TWO RIVERS WATER & FARMING (TURV) S-1/A 16 Apr 18 IPO registration (amended) Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2017
Document And Entity Information
Entity Registrant Name	TWO RIVERS WATER & FARMING Co
Entity Central Index Key	1,302,946
Document Type	S-1/A
Document Period End Date	Dec. 31, 2017
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Filer Category	Smaller Reporting Company

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 14	$ 150
Accounts receivable, net	5
Accounts receivable, related party	19	240
Deposits and other current assets	32	5
Assets of discontinued operations held for sale		2,785
Total Current Assets	70	3,180
Long Term Assets:
Property, equipment and software, net	160	599
Land	3,505	3,803
Water assets	25,016	31,183
Greenhouse & infrastructure, net	5,955	5,402
Construction in progress	3,361	3,520
Other long term assets	85	80
Total Long Term Assets	38,082	44,587
TOTAL ASSETS	38,152	47,767
Current Liabilities:
Accounts payable	1,553	1,495
Accrued liabilities	1,837	695
Current portion of notes payable, net of discount	17,419	10,780
Preferred dividend payable	3,968	3,105
Liabilities of discontinued operations held for sale		2,841
Total Current Liabilities	24,777	18,916
Notes Payable, net of current portion	1,238	5,766
Total Liabilities	26,015	24,472
Commitments & Contingencies (Notes 5, 8, 11, 13)
Stockholders' Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 32,749,920 shares issued and outstanding at December 2017 and 30,452,075 at December 31, 2016	34	31
Preferred shares, $0.001 par value, 5,000,000 shares authorized, 64,935 shares issued and outstanding at December 31, 2017.	252
Additional paid-in capital	77,267	75,142
Accumulated (deficit)	(97,168)	(84,244)
Total Two Rivers Water Company Shareholders' Equity	(19,615)	(9,071)
Noncontrolling interest in subsidiaries	31,752	32,366
Total Stockholders' Equity	12,137	23,295
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 38,152	$ 47,767

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	32,749,920	30,452,075
Common stock, shares outstanding	32,749,920	30,452,075
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	64,935
Preferred stock, shares outstanding	64,935

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenue
Leasing - Greenhouse	$ 620	$ 204
Other	72	68
Total Revenue	692	272
Direct cost of revenue	(33)
Gross Margin	659	272
Operating Expenses:
General and administrative	2,078	3,711
Asset impairment	6,900
Depreciation and amortization	420	166
Total operating expenses	9,398	3,877
Loss from Operations	(8,739)	(3,605)
Other Income (Expense)
Interest expense	(2,616)	(1,780)
Warrant expense	(331)	(327)
Other income (expense)	33	17
Total other income (expense)	(2,914)	(2,090)
Net Loss from Continuing Operations before Taxes	(11,653)	(5,695)
Income tax (provision) benefit
Net Loss from discontinued operations	(1,045)	(2,624)
Net Loss before Preferred Dividends and Non-Controlling Interest	(12,698)	(8,319)
Net loss attributable to noncontrolling interest	637	200
Preferred distributions	(863)	(2,608)
Net (Loss) attributed to Two Rivers Water & Farming Company Common Shareholders	$ (12,924)	$ (10,727)
(Loss) Per Share - Basic and Dilutive	$ (0.40)	$ (0.38)
Weighted Average Shares Outstanding
Basic and dilutive	32,118	28,147

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net loss, before NCI	$ (13,561)	$ (10,927)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	421	839
Accretion of debt discount	469	199
Asset impairment	6,900
(Gain) loss from debt extinguishment	(337)	62
Write off of Suncanna receivable and advance		910
Stock compensation and warrant expense	1,287	477
In-kind distributions		495
Loss (Gain) on write down of intangible assets related to farming operations		887
Loss (Gain) from disposal of fixed assets related to farming operations	387	343
Net change in operating assets and liabilities:
Decrease in accounts receivable	32	73
Decrease (increase) in accounts receivable, related party	221	(240)
Decrease in farm product		81
Decrease in deposits, prepaid expenses and other assets	25	29
(Decrease) increase in accounts payable	(619)	1,905
Increase in distribution payable to preferred shareholders	863	1,764
Increase (decrease) in accrued liabilities and other	1,013	374
Net Cash Used in Operating Activities	(2,898)	(2,729)
Cash Flows from Investing Activities:
Sale (purchase) of property and equipment	1,721	(192)
Investment in water assets		(691)
Construction in progress	(506)	(2,597)
Net Cash Used in Investing Activities	1,215	(3,480)
Cash Flows from Financing Activities:
GrowCo LLC preferred membership offerings	93	1,095
Proceeds from sale of preferred membership units	252
Proceeds from warrant exercises	306	456
Proceeds from debt	2,456	5,237
Payment on notes payable	(1,560)	(950)
Net Cash Provided by Financing Activities	1,547	5,838
Net Increase in Cash & Cash Equivalents	(136)	(371)
Beginning Cash & Cash Equivalents	150	521
Ending Cash & Cash Equivalents	14	150
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	621	1,460
Equipment purchases financed		67
Equipment exchanged for debt	287
Conversion of debt, preferred shares into Two Rivers common stock	464	261
Land Exchanged for debt		381
Conversion of TR Cap into Two Rivers commmon shares	70
Conversion of accounts payable into Water Redev convertible note	$ 100

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands	Voting Common Stock [Member]	WRC Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated (Deficit) [Member]	Non-Controlling Interest [Member]	Total
Balance at Dec. 31, 2015	$ 27		$ 73,702	$ (73,517)	$ 30,912	$ 31,124
Balance, shares at Dec. 31, 2015	26,981,000
Net Income (Loss) attributed to Two Rivers common shareholders				(10,727)		(10,727)
Non-controlling interest					(200)	(200)
TR Cap 20151231 distribution - in-kind to TR Capital holders					495	495
Shares issued for TR Capital conversions			36		(36)
Shares issued for TR Capital conversions, shares	36,000
Warrant repricing			327			327
Warrants exersiced	$ 1		455			456
Warrants exersiced, shares	649,000
GrowCo unvesting release					100	100
Debt exchanged for shares of common stock	$ 1		286			287
Debt exchanged for shares of common stock, shares	728,000
Two Rivers warrants issued with GrowCo debt			288			288
Stock Based Compensation	2		48			50
Stock Based Compensation, shares	2,058,000
GCP Super Units, LLC preferred membership offering					1,095	1,095
Balance at Dec. 31, 2016	$ 31		75,142	(84,244)	32,366	23,295
Balance, shares at Dec. 31, 2016	30,452,000
Net Income (Loss) attributed to Two Rivers common shareholders				(12,395)		(12,924)
Non-controlling interest					(637)	(637)
Shares issued for TR Capital conversions			70		(70)
Shares issued for TR Capital conversions, shares	52,000
Stock Based Compensation			796			796
Stock Based Compensation, shares
TR Cap Warrant Exchanges	$ 1		305			306
TR Cap Warrant Exchanges, shares	1,417,000
RSU Issuance
RSU Issuance, shares	139,000
Water Redevelopment Company preferred offering		$ 252				252
Water Redevelopment Company preferred offering, shares		65,000
Stock issued in exchange for debt settlement	$ 1		464			465
Stock issued in exchange for debt settlement, shares	665,000
Shares issued for services	$ 1		150			$ 151
Shares issued for services, shares	25,000					25,200
Warrants issued for debt			331			$ 331
GrowCo Shares issued to directors			9			9
GrowCo SuperUnits					93	93
Balance at Dec. 31, 2017	$ 34	$ 252	$ 77,267	$ (97,168)	$ 31,752	$ 12,137
Balance, shares at Dec. 31, 2017	32,750,000	65,000

