 1,883 — — 25 33 58 Total Operating Expenses (433 ) — (207 ) (185 ) (825 ) (555 ) — (1,620 ) (32 ) (2,207 ) Total Other Income (Expense) (31 ) — (1,020 ) (47 ) (1,098 ) (1 ) — (447 ) (312 ) (760 ) Net (Loss) from Operations Before Income Taxes (464 ) — 6 32 (208 ) (40 ) (556 ) — (2,042 ) (311 ) (2,909 ) Income Taxes (Expense)/Credit — — — — — — — — — — Net (Loss) from discontinued operations — (1,081 ) — — (1,081 ) — (390 ) — — (390 ) Net (Loss) from Operations (464 ) (1,081 ) 632 (208 ) (1,121 ) (556 ) (390 ) (2,042 ) (311 ) (3,299 ) Preferred dividends (987 ) — (203 ) (5 ) (1,195 ) (948 ) — (295 ) — (1,243 ) Non-controlling interest — — 146 (3 ) 143 — — — (8 ) (8 ) Net (Loss) $ (1,451 ) $ (1,081 ) $ 574 $ (215 ) $ (2,173 ) $ (1,504 ) $ (390 ) $ (2,337 ) $ (319 ) $ (4,550 ) Segment Assets $ 1,362 $ — $ 11,489 $ 34,416 $ 47,267 $ 1,925 $ 7,691 $ 7,689 $ 31,962 $ 49,267

IMMATERIAL ERROR CORRECTIONS (T

IMMATERIAL ERROR CORRECTIONS (Tables)	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
Schedule of effects of restatements	The effect of these restatements on the Company’s 2016 full year balance sheet as reported on the Form 10-K reports, are as follows: December 31, 2016 Previously Reported Net Change December 31, 2016 (Restated) ASSETS: Long Term Assets: Land $ 2,851 $ 952 $ 3,803 Water assets 32,135 (952 ) 31,183 LIABILITIES Liabilities of discontinued operations held for sale 3,639 (798 ) 2,841 Notes Payable, net of current portion 4,758 798 5,556

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	6 Months Ended
	Jun. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]
Schedule of assets and liabilities of discontinued operations and income from discontinued operations	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 June 30, 2017 and December 31, 2016 consist of the following: Assets of discontinued operations held for sale: June 30, 2017 December 31, 2016 (as re-stated) Cash $ — $ 6,000 Accounts receivable — 37,000 Deposits and other current assets — 57,000 Land and equipment — 2,685,000 Total assets $ — $ 2,785,000 Liabilities of discontinued operations held for sale Accounts payable $ 159,000 $ 777,000 Accrued liabilities — 42,000 Notes payable 98,000 2,022,000 Total Liabilities $ 257,000 $ 2,841,000 The income from discontinued operations presented in the statements of operations consist of the following for the six months ended June 30, 2017 and June 30, 2016: June 30, 2017 June 30, 2016 Revenues $ — $ 127,000 Cost of goods sold — $ 102,000 General and administrative expenses 353,000 115,000 Depreciation and amortization 1,000 240,000 Interest 41,000 60,000 Other (loss on disposal of assets and intangibles) 686,000 — Total $ (1,081,000 ) $ (390,000 )