Organization and Business

Organization and Business	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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. The above organizational charts shows GrowCo as a subsidiary of Two Rivers. Two Rivers owns 10,000,000 GrowCo common shares out of approximately 35,000,000 GrowCo common shares outstanding. Ordinarily, this ownership percentage would not allow consolidation. However, under Accounting Standards Codification 810-10-05 “Variable Entities” if there are material obligations between the parent (Two Rivers) and the subsidiary (GrowCo) consolidation is required. Certain GrowCo investors have a secondary collateral position in the Orlando/Butte Valley assets of Two Rivers. Two Rivers is viewed as the primary beneficiary since it holds the majority of the variable interests. Overview In 2009, we began acquiring and developing irrigated farmland and associated water rights and infrastructure. As of December 31, 2017, we own 6,538 gross acres. Gross acres owned decreased from 7,376 gross acres at December 31, 2016 due to the sale of 838 acres. 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, 2015 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. Pending the eviction of Suncanna, on August 4, 2016 GCP1 entered into a lease agreement with a related party Johnny Cannaseed, LLC, a related party (“Johnny Cannaseed”) which is owned predominantly by our former CEO John McKowen who is the majority shareholder in the Company. Under the terms of the lease, one half of the GCP1 greenhouse was sublet to a licensed marijuana grower on December 1, 2016. The second half of the greenhouse was leased to a second licensed marijuana grower on March 1, 2017. At December 31, 2016 we had recorded lease receivables of $240,000 from Johnny Cannaseed. Johnny Cannaseed was not able to receive a license to grow marijuana. Therefore, Johnny Cannaseed subleased, with the approval of GCP1’s board, to two tenants. In 2017, GCP1 expended $308,000 to divide the greenhouse into two, mostly equal, parts, referred to as GCP1-1 and GCP1-2. As reported by Johnny Cannaseed, for the year ended December 31, 2017, the GCP1 tenant paid to Johnny Cannaseed $620,000 which was paid to GCP1. The GCP1-2 tenant did not pay any rent and was subsequently evicted by Johnny Cannaseed. Johnny Cannaseed is proceeding to collect back due rent from the GCP1-2 tenant. For the year ended December 31, 2017, the Company’s consolidated income only recognizes the actual rent received of $620,000. Effective February 1, 2018, GCP1 released Johnny Cannaseed from its lease. At that time, GCP1 signed a lease with the then current sub-lessee of GCP1-1. GrowCo’s 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 GCP2. GCP2’s greenhouse structure was ordered in 2016. Construction on this greenhouse began in early January 2016 with an unknown completion date. It is necessary to raise additional capital to complete GCP2. 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. A new $2M offering was subsequently initiated in March 2017 with substantially the same terms of prior GrowCo notes for the purposes of supporting operations and finishing the second greenhouse. As of December 31, 2017, $1,520,000 was raised for this offering along with an additional $386,000 under the $7 million exchange note.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Two Rivers, Huerfano-Cucharas Irrigation Company and TR Capital and its subsidiaries, Two Rivers Farms, Two Rivers Water and GrowCo. All significant inter-company balances and transactions have been eliminated in consolidation. Non-controlling Interest Below is the detail of non-controlling interest shown on the balance sheet. Year ended December 31, Entity 2017 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,388,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (850,000 ) (206,000 ) GrowCo Partners 1, LLC 3,621,000 3,521,000 GCP Super Units, LLC 5,016,000 4,923,000 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 $ 31,752,000 $ 32,366,000 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, 2017 2016 TR Capital $ - $ - HCIC (1) 7,000 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (644,000 ) (206,000 ) GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - TR Cap 20151231 Distribution, LLC - - Water Redevelopment - - Totals $ (637,000 ) $ (200,000 ) 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, 2017, and 2016, 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, 2017, $897,000 in notes payable interest has been capitalized in the construction of greenhouse 1 and 2. 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 2017 2016 Office equipment, furniture, computers 5 – 7 $ 12,000 $ 11,000 Computers 3 46,000 47,000 Vehicles 5 92,000 116,000 Farm equipment 7 - 10 244,000 1,632,000 Irrigation system 10 - 995,000 Buildings 27.5 10,000 393,000 Website 3 7,000 7,000 Subtotal 411,000 3,201,000 Less: Accumulated depreciation (251,000 ) (1,842,000 ) Net book value $ 160,000 $ 1,359,000 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. No amortization or depreciation is taken on the water rights. See the discussion below concerning Impairments – Water rights and infrastructure. 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 along with depreciation of the infrastructures. In the event that such assessment indicates that the carrying value is greater than the fair market value of the water rights or the depreciable replacement cost of our infrastructure, 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. Prior to the year ended December 31, 2017, the Company recognized a $30,000 impairment on the Company’s land and water shares. For the year ended December 31, 2017, the Company examined the depreciable replacement cost of its water infrastructure. This analysis caused the recognition of $6,900,000 impairment to the water infrastructure. 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 Leasing Greenhouse The lease between GrowCo Partners 1, LLC and its lessee is classified as an operating lease under ASC 840. However, due to the uncertainity of lease payments, for the year ended December 31, 2017, only the actual lease revenues received were recognized. 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, 2017, 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, 2017, 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 118,000 RSUs, 3,847,500 options, and 16,469,328 warrants at December 31, 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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) “ Income Statement – Reporting Comprehensive Income (Topic 220) In July 2017, FASB issued ASU “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Compensation Accounting In February 2016, the FASB issued ASU 2016-02, “ Leases 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 April 2015, FASB issued ASU 2015-03, “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. 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” 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.

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
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, 2017 and December 31, 2016 consist of the following: Assets of discontinued operations held for sale: December 31, 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 $ - $ 777,000 Accrued liabilities - 42,000 Notes payable - 2,022,000 Total Liabilities $ - $ 2,841,000 The income from discontinued operations presented in the statements of operations consist of the following for the year ended December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Revenues $ - $ 3,774,000 Cost of goods sold - (4,308,000 ) General and administrative expenses (993,000 ) - Depreciation and amortization (1,000 ) (560,000 ) Interest (43,000 ) (284,000 ) Other (gain (loss) on disposal of assets and intangibles) (8,000 ) (1,246,000 ) Total $ (1,045,000 ) $ (2,624,000 ) On March 3, 2017, the Company’s land and water assets associated with farming operations were auctioned off. Gross proceeds fom the auction were $1,740,000 with net proceeds estimated to be $1,583,000. Proceeds were used to pay off secured debt first with any residual proceeds used to pay unsecured debt.

Investments and Long-lived Asse

Investments and Long-lived Assets	12 Months Ended
	Dec. 31, 2017
Investments, All Other Investments [Abstract]
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 $6,930,000 in impairments on the Company’s land and water rights. 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, 2017 2016 Beginning balance $ 3,520,000 $ 4,684,000 Additions 506,000 2,495,000 Finished - Transferred (665,000 ) (3,659,000 ) Ending Balance $ 3,361,000 $ 3,520,000

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
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 share. 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. In May 2016, the Company negotiated another extension on holders representing $5,214,000 to extend the due date from June 30, 2016 to June 30, 2019. The extension reset the amortization period to 12 years, kept interest at 6% per year, and called for a 5% principal reduction in February, 2017. Payments to all of the HCIC note holders are behind. The Company is in technical default on $6,371,000 of the HCIC carry back notes due to non-payment of interest and principle. Consequently, the entire amount of the notes has been classified as current. For the year ended December 31, 2017, 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 financed the rehabilitation of the Cucharas Reservoir to temporarily bring it into safety compliance with the Colorado State Engineers office. Further, the CWCB Loan assisted with the rehabilitation of the Orlando facilities through the installation of a new outlet gate/pipe. 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, 2017, and 2016, the amounts outstanding under the CWCB Loan totaled $748,000 and $798,000, respectively. FirstOak Bank – Dionisio Purchase The Company purchased Dionisio assets in 2012. 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 was due June 15, 2017. As of December 31, 2016 the amounts outstanding under the FirstOak loan totaled $771,000. In March, 2017 this debt was settled through the liquidation of Dionisio Farms and Produce (“DFP”). 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 was due December 5, 2018 of $160,000. As of December 31, 2016 the amounts outstanding under the FirstOak loan totaled $118,000, respectively. In March, 2017 this debt was settled through the liquidation of DFP. 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. In March, 2017 this debt was settled through the liquidation of DFP. 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, the amounts outstanding under the FirstOak loan totaled $156,000. In March, 2017 this debt was settled through the liquidation of DFP. 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. The Company has been in contact with the lender and has reached a verbal agreement to extend the loan another 12 months. However, since the agreement is not in writing, the Company has classified this debt as current. As of December 31, 2017 and 2016, the amounts outstanding under the McFinney loan totaled $441,000 and $625,000, respectively. The paydown of principal occurred through land sales secured by the loan and the payment of 75% of the land sale proceeds to pay down the principal in return for parital land releases from the bank. 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. On January 19, 2018 Blue & Green, LLC (“Blue Green”) filed a complaint against GrowCo, Inc. claiming a default on payments by GrowCo to Blue Green under the terms of the $4 million GrowCo $2,115,000 promissory note held by Blue Green. The complaint is requesting immediate payment of the note, back due interest in excess of $300,000, and attorney fees. 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 December 31, 2017. During the year ended December 31, 2017, GrowCo raised an additional $1,906,000 under the GrowCo Exchange Notes offering. During the year ended December 31, 2017, the Company incurred $302,000 in debt issuance costs related to its GrowCo Exchange Notes offering. 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). These notes were paid in full in 2017. El Paso Land Loan In August, 2017, the Company borrowed $275,000 pledging a second lien on property the Company owns in El Paso County Colorado. This loan pays 18%/annum interest and is to be repaid through the sale of 35 to 40 acre lots. The repayment is based on 25% of the net proceeds from sales. The stated maturity date is August 1, 2019. WRC Convertible Note For the year ended December 31, 2017, Water Redevelopment Company (WRC) issued convertible notes which are due note April 1, 2020. It carries interest at 12% per annum and is secured by a security interest in the water supply agreement between the Company and a real estate developer in the area of the Orlando/Butte Valley facilities. This note, at the option of the holder, can be converted into one share of WRC preferred shares for each $4.23 of principal balance and accrued interest. At December 31, 2017, the balance was $300,000. OID Black Mountain Note This note was entered into on April 26, 2017. It is an orginal issuance discount note with the face principal amount of $330,000 and gross cash paid at closing of $300,000. It was due on October 26, 2017, but has been extended to now being due on April 1, 2018. Below is a summary of the Company’s long term debt: December 31, 2017 Note Principal Balance Accrued Interest Discount Dec 31, 2016 Principal Balance Interest rate Security HCIC seller carry back $ 6,301,000 $ 296,000 $ - $ 6,645,000 6 % Shares in the Mutual Ditch Company CWCB 748,000 6,000 - 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 441,000 - 625,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado GrowCo $4M notes 4,000,000 531,000 (62,000 ) 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note 100,000 - - 100,000 22.5 % Various land and water assets GrowCo $6M exchange note 1,855,000 288,000 (76,000 ) 2,010,000 22.5 % Various land and water assets GrowCo $7M exchange note 3,132,000 351,000 (143,000 ) 2,677,000 10-22.5 % Various land and water assets GrowCo $2M exchange note 1,520,000 238,000 (94,000 ) - Various land and water assets Hemp loan - - - 71,000 18.0 % Crop Lien GCP1 Short Term - - - 25,000 22.5 % None Bridge loan Harding 13,000 - - - 18.0 % None El Paso land 275,000 19,000 (21,000 ) - 18.0 % Second on El Paso County land WRC convertible 300,000 26,000 - - 12.0 % Lien on water supply agreement Equipment loans 122,000 3,000 - 300,000 5 - 8 % Various equipment OID Black Mountain 300,000 - (54,000 ) - None Total 19,107,000 $ 1,758,000 $ (450,000 ) 18,886,000 Less: Note discounts (450,000 ) (530,000 ) Less: Current portion net of discount (17,419,000 ) (12,590,000 ) Long term portion net of discount $ 1,238,000 $ 5,766,000 Notes: (1) Prime rate + 1%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6% Current portion long term debt: December 31, 2017 HCIC seller carry back $ 6,301,000 CWCB 70,000 McFinney Agri-Finance 441,000 GrowCo $4M note 4,000,000 GrowCo $1.5M exchange note 100,000 GrowCo $6M exchange note 1,855,000 GrowCo $7M exchange note 3,132,000 GrowCo $2M exchange note 1,520,000 Bridge loan Harding 13,000 TURV Long Term NP 100,000 Equipment loans 37,000 OID Black Mountain 300,000 Total 17,869,000 Less discount (450,000 ) $ 17,419,000 Schedule of principal payment due by year: Year Ending December 31, Total 2018 $ 17,869,000 2019 275,000 2020 410,000 2021 71,000 2022 & Beyond 482,000 Total $ 19,107,000

Information on Business Segment

Information on Business Segments	12 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
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, 2017 Twelve Months Ended December 31, 2016 Parent Farms Greenhouse Water Total Parent Farms Greenhouse Water Total Revenue $ - $ - $ 620 $ 72 $ 692 $ - $ - $ 204 $ 68 $ 272 Less: direct cost of revenue - - - 33 33 - - - - - Gross Margin - - 620 39 659 - - 204 68 272 Total Operating Expenses (752 ) - (501 ) (8,145 ) (9,398 ) (1,208 ) - (2,457 ) (212 ) (3,877 ) Total Other Income (Expense) (530 ) - (2,016 ) (368 ) (2,914 ) (24 ) - (1,463 ) (603 ) (2,090 ) Net (Loss) from Operations Before Income Taxes (1,282 ) - (1,897 ) (8,474 ) (11,653 ) (1,232 ) - (3,716 ) (747 ) (5,695 ) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from Operations (1,282 ) - (1,897 ) (8,474 ) (11,653 ) (1,232 ) - (3,716 ) (747 ) (5,695 ) Net (Loss) from Discontinued Operations - (1,045 ) - - (1,045 ) - (2,624 ) - - (2,624 ) Preferred dividends (369 ) - (478 ) (16 ) (863 ) (1,937 ) - (671 ) - (2,608 ) Non-controlling interest - - 644 (7 ) 637 - - 206 (6 ) 200 Net (Loss) $ (1,651 ) $ (1,045 ) $ (1,731 ) $ (8,497 ) $ (12,924 ) $ (3,169 ) $ (2,624 ) $ (4,181 ) $ (753 ) $ (10,727 ) Segment Assets $ 766 $ - $ 9,433 $ 27,953 $ 38,152 $ 726 $ 2,785 $ 9,179 $ 35,077 $ 47,767