ORGANIZATION AND BUSINESS (Deta

ORGANIZATION AND BUSINESS (Details Narrative) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended				6 Months Ended		12 Months Ended
	Dec. 31, 2015USD ($)	Jun. 30, 2017USD ($)ft²ashares	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Sep. 30, 2015USD ($)	Jun. 30, 2017USD ($)ft²ashares	Jun. 30, 2016USD ($)	Dec. 31, 2014shares	Aug. 07, 2017USD ($)	Dec. 31, 2016USD ($)	Sep. 30, 2016USD ($)$ / shares	Oct. 01, 2015shares	Jul. 02, 2015shares	Apr. 01, 2015shares	Jan. 20, 2015USD ($)ft²a	Jan. 02, 2015shares
Acres owned | a		7,012				7,012
Notes payable		$ 18,789				$ 18,789				$ 18,886
Area of greenhouse | ft²		90,000				90,000
Area of warehouse and processing facility | ft²		15,000				15,000
Reduction in amount owed to unit holders						$ 1,195	$ 399
Leasing - Greenhouse (related party)		$ 1,323	$ 25			1,859	25
Proceeds from long-term debt						$ 2,034	2,409
GrowCo LLC preferred membership offerings							1,207
GrowCo [Member]
Shares issued by subsidiary | shares								20,000,000
Shares reserved for issuance | shares		10,000,000				10,000,000
GrowCo [Member]
Shares reserved for issuance | shares												2,500,000	2,500,000	2,500,000		2,500,000
Proceeds from long-term debt					$ 4,000
GrowCo [Member] | 2016 Promissory Note [Member]
Proceeds from long-term debt				$ 300
Face amount of notes payable		$ 5,000		$ 1,500		$ 5,000
GrowCo [Member] | Amended 2016 Promissory Notes [Member]
Warrant exercise price | $ / shares											$ 0.25
Warrants to purchase shares, percentage of warrants against debt investment											100.00%
Notes exchanged from original debt issuance											$ 200
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Initial Debtholders [Member]
Warrant exercise price | $ / shares											$ 0.50
Warrants to purchase shares, percentage of warrants against debt investment											100.00%
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Lower Range [Member]
Face amount of notes payable											$ 6,000
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Upper Range [Member]
Face amount of notes payable											$ 7,000
GrowCo [Member] | 2017 Promissory Note [Member]
Face amount of notes payable		$ 2,000				$ 2,000			$ 1,000
GCP1 [Member]
Acres owned | a															40
Notes payable															$ 4,400
Area of greenhouse | ft²															90,000
Area of warehouse and processing facility | ft²															15,000
Write-off of receivables							1,330
Reduction in amount owed to unit holders							350
Leasing - Greenhouse (related party)							25
GCP1 [Member] | Advances [Member]
Write-off of receivables							587
GCP1 [Member] | Leasing Revenue [Member]
Write-off of receivables							$ 743
GCP2 [Member]
Acres owned | a		40				40
Area of greenhouse | ft²		90,000				90,000
Area of warehouse and processing facility | ft²		15,000				15,000
GCP Super Units [Member]
GrowCo LLC preferred membership offerings	$ 5,100

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2015
Impairment reserves	$ 30
Reduction in amount owed to unit holders	$ 1,195	$ 399
GCP1 [Member]
Write-off of receivables		1,330
Reduction in amount owed to unit holders		350
GCP1 [Member] | Advances [Member]
Write-off of receivables		587
GCP1 [Member] | Leasing Revenue [Member]
Write-off of receivables		$ 743
RSUs [Member]
Anti-dilutive shares	126,000
Stock Options [Member]
Anti-dilutive shares	6,163,315
Warrant [Member]
Anti-dilutive shares	16,461,663
Lower Range [Member]
Useful life of assets	3 years
Upper Range [Member]
Useful life of assets	27 years 6 months
TR Capital [Member]
Membership units exchanged			$ 152
In-kind distributions			1,452
F-2 [Member]
Membership units converted to common shares			$ 60

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Noncontrolling interest in subsidiary	$ 32,373	$ 32,366
TR Capital [Member]
Noncontrolling interest in subsidiary	20,482	20,552
HCIC [Member]
Noncontrolling interest in subsidiary	1,371	1,381
F-1 [Member]
Noncontrolling interest in subsidiary	29	29
F-2 [Member]
Noncontrolling interest in subsidiary	162	162
DFP [Member]
Noncontrolling interest in subsidiary	452	452
GrowCo [Member]
Noncontrolling interest in subsidiary	(352)	(206)
GrowCo Partners 1, LLC [Member]
Noncontrolling interest in subsidiary	3,601	3,621
GCP Super Units, LLC [Member]
Noncontrolling interest in subsidiary	4,923	4,923
Water Redevelopment Company, LLC [Member]
Noncontrolling interest in subsidiary	253
TR Cap 20150630 Distribution, LLC [Member]
Noncontrolling interest in subsidiary	497	497
TR Cap 20150930 Distribution, LLC [Member]
Noncontrolling interest in subsidiary	460	460
TR Cap 20151231 Distribution, LLC [Member]
Noncontrolling interest in subsidiary	$ 495	$ 495