Equity Transactions

Equity Transactions	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
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, 2017, was 32,749,920 common shares. During the year ended December 31, 2017, Two Rivers had the following common stock transactions: ● issued 1,417,000 shares for early warrant exercises; ● issued 52,260 shares for conversions by TR Capital preferred units; ● issued 25,200 shares for investor relations services; ● issued 139,000 from an RSU exercise, and ● issued 665,000 shares in exchange for debt. During the year ended December 31, 2016, Two Rivers 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 ● issued 35,616 shares to holders of TR Capital for conversion into the Company’s shares. Stock Incentive Plans The Company previously had a 2005 Stock Option Plan (“2005 Plan”) that was superseded by the Two Rivers 2011 Long-Term Stock Incentive Plan (“2011 Plan”). Upon the Company’s shareholder adoption of the 2011 Plan, the 2005 Plan stopped issuance of any further grants, except for grants previously committed by agreement. Under the 2005 Plan, we have the following stock options issued and outstanding: Company Relationship Options Date of Grant Vesting Date Performance Requirement Expiration Date Exercise Price Exercised to Date Consultant 600,000 Various Various Satisfied Various $ 0.70 - There were no options issued under the 2005 Plan for the years ending December 31, 2017 and 2016. A summary of the Two Rivers 2005 Option Plan (“2005 Plan”) is as follows: Shares Weighted Average Exercise Price Outstanding December 21, 2015 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2016 1,989,867 1.25 Granted (1) 600,000 0.70 Cancelled (1) (600,000 ) 1.25 Expired (1,389,867 ) 1.25 Exercised - - Outstanding December 31, 2017 600,000 $ 0.70 Options Exercisable, December 31, 2017 600,000 $ 0.70 Note 1: 600,000 options were extended and repriced from $1.25/share to $0.70/share For the year ended December 31, 2017, the Company extended 600,000 options that were due to expire in 2016 and 2017 to an expiration dates in 2018 and 2019. This extension resulted in $52,000 of expense being recorded in 2017. For the yeard ended December 31, 2017, the Company extended the same 600,000 options and reset the strike price from $1.25/share to $0.70/share and extended the expiration to occur in 2021 and 2022. This extension resulted in $85,000 of expense being recorded in 2017. 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 825,000 Various Various Ongoing 2026-2017 Variable - Directors 1,380,000 Various Various Satisfied Various $ 0.53 - Employees 806,500 Various Various Ongoing Jun-’26 $ 0.53 - Others 236,000 Various Various Satisfied Various Variable - Total 3,247,500 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: 2017 2016 Expected stock price volatility 224 % 142 % Risk-free interest rate 1.3 % 0.83 % Expected option life (years) 5.00 5.00 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, 2015 2,445,448 Granted 1,872,000 Cancelled (72,000 ) Expired - Issued/Exercised - Outstanding December 31, 2016 4,173,448 Granted 1,211,500 Cancelled (1,993,948 ) Expired (25,000 ) Issued/Exercised (118,500 ) Outstanding December 31, 2017 3,247,500 Exercisable, December 31, 2017 1,446,643 The option expense from both the 2011 and 2005 Plans were $534,000 and $180,000 for the years ended December 31, 2017 and 2016, 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 282,000 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, 2017, 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 HCIC Note Holders Creditors 473,750 Jun-13 Jun-13 Jun-18 $ 3.00 TR Capital Partners, LLC Investors 14,168,944 Jul-05 Jul-05 Jan-19 $ 2.10 GrowCo Exchange Note Creditors 700,000 Apr-16 Apr-16 May-21 $ 0.50 Two Rivers Financial Advisor 15,000 Apr-17 Apr-17 Apr-22 $ 0.58 Black Mountain Equity Creditor 390,634 Apr-17 Apr-17 Apr-22 $ 0.27 El Paso land creditors Creditors 275,000 Aug-17 Aug-17 Aug-22 $ 0.35 Black Mountain Equity Creditors 146,000 Sep-17 Sep-17 Sep-22 $ 1.00 16,469,328 (1) 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, 2017 and 2016, warrant expense totaled $92,000 and $327,000, 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”),

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
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 -3.91 % Return to Provision Adjustment 5.65 % Other Adjustment - % Valuation allowance -38.80 % Effective income tax rate 0.00 % Book loss reconciliation to estimated taxable income is as follows (in thousands): 2017 2016 Book loss $ (12,924 ) $ (10,933 ) Tax adjustments: Stock Based Comp $ 956 $ 61 Stock Comp Exercised $ - $ (33 ) Impairments $ 6,900 $ - Capital Expenses $ 1,032 $ 2,629 Meals & Entertainment $ - $ 6 Warrant Expense $ 331 $ 327 Political Contributions $ - $ 16 Gain / Loss on Disposal $ (89 ) $ - Depreciation $ (617 ) $ 514 Amortization $ (14 ) $ 834 Estimate of taxable income $ (4,425 ) $ (6,579 ) Income tax provision is summarized below (in thousands): 2017 2016 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (4,600 ) (2,382 ) State (414 ) (214 ) Total deferred (5,014 ) (2,596 ) Less: Valuation allowance 5,014 2,596 Total $ - $ - We will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2017 we had no unrecognized tax benefits in income tax expense, and do not expect any in 2018. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before 2014 and state examinations for years before 2014. The components of the deferred tax asset are as follows (in thousands): Current deferred tax asset: 2017 2016 Net operating loss carryforwards $ (18,309 ) $ (16,319 ) Capital loss (10 ) (10 ) Bargain purchase 643 643 RSU & stock option expense (2,349 ) (1,995 ) Fixed Assets and Intangibles (327 ) (214 ) Charitable Contributions (5 ) (5 ) Bad Debt - - Total cumulative deferred tax assets (18,339 ) (17,899 ) Valuation allowance 18,339 17,899 Effective income tax asset $ - $ - For the years ended December 31, 2017 and December 31, 2016, the deferred tax asset of $18,384,000 and $17,889,000, respectively, has a valuation allowance of $18,384,000 and $17,899,000, 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 12/31/16 $ 44,035 $ 44,035 12/31/17 4,425 4,425 Balance $ 48,460 $ 49,460

Immaterial Error Corrections

Immaterial Error Corrections	12 Months Ended
	Dec. 31, 2017
Accounting Changes and Error Corrections [Abstract]
Immaterial Error Corrections	NOTE 9 – IMMATERIAL ERROR CORRECTIONS This 10-K of the Company for the twelve months ended December 31, 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