SUMMARY OF SIGNIFICANT ACCOUN28

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Property, equipment and software, gross	$ 597	$ 3,201
Less: Accumulated Depreciation	(371)	(1,842)
Property, equipment and software, net	$ 226	1,359
Lower Range [Member]
Useful life of assets	3 years
Upper Range [Member]
Useful life of assets	27 years 6 months
Office equipment and furniture [Member]
Property, equipment and software, gross	$ 11	11
Office equipment and furniture [Member] | Lower Range [Member]
Useful life of assets	5 years
Office equipment and furniture [Member] | Upper Range [Member]
Useful life of assets	7 years
Computers [Member]
Property, equipment and software, gross	$ 47	47
Useful life of assets	3 years
Vehicles [Member]
Property, equipment and software, gross	$ 136	116
Useful life of assets	5 years
Farm Equipment [Member]
Property, equipment and software, gross	$ 381	1,632
Farm Equipment [Member] | Lower Range [Member]
Useful life of assets	7 years
Farm Equipment [Member] | Upper Range [Member]
Useful life of assets	10 years
Irrigation System [Member]
Property, equipment and software, gross		995
Useful life of assets	10 years
Buildings [Member]
Property, equipment and software, gross	$ 15	393
Useful life of assets	27 years 6 months
Website [Member]
Property, equipment and software, gross	$ 7	$ 7
Useful life of assets	3 years

INVESTMENTS AND LONG-LIVED AS29

INVESTMENTS AND LONG-LIVED ASSETS (Details Narrative) $ in Thousands	Jun. 30, 2017USD ($)ft²
Area of greenhouse	90,000
Area of warehouse and processing facility	15,000
Area of boiler/mechanical room	1,000
GCP2 [Member]
Area of greenhouse	90,000
Area of warehouse and processing facility	15,000
Additional expenditures required for completion | $	$ 3,500

INVESTMENTS AND LONG-LIVED AS30

INVESTMENTS AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Investments, All Other Investments [Abstract]
Construction costs, beginning	$ 3,520	$ 4,684
Additions	433	2,495
Finished - transferred	(58)	(3,659)
Construction costs, ending	$ 3,895	$ 3,520

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - HCIC Seller Carryback Note [Member] $ in Thousands	Jun. 30, 2017USD ($)
Amount in default	$ 5,934
Commitments to extend notes	$ 5,653

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2017	Dec. 31, 2016
Principal balance		$ 18,789	$ 18,886
Accrued Interest		1,049
Less: Growco Discount		(440)	(530)
Less: Current Portion		(13,104)	(12,590)
Long term portion		5,245	5,556
HCIC Seller Carryback Note [Member]
Principal balance		6,484	6,645
Accrued Interest		$ 179
Interest Rate		6.00%
Security		Shares in the Mutual Ditch Company
CWCB Note [Member]
Principal balance		$ 798	798
Accrued Interest		$ 10
Interest Rate		2.50%
Security		Certain Orlando and Farmland Assets
FirstOak Bank - Dionisio Farm Note 1 [Member]
Principal balance			$ 771
Interest Rate	[1]
Variable rate description			Prime Rate
Spread on variable rate			1.00%
Security			Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits
FirstOak Bank - Dionisio Farm Note 1 [Member] | Lower Range [Member]
Interest Rate			6.00%
FirstOak Bank - Dionisio Farm Note 2 [Member]
Principal balance			$ 118
Interest Rate	[2]
Variable rate description			Prime Rate
Spread on variable rate			1.50%
Security			Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases
FirstOak Bank - Dionisio Farm Note 2 [Member] | Lower Range [Member]
Interest Rate			6.00%
Seller Carryback - Dionisio Farm Note [Member]
Principal balance			$ 590
Interest Rate			6.00%
Security			Unsecured
FirstOak Bank - Mater Note [Member]
Principal balance			$ 156
Interest Rate	[1]
Variable rate description			Prime Rate
Spread on variable rate			1.00%
Security			Secured by Mater assets purchased
FirstOak Bank - Mater Note [Member] | Lower Range [Member]
Interest Rate			6.00%
McFinney Agri-Finance Note [Member]
Principal balance		$ 524	$ 625
Interest Rate		6.80%
Security		2579 acres of pasture land in Ellicott Colorado
GrowCo $4M Note [Member]
Principal balance		$ 4,000	4,000
Accrued Interest		$ 403
Interest Rate		22.50%
Security		Various land and water assets
GrowCo $1.5M Exchange Note [Member]
Principal balance		$ 100	100
Accrued Interest		$ 8
Interest Rate		22.50%
Security		Various land and water assets
GrowCo $6M Exchange Note [Member]
Principal balance		$ 2,010	2,010
Accrued Interest		$ 227
Interest Rate		22.50%
Security		Various land and water assets
GrowCo $7M Exchange Note [Member]
Principal balance		$ 2,977	2,677
Accrued Interest		$ 154
Security		Various land and water assets
GrowCo $7M Exchange Note [Member] | Lower Range [Member]
Interest Rate		10.00%
GrowCo $7M Exchange Note [Member] | Upper Range [Member]
Interest Rate		22.50%
GrowCo $2M Exchange Note [Member]
Principal balance		$ 1,224
Accrued Interest		$ 33
Interest Rate		22.50%
Security		Various land and water assets
GrowCo Short Term Loan [Member]
Principal balance		$ 25	25
Interest Rate		22.50%
Security		Unsecured
Two Rivers Short Term Loan [Member]
Principal balance		$ 25
Interest Rate		18.00%
Security		Unsecured
Equipment Loans [Member]
Principal balance		$ 222	300
Security		Specific equipment
Equipment Loans [Member] | Lower Range [Member]
Interest Rate		5.00%
Equipment Loans [Member] | Upper Range [Member]
Interest Rate		8.00%
Hemp Loan [Member]
Principal balance			$ 71
Interest Rate			18.00%
Security			Unsecured
Two Rivers Short Term Loan [Member]
Principal balance		$ 300
Accrued Interest		$ 30
Interest Rate		20.00%
Security		Unsecured
WaterRedev. Convertible Note [Member]
Principal balance		$ 200
Accrued Interest		$ 5
Interest Rate		12.00%
Security		Pasture land near Colorado Springs Colorado
[1]	Prime rate + 1%, but not less than 6%.
[2]	Prime rate + 1.5%, but not less than 6%.