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 10 – 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 $12,924,000 and $10,727,000 during the years ended December 31, 2017 and 2016, respectively. At December 31, 2017, the Company has a working capital deficit and an accumulated deficit of approximately $24,700,000 and $90,000,000, respectively. The HCIC seller carry back debt and the GrowCo notes are in technical default. The $4M GrowCo Note is classified as current due to the holders’ right to call the note upon 60-day’s notice. GrowCo has received notification of an entity holding $2,115,000 of this debt of its intent to collect the amount of the note, plus back due interest and attorney fees. 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. Since December 31, 2017 to March 21, 2018 the Company has collected $535,000 under its financing arrangement with Powderhorn LLC under debt/equity financing. Currently GrowCo, through GCP1 is receiving rent payments on one-half of the first greenhouse. The first use of these funds will be to pay GCP1 accounts payable including GCP1’s obligation to GrowCo. In addition, the Company has received $252,000 in preferred investment into its Water Redevelopment subsidiary. We are in the process of securing additional debt financing on the land and water assets that we own that are unencumbered. Additionally, we continue to reduced our general and administrative and cash required for our operations. Management Plans The Company has implemented a new strategy involving focusing on its water assets along with associated capital raises through the formation of Water Redevelopment Company (“WRC”). It is planned that WRC will provide the asset value necessary to obtain additional financing. We believe that the actions discussed above are probable of occurring and mitigating the substantial doubt raised by our historical operating results. We believe the actions will 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.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 11 - 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 2018 $ 32,000 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 began on April 1, 2017. The lease terminates on March 31, 2020. The amounts due at the base rate are as follows: Period Amount Due 2018 $ 28,000 2019 $ 28,000 2020 $ 7,000 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 original employment agreement was modified in 2017. 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. At this time we do not have the necessary funds to complete GCP2 construction. Suncanna Litigation 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. ● Due to the suspension order, Suncanna was in violation of its lease agreement with us. On April 25, 2016, GCP1 terminated Suncanna’s lease and began an eviction process against Suncanna. Consequently, during the quarter ended March 31, 2016, we stopped recognizing lease revenue and wrote off the $700,000 lease receivable and $43,000 deferred rent that had been recorded as of December 31, 2015. We also wrote off advances to Suncanna totaling $587,000. ● 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. 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. Prior board of directors litigation On August 8, 2017, a summons was issued in the Arapahoe County District Court on behalf of former board members Dennis Channer, Rockey Wells and John Stroh demanding the Company pay $139,000 in attorneys’ fees owed to Ryley Carlock & Applewhite for services rendered to the former board members at their behest while members of the board. At present, the matter is scheduled for trial in October, 2018. The $139,000 is included in our accounts payable on the balance sheet. DFP litigation On October 18, 2017, at the Company filed a lawsuit against former employees of the its DFP farming operation for alleged theft. We are in the process of gathering evidence of the theft and setting a court hearing date. A former employee of DFP has filed a counter claim against the Company, which amount is immaterial. Management believes that claims against former employees are in excess of any counter claims. GrowCo – Blue Green litigation On January 19, 2018 Blue & Green, LLC (“Blue Green”) filed a complaint against GrowCo, Inc. claiming a default on payments by GrowCo to Blue Green under the terms of the GrowCo $2,115,000 promissory note held by Blue Green. The complaint is requesting immediate payment of the note, back due interest in excess of $300,000, and attorney fees. State of Colorado litigation 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

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 12 – RELATED PARTY TRANSACTIONS Pursuant to ASC 850 “Related Party Disclosure”, during the year ended December 31, 2017, 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: ● 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 carried an interest rate of 12%. The loan was paid off in the third quarter of 2017. ● 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. ● Revenue totaled $620,000 has been recorded for leasing income from Johnny Cannaseed. ● Advances totaled $26,957 resulting in a cumulative total of $43,798 for greenhouse expense to McGrow, LLC which is partially owned by former Company CEO John McKowen. ● Payments totaling $335,531 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 totaled $13,295. This amount was written off. ● 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 $11.0M 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 December 31, 2017, the Company had advanced $81,000 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 its former corporate headquarters office space to McGrow. Total lease payments are $47,000 per year. ● Wayne Harding, Company CEO provided a long-term loan to the Company of $50,000. The loan is secured by land assets of the Company and carries an interest rate of 18%. ● Wayne Harding provided a short-term loan to the Company of $32,500 in the quarter ended December 31, 2017. $17,500 was repaid before the year ended December 31, 2017. The remainder, $15,000 plus interest was paid in February 2018.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 13 – SUBSEQUENT EVENTS Pursuant to FASB ASC 855, management has evaluated all events and transactions that occurred from December 31, 2017 through the date of issuance of these financial statements. During this period, the Company did not have any significant subsequent events, except as disclosed below. Effective February 1, 2018, our CFO and Secretary, Bill Gregorak resigned his positions and employment with the Company. On February 9, 2018, Two Rivers entered into a securities purchase agreement, or the SPA, with Powderhorn, LLC, pursuant to which we issued to Powderhorn a 12.5% original issue discount convertible promissory note, or the Note, in the principal amount of $675,000 in exchange for $600,000 in cash. Under the SPA, we agreed to file a registration statement to register the sale of up to 8,000,000 shares of common stock by Powderhorn and to use our reasonable best efforts to have the registration statement declared effective by the Securities and Exchange Commission by April 11, 2018. On February 9, 2018, we filed a registration statement on Form S-1 with the Securities and Exchange Commission in accordance with the SPA. On April 2, 2018, Powderhorn agreed that, provided the Company makes a specified amortization payment by the close of business on April 9, 2018, Powderhorn will waive any and all obligations of the Company to have an effective Form S-1 until May 8, 2018. Subject to certain permitted exceptions, if the SEC does not declare the registration statement effective by May 8, 2018 or if we fail to keep the registration statement effective, we will be required to pay liquidated damages to Powderhorn. As described above under “State of Colorado litigation” in Note 11, 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., (Pueblo Water Court)). On April 3, 2018, the Company was notified that the State of Colorado had filed a motion for the issuance of a contempt of court citation based upon the Company’s failure to comply with a consent decree to bring the Cucharas #5 reservoir down to silt level by March 31, 2018. The Company was unable to fully comply with the consent decree due to lack of capital. The Company intends to defend against the sanctions sought in the contempt motion, based in part upon those sanctions being unnecessary and unduly punitive. A hearing has been set for the contempt proceedings on May 10, 2018. The State is requesting the Company to pay $100,000 as a penalty for violating the stipulation agreement. The Company’s engineering firm estimate the cost to breach the dam structure to be between $1.8 to $2.2 million.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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.
Non-controlling Interest	Non-controlling Interest Below is the detail of non-controlling interest shown on the balance sheet. Year ended December 31, Entity 2017 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,388,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (850,000 ) (206,000 ) GrowCo Partners 1, LLC 3,621,000 3,521,000 GCP Super Units, LLC 5,016,000 4,923,000 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 $ 31,752,000 $ 32,366,000 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, 2017 2016 TR Capital $ - $ - HCIC (1) 7,000 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (644,000 ) (206,000 ) GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - TR Cap 20151231 Distribution, LLC - - Water Redevelopment - - Totals $ (637,000 ) $ (200,000 ) 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	Reclassification Certain amounts previously reported have been reclassified to conform to current presentation. Certain labels of accounts/classifications have been changed.
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.
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.
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.
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.
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, 2017, and 2016, 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	Capitalization of Interest As of December 31, 2017, $897,000 in notes payable interest has been capitalized in the construction of greenhouse 1 and 2.
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 2017 2016 Office equipment, furniture, computers 5 – 7 $ 12,000 $ 11,000 Computers 3 46,000 47,000 Vehicles 5 92,000 116,000 Farm equipment 7 - 10 244,000 1,632,000 Irrigation system 10 - 995,000 Buildings 27.5 10,000 393,000 Website 3 7,000 7,000 Subtotal 411,000 3,201,000 Less: Accumulated depreciation (251,000 ) (1,842,000 ) Net book value $ 160,000 $ 1,359,000
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
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. No amortization or depreciation is taken on the water rights. See the discussion below concerning Impairments – Water rights and infrastructure.
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.
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 along with depreciation of the infrastructures. In the event that such assessment indicates that the carrying value is greater than the fair market value of the water rights or the depreciable replacement cost of our infrastructure, 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. Prior to the year ended December 31, 2017, the Company recognized a $30,000 impairment on the Company’s land and water shares. For the year ended December 31, 2017, the Company examined the depreciable replacement cost of its water infrastructure. This analysis caused the recognition of $6,900,000 impairment to the water infrastructure. 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	Revenue Recognition Leasing Greenhouse The lease between GrowCo Partners 1, LLC and its lessee is classified as an operating lease under ASC 840. However, due to the uncertainity of lease payments, for the year ended December 31, 2017, only the actual lease revenues received were recognized. 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	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	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	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, 2017, 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, 2017, 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	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 118,000 RSUs, 3,847,500 options, and 16,469,328 warrants at December 31, 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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) “ Income Statement – Reporting Comprehensive Income (Topic 220) In July 2017, FASB issued ASU “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Compensation Accounting In February 2016, the FASB issued ASU 2016-02, “ Leases 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 April 2015, FASB issued ASU 2015-03, “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. 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” 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 Accoun21