INFORMATION ON BUSINESS SEGME33

INFORMATION ON BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Revenues	$ 1,341	$ 58	$ 1,883	$ 58
Gross Margin			1,883	58
Total Operating Expenses			(825)	(2,207)
Total Other Income (Expense)			(1,098)	(760)
Net (Loss) from Operations Before Income Taxes	510	(1,061)	(40)	(2,908)
Net (Loss) from discontinued operations	(534)	(249)	(1,081)	(391)
Net (Loss) from Operations	(24)	(1,310)	(1,121)	(3,299)
Preferred dividends	(519)	(642)	(1,195)	(1,243)
Non-controlling interest	85	(8)	143	(8)
Net (Loss)	(458)	(1,960)	(2,173)	(4,550)	$ (10,700)	$ (6,157)
Segment Assets	47,267	49,267	47,267	49,267	$ 47,767
Parent (Two Rivers) [Member]
Total Operating Expenses			(433)	(555)
Total Other Income (Expense)			(31)	(1)
Net (Loss) from Operations Before Income Taxes			(464)	(556)
Net (Loss) from Operations			(464)	(556)
Preferred dividends			(987)	(948)
Net (Loss)			(1,451)	(1,504)
Segment Assets	1,362	1,925	1,362	1,925
Farms (DFP) [Member]
Net (Loss) from discontinued operations			(1,081)	(390)
Net (Loss) from Operations			(1,081)	(390)
Net (Loss)			(1,081)	(390)
Segment Assets		7,691		7,691
Greenhouse (GrowCo., GCP1, GCP2) [Member]
Revenues			1,859	25
Gross Margin			1,859	25
Total Operating Expenses			(207)	(1,620)
Total Other Income (Expense)			(1,020)	(447)
Net (Loss) from Operations Before Income Taxes			632	(2,042)
Net (Loss) from Operations			632	(2,042)
Preferred dividends			(203)	(295)
Non-controlling interest			146
Net (Loss)			574	(2,337)
Segment Assets	11,489	7,689	11,489	7,689
Water (TR Cap) [Member]
Revenues			24	33
Gross Margin			24	33
Total Operating Expenses			(185)	(32)
Total Other Income (Expense)			(47)	(312)
Net (Loss) from Operations Before Income Taxes			(208)	(311)
Net (Loss) from Operations			(208)	(311)
Preferred dividends			(5)
Non-controlling interest			(3)	(8)
Net (Loss)			(215)	(319)
Segment Assets	$ 34,416	$ 31,962	$ 34,416	$ 31,962

LEGAL PROCEEDINGS (Details Narr

LEGAL PROCEEDINGS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
GCP1 [Member]
Write-off of receivables		$ 1,330
GCP1 [Member] | Leasing Revenue [Member]
Write-off of receivables		743
GCP1 [Member] | Advances [Member]
Write-off of receivables		$ 587
Suncanna Lease Litigation [Member]
Lawsuit filing date	08/31/2016
Plaintiff name	Aaron Van Wingerden, owner of Suncanna
Defendants named	GrowCo, GrowCo Business Development, LLC, GCP1, GrowCo Funding, LLC., TR Capital, Two Rivers and certain current and former employees, and associates
Domicile of Litigation	Pueblo County Colorado District Court
Result of trial and status of litigation	On October 27, 2016, in a contempt of court hearing, a Pueblo County Colorado District Court judge ruled in favor of plaintiff Aaron Van Wingerden and against GCP1 in a matter regarding the prevention of Suncanna’s access to GCP1’s greenhouse prior to Suncanna vacating the premises on September 6, 2016. We believe that this ruling was in error and are appealing this decision.
Water Rights Litigation [Member]
Plaintiff name	State of Colorado (Office of the State Engineer and the local Division Engineer), and neighboring water rights holders
Defendants named	The Company
Result of trial and status of litigation	In the quarter ending June 30, 2016, the Company entered into a stipulation agreement with the State, settling the State’s claims, whereby the Company agreed to take the existing dam structure down to the sediment level. This is anticipated to occur in late 2017.
Damages sought	water rights and claims by the State concerning an existing dam in Huerfano County, Colorado, and a demand by the State to breach the dam structure

IMMATERIAL ERROR CORRECTIONS (D

IMMATERIAL ERROR CORRECTIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Long Term Assets:
Land	$ 3,728	$ 3,803
Water assets	31,270	31,183
Liabilities
Liabilities of discontinued operations held for sale	257	2,841
Notes Payable, net of current portion and unamortized debt issuance costs	$ 5,245	5,556
Previously Reported [Member]
Long Term Assets:
Land		2,851
Water assets		32,135
Liabilities
Liabilities of discontinued operations held for sale		3,639
Notes Payable, net of current portion and unamortized debt issuance costs		4,758
Adjustment [Member]
Long Term Assets:
Land		952
Water assets		(952)
Liabilities
Liabilities of discontinued operations held for sale		(798)
Notes Payable, net of current portion and unamortized debt issuance costs		$ 798