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of Detail of Non-controlling Interest	Below is the detail of non-controlling interest shown on the balance sheet. Year ended December 31, Entity 2017 2016 TR Capital $ 20,482,000 $ 20,552,000 HCIC 1,388,000 1,381,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo (850,000 ) (206,000 ) GrowCo Partners 1, LLC 3,621,000 3,521,000 GCP Super Units, LLC 5,016,000 4,923,000 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 $ 31,752,000 $ 32,366,000
Schedule of Non-controlling Interest Share of Gains (Losses)	Below is the breakdown of the non-controlling interest share of gains (losses): Entity Year ended December 31, 2017 2016 TR Capital $ - $ - HCIC (1) 7,000 6,000 F-1 (2) - - F-2 (2) - - DFP (2) - - GrowCo (644,000 ) (206,000 ) GrowCo Partners 1, LLC - - GCP Super Units, LLC - - TR Cap 20150630 Distribution, LLC - - TR Cap 20150930 Distribution, LLC - - TR Cap 20151231 Distribution, LLC - - Water Redevelopment - - Totals $ (637,000 ) $ (200,000 ) 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.
Schedule of Premises and Equipment	Below is a summary of premises and equipment: December 31, Asset Type Life in Years 2017 2016 Office equipment, furniture, computers 5 – 7 $ 12,000 $ 11,000 Computers 3 46,000 47,000 Vehicles 5 92,000 116,000 Farm equipment 7 - 10 244,000 1,632,000 Irrigation system 10 - 995,000 Buildings 27.5 10,000 393,000 Website 3 7,000 7,000 Subtotal 411,000 3,201,000 Less: Accumulated depreciation (251,000 ) (1,842,000 ) Net book value $ 160,000 $ 1,359,000

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2017 and December 31, 2016 consist of the following: Assets of discontinued operations held for sale: December 31, 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 $ - $ 777,000 Accrued liabilities - 42,000 Notes payable - 2,022,000 Total Liabilities $ - $ 2,841,000 The income from discontinued operations presented in the statements of operations consist of the following for the year ended December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Revenues $ - $ 3,774,000 Cost of goods sold - (4,308,000 ) General and administrative expenses (993,000 ) - Depreciation and amortization (1,000 ) (560,000 ) Interest (43,000 ) (284,000 ) Other (gain (loss) on disposal of assets and intangibles) (8,000 ) (1,246,000 ) Total $ (1,045,000 ) $ (2,624,000 )

Investments and Long-lived As23

Investments and Long-lived Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Investments, All Other Investments [Abstract]
Schedule of Construction Costs	Year ended December 31, 2017 2016 Beginning balance $ 3,520,000 $ 4,684,000 Additions 506,000 2,495,000 Finished - Transferred (665,000 ) (3,659,000 ) Ending Balance $ 3,361,000 $ 3,520,000

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long Term Debt	Below is a summary of the Company’s long term debt: December 31, 2017 Note Principal Balance Accrued Interest Discount Dec 31, 2016 Principal Balance Interest rate Security HCIC seller carry back $ 6,301,000 $ 296,000 $ - $ 6,645,000 6 % Shares in the Mutual Ditch Company CWCB 748,000 6,000 - 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 441,000 - 625,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado GrowCo $4M notes 4,000,000 531,000 (62,000 ) 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note 100,000 - - 100,000 22.5 % Various land and water assets GrowCo $6M exchange note 1,855,000 288,000 (76,000 ) 2,010,000 22.5 % Various land and water assets GrowCo $7M exchange note 3,132,000 351,000 (143,000 ) 2,677,000 10-22.5 % Various land and water assets GrowCo $2M exchange note 1,520,000 238,000 (94,000 ) - Various land and water assets Hemp loan - - - 71,000 18.0 % Crop Lien GCP1 Short Term - - - 25,000 22.5 % None Bridge loan Harding 13,000 - - - 18.0 % None El Paso land 275,000 19,000 (21,000 ) - 18.0 % Second on El Paso County land WRC convertible 300,000 26,000 - - 12.0 % Lien on water supply agreement Equipment loans 122,000 3,000 - 300,000 5 - 8 % Various equipment OID Black Mountain 300,000 - (54,000 ) - None Total 19,107,000 $ 1,758,000 $ (450,000 ) 18,886,000 Less: Note discounts (450,000 ) (530,000 ) Less: Current portion net of discount (17,419,000 ) (12,590,000 ) Long term portion net of discount $ 1,238,000 $ 5,766,000 Notes: (1) Prime rate + 1%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6%
Schedule of Short Term Debt	Current portion long term debt: December 31, 2017 HCIC seller carry back $ 6,301,000 CWCB 70,000 McFinney Agri-Finance 441,000 GrowCo $4M note 4,000,000 GrowCo $1.5M exchange note 100,000 GrowCo $6M exchange note 1,855,000 GrowCo $7M exchange note 3,132,000 GrowCo $2M exchange note 1,520,000 Bridge loan Harding 13,000 TURV Long Term NP 100,000 Equipment loans 37,000 OID Black Mountain 300,000 Total 17,869,000 Less discount (450,000 ) $ 17,419,000
Schedule of Principal Payment	Schedule of principal payment due by year: Year Ending December 31, Total 2018 $ 17,869,000 2019 275,000 2020 410,000 2021 71,000 2022 & Beyond 482,000 Total $ 19,107,000

Information on Business Segme25

Information on Business Segments (Tables)	12 Months Ended
	Dec. 31, 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): Twelve Months Ended December 31, 2017 Twelve Months Ended December 31, 2016 Parent Farms Greenhouse Water Total Parent Farms Greenhouse Water Total Revenue $ - $ - $ 620 $ 72 $ 692 $ - $ - $ 204 $ 68 $ 272 Less: direct cost of revenue - - - 33 33 - - - - - Gross Margin - - 620 39 659 - - 204 68 272 Total Operating Expenses (752 ) - (501 ) (8,145 ) (9,398 ) (1,208 ) - (2,457 ) (212 ) (3,877 ) Total Other Income (Expense) (530 ) - (2,016 ) (368 ) (2,914 ) (24 ) - (1,463 ) (603 ) (2,090 ) Net (Loss) from Operations Before Income Taxes (1,282 ) - (1,897 ) (8,474 ) (11,653 ) (1,232 ) - (3,716 ) (747 ) (5,695 ) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from Operations (1,282 ) - (1,897 ) (8,474 ) (11,653 ) (1,232 ) - (3,716 ) (747 ) (5,695 ) Net (Loss) from Discontinued Operations - (1,045 ) - - (1,045 ) - (2,624 ) - - (2,624 ) Preferred dividends (369 ) - (478 ) (16 ) (863 ) (1,937 ) - (671 ) - (2,608 ) Non-controlling interest - - 644 (7 ) 637 - - 206 (6 ) 200 Net (Loss) $ (1,651 ) $ (1,045 ) $ (1,731 ) $ (8,497 ) $ (12,924 ) $ (3,169 ) $ (2,624 ) $ (4,181 ) $ (753 ) $ (10,727 ) Segment Assets $ 766 $ - $ 9,433 $ 27,953 $ 38,152 $ 726 $ 2,785 $ 9,179 $ 35,077 $ 47,767

Equity Transactions (Tables)

Equity Transactions (Tables)	12 Months Ended
	Dec. 31, 2017
Schedule of Fair Value of Options	To calculate the fair value of options, the Company uses the Black-Scholes model employing the following variables: 2017 2016 Expected stock price volatility 224 % 142 % Risk-free interest rate 1.3 % 0.83 % Expected option life (years) 5.00 5.00 Expected annual dividend yield 0 % 0 %
Schedule of Warrants Outstanding	As of December 31, 2017, 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 HCIC Note Holders Creditors 473,750 Jun-13 Jun-13 Jun-18 $ 3.00 TR Capital Partners, LLC Investors 14,168,944 Jul-05 Jul-05 Jan-19 $ 2.10 GrowCo Exchange Note Creditors 700,000 Apr-16 Apr-16 May-21 $ 0.50 Two Rivers Financial Advisor 15,000 Apr-17 Apr-17 Apr-22 $ 0.58 Black Mountain Equity Creditor 390,634 Apr-17 Apr-17 Apr-22 $ 0.27 El Paso land creditors Creditors 275,000 Aug-17 Aug-17 Aug-22 $ 0.35 Black Mountain Equity Creditors 146,000 Sep-17 Sep-17 Sep-22 $ 1.00 16,469,328 (1) 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.
2005 Plan [Member]
Schedule of Stock Options Issued and Outstanding	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 Consultant 600,000 Various Various Satisfied Various $ 0.70 -
Summary of Stock Option Plan	A summary of the Two Rivers 2005 Option Plan (“2005 Plan”) is as follows: Shares Weighted Average Exercise Price Outstanding December 21, 2015 1,989,867 $ 1.25 Granted - - Cancelled - - Expired - - Exercised - - Outstanding December 31, 2016 1,989,867 1.25 Granted (1) 600,000 0.70 Cancelled (1) (600,000 ) 1.25 Expired (1,389,867 ) 1.25 Exercised - - Outstanding December 31, 2017 600,000 $ 0.70 Options Exercisable, December 31, 2017 600,000 $ 0.70 Note 1: 600,000 options were extended and repriced from $1.25/share to $0.70/share
2011 Plan [Member]
Schedule of Stock Options Issued and Outstanding	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 825,000 Various Various Ongoing 2026-2017 Variable - Directors 1,380,000 Various Various Satisfied Various $ 0.53 - Employees 806,500 Various Various Ongoing Jun-’26 $ 0.53 - Others 236,000 Various Various Satisfied Various Variable - Total 3,247,500
Summary of Stock Option Plan	A summary of the Two Rivers 2011 Long-Term Stock Incentive Plan (“2011 Plan”) is as follows: Shares Outstanding December 31, 2015 2,445,448 Granted 1,872,000 Cancelled (72,000 ) Expired - Issued/Exercised - Outstanding December 31, 2016 4,173,448 Granted 1,211,500 Cancelled (1,993,948 ) Expired (25,000 ) Issued/Exercised (118,500 ) Outstanding December 31, 2017 3,247,500 Exercisable, December 31, 2017 1,446,643
Schedule of Restricted Stock Units	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 282,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	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 -3.91 % Return to Provision Adjustment 5.65 % Other Adjustment - % Valuation allowance -38.80 % Effective income tax rate 0.00 %
Schedule of Taxable Income	Book loss reconciliation to estimated taxable income is as follows (in thousands): 2017 2016 Book loss $ (12,924 ) $ (10,933 ) Tax adjustments: Stock Based Comp $ 956 $ 61 Stock Comp Exercised $ - $ (33 ) Impairments $ 6,900 $ - Capital Expenses $ 1,032 $ 2,629 Meals & Entertainment $ - $ 6 Warrant Expense $ 331 $ 327 Political Contributions $ - $ 16 Gain / Loss on Disposal $ (89 ) $ - Depreciation $ (617 ) $ 514 Amortization $ (14 ) $ 834 Estimate of taxable income $ (4,425 ) $ (6,579 )
Schedule of Income Tax Provision	Income tax provision is summarized below (in thousands): 2017 2016 Current expense (benefit) Federal $ - $ - State - - Total current - - Deferred expense (benefit) Federal (4,600 ) (2,382 ) State (414 ) (214 ) Total deferred (5,014 ) (2,596 ) Less: Valuation allowance 5,014 2,596 Total $ - $ -
Schedule of Components of Deferred Tax Assets	The components of the deferred tax asset are as follows (in thousands): Current deferred tax asset: 2017 2016 Net operating loss carryforwards $ (18,309 ) $ (16,319 ) Capital loss (10 ) (10 ) Bargain purchase 643 643 RSU & stock option expense (2,349 ) (1,995 ) Fixed Assets and Intangibles (327 ) (214 ) Charitable Contributions (5 ) (5 ) Bad Debt - - Total cumulative deferred tax assets (18,339 ) (17,899 ) Valuation allowance 18,339 17,899 Effective income tax asset $ - $ -
Summary of Net Operating Loss Carryforward	The following is a summary of the combined net operating loss carryforward (in thousands): Federal Colorado 12/31/16 $ 44,035 $ 44,035 12/31/17 4,425 4,425 Balance $ 48,460 $ 49,460

Immaterial Error Corrections (T

Immaterial Error Corrections (Tables)	12 Months Ended
	Dec. 31, 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