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands	Mar. 03, 2017	Jun. 30, 2017
Gross Proceeds from sale of land and water assets		$ 829
Discontinued Operations [Member]
Gross Proceeds from sale of land and water assets	$ 1,740
Net proceeds from sale of land and water assets	$ 1,611

DISCONTINUED OPERATIONS (Deta37

DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets
Cash		$ 6
Accounts receivable		37
Deposits and other current assets		57
Land and equipment		2,685
Total assets		2,785
Liabilities
Accounts payable	$ 159	777
Accrued liabilities		42
Notes payable	98	2,022
Total liabilities	$ 257	$ 2,841

DISCONTINUED OPERATIONS (Deta38

DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Revenues				$ 127
Cost of goods sold				102
General and administrative expenses			$ 353	115
Depreciation and amortization			1	240
Interest			41	60
Other (loss on disposal of assets and intangibles)			686
Total	$ (534)	$ (249)	$ (1,081)	$ (391)

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	May 03, 2017	Apr. 13, 2017	Mar. 13, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Net (Loss) attributable to Two Rivers Water & Farming Company Common Shareholders				$ (458)	$ (1,960)	$ (2,173)	$ (4,550)		$ (10,700)	$ (6,157)
Working capital				17,394		17,394		$ 17,394
Accumulated (deficit)				(86,432)		(86,432)		(86,432)	(84,244)
Principal balance				18,789		18,789		18,789	18,886
Proceeds from long-term debt						2,034	$ 2,409
Proceeds from unsecured bridge loan	$ 279
Establishment of equity line of credit			$ 1,000
Proceeds from sale of preferred membership units		$ 200	$ 257			253
Additional funding expected in second round				2,000		2,000		2,000
Regulation A Plus offering expected funding				10,000		10,000		10,000
HCIC Seller Carryback Note [Member]
Principal balance				6,484		6,484		6,484	$ 6,645
Collateral value				$ 24,000		$ 24,000		24,000
GrowCo Exchange Notes [Member]
Proceeds from long-term debt								$ 1,346

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
(Increase) in accounts receivable, related party	$ 1,771
Accounts receivable related party, net	2,015	$ 240
GrowCo [Member]
Investments from related parties	10,500,000
Chief Executive Officer [Member] | Sunset Metropolitan District [Member]
Due from related parties	80,000
Chief Executive Officer [Member] | Loans Payable [Member]
Proceeds from short term debt	$ 25,000
Interest Rate	12.00%
Security	Land assets
Johnny Cannaseed, LLC [Member]
Greenhouse expenses paid to related parties	$ 34,400
Due from related parties	72,999
(Increase) in accounts receivable, related party	1,050,000
Accounts receivable related party, net	2,015,000
Lease payments	47,000
McGrow, LLC [Member]
Greenhouse expenses paid to related parties	26,957
Due from related parties	39,505
MCG Services, LLC [Member]
Cost of related party services	178,733
Due from related parties	13,294
Former Chief Executive Officer [Member] | Loans Payable [Member]
Interest expense to related parties	$ 11,210

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ / shares in Units, $ in Thousands	Aug. 04, 2017USD ($)	Jul. 12, 2017USD ($)Number$ / sharesshares	Aug. 08, 2017USD ($)	Jul. 27, 2017USD ($)
Monthly equity line of credit				$ 100
Chief Executive Officer [Member] | 18% Secured Debt [Member]
Debt face amount	$ 50
Previous loan outstanding amount	$ 25
Debt term	2 years
Description of debt collateral	Secured by land assets of the Company.
Investor [Member] | 18% Secured Debt [Member]
Debt face amount			$ 200
HCIC [Member] | Warrant [Member]
Percentage of warrant exercise		50.00%
Number of warrant holder | Number		3
Number of warrant exercise | shares		287,750
Warrant exercise price (in dollars per share) | $ / shares		$ 0.2672
Reduction in debt		$ 76,887