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Colorado Center [Member]
Schedule of Lease Amount Due at Base Rate	The amounts due at the base rate are as follows: Period Amount Due 2018 $ 32,000
Parker Road Campus, LLC [Member]
Schedule of Lease Amount Due at Base Rate	The amounts due at the base rate are as follows: Period Amount Due 2018 $ 28,000 2019 $ 28,000 2020 $ 7,000

Organization and Business (Deta

Organization and Business (Details Narrative)	1 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2016USD ($)$ / shares	Mar. 31, 2016USD ($)	May 31, 2014shares	Mar. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Sep. 30, 2016USD ($)$ / shares	Dec. 31, 2017USD ($)aft²shares	Dec. 31, 2016USD ($)a$ / sharesshares	Oct. 02, 2015shares	Jul. 02, 2015shares	Apr. 01, 2015shares	Jan. 20, 2015USD ($)aft²	Jan. 02, 2015shares	Aug. 01, 2014shares
Common stock shares outstanding | shares							32,749,920	30,452,075
Acres owned | a							6,538	7,376
Sale of acres | a								838
Notes payable							$ 19,107,000	$ 18,886,000
Area of greenhouse | ft²							90,000
Area of warehouse and processing facility | ft²							15,000
Proceeds from long-term debt							$ 306,000	456,000
Reduction in amount owed to unit holders							863,000	1,764,000
Leasing - Greenhouse (related party)							620,000	204,000
Johnny Cannaseed, LLC [Member]
Leasing - Greenhouse (related party)							620,000
Lease receivables								$ 240,000
Sublease income							$ 308,000
GrowCo [Member]
Shares reserved for issuance | shares							10,000,000		2,500,000	2,500,000	2,500,000		2,500,000	10,000,000
Common stock shares outstanding | shares							35,000,000
Shares issued by subsidiary | shares			20,000,000
Proceeds from long-term debt		$ 5,500,000			$ 4,000,000
Notes exchanged from original debt issuance							$ 7,000,000
Proceeds from offering							1,520,000
Proceeds from additional offering							$ 386,000
GrowCo [Member] | 2016 Promissory Note [Member]
Proceeds from long-term debt				$ 300,000
Face amount of notes payable		1,500,000		1,500,000
GrowCo [Member] | Amended 2016 Promissory Notes [Member]
Notes payable	$ 100,000					$ 100,000
Warrant exercise price | $ / shares	$ 0.25					$ 0.25
Warrants to purchase shares, percentage of warrants against debt investment | $ / shares	$ 0.25					$ 0.25
Notes received warrants to purchase	$ 6,000,000
Notes exchanged from original debt issuance	200,000					$ 200,000
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Initial Debtholders [Member]
Warrant exercise price | $ / shares								$ 0.50
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Minimum [Member]
Face amount of notes payable	6,000,000					6,000,000
GrowCo [Member] | Amended 2016 Promissory Notes [Member] | Maximum [Member]
Face amount of notes payable	$ 7,000,000					7,000,000
GrowCo [Member] | Promissory Note [Member]
Face amount of notes payable								$ 300,000
Warrant exercise price | $ / shares								$ 1
GCP1 [Member]
Acres owned | a												40
Notes payable												$ 4,400,000
Area of greenhouse | ft²												90,000
Area of warehouse and processing facility | ft²												15,000
Write-off of receivables						1,330,000
Reduction in amount owed to unit holders						350,000
Leasing - Greenhouse (related party)						$ 25,000
GCP1 [Member] | Advances [Member]
Write-off of receivables		587,000		$ 587,000
GCP1 [Member] | Leasing Revenue [Member]
Write-off of receivables		$ 743,000
GCP2 [Member]
Acres owned | a							40
Area of greenhouse | ft²							90,000
Area of warehouse and processing facility | ft²							15,000
Arkansas River [Member]
Water asset area | ft²							14,000
Colorado [Member]
Water asset area | ft²							4,500

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
Non-controlling interest	$ 31,752	$ 32,366
Fair value of warrants	331	327
Capitalization of Interest	897
Fair value of equipment	160	599
Impairment charges	$ 6,900
RSUs [Member]
Anti-dilutive shares	118,000
Stock Options [Member]
Anti-dilutive shares	3,847,500
Warrant [Member]
Anti-dilutive shares	16,469,328
Minimum [Member]
Useful life of assets	3 years
Maximum [Member]
Useful life of assets	27 years 6 months
Farm Equipment [Member]
Fair value of equipment	$ 5
Farm Equipment [Member] | Minimum [Member]
Useful life of assets	7 years
Farm Equipment [Member] | Maximum [Member]
Useful life of assets	10 years
Land and Water Shares [Member]
Impairment charges	$ 30
F-1 & F-2 [Member]
Non-controlling interest, investment amount			$ 6,000
TR Capital [Member]
Number of membership units issued			30,159,000
Non-controlling interest	$ 20,482	$ 20,552	$ 20,740
Beneficial conversion feature			12,337
Fair value of warrants			3,641
In-kind distributions			$ 1,452

Summary of Significant Accoun32

Summary of Significant Accounting Policies - Schedule of Detail of Non-controlling Interest (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
Noncontrolling interest in subsidiary	$ 31,752	$ 32,366
TR Capital [Member]
Noncontrolling interest in subsidiary	20,482	20,552	$ 20,740
HCIC [Member]
Noncontrolling interest in subsidiary	1,388	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	(850)	(206)
GrowCo Partners 1, LLC [Member]
Noncontrolling interest in subsidiary	3,621	3,521
GCP Super Units, LLC [Member]
Noncontrolling interest in subsidiary	5,016	4,923
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 Accoun33

Summary of Significant Accounting Policies - Schedule of Non-controlling Interest Share of Gains (Losses) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016
Non-controlling interest share of gains (losses)		$ (637)	$ (200)
TR Capital [Member]
Non-controlling interest share of gains (losses)
HCIC [Member]
Non-controlling interest share of gains (losses)	[1]	7	6
F-1 [Member]
Non-controlling interest share of gains (losses)	[2]
F-2 [Member]
Non-controlling interest share of gains (losses)	[2]
DFP [Member]
Non-controlling interest share of gains (losses)	[2]
GrowCo [Member]
Non-controlling interest share of gains (losses)		(644)	(206)
GrowCo Partners 1, LLC [Member]
Non-controlling interest share of gains (losses)
GCP Super Units, LLC [Member]
Non-controlling interest share of gains (losses)
TR Cap 20150630 Distribution, LLC [Member]
Non-controlling interest share of gains (losses)
TR Cap 20150930 Distribution, LLC [Member]
Non-controlling interest share of gains (losses)
TR Cap 20151231 Distribution, LLC [Member]
Non-controlling interest share of gains (losses)
Water Redevelopment Company[Member]
Non-controlling interest share of gains (losses)
[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.

Summary of Significant Accoun34

Summary of Significant Accounting Policies - Schedule of Non-controlling Interest Share of Gains (Losses) (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Noncontrolling interest, ownership percentage	95.00%
Preferred share dividend rate	25.00%

Summary of Significant Accoun35

Summary of Significant Accounting Policies - Schedule of Premises and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, equipment and software, Subtotal	$ 411	$ 3,201
Less: Accumulated Depreciation	(251)	(1,842)
Property, equipment and software, Net book value	$ 160	1,359
Minimum [Member]
Useful life of assets	3 years
Maximum [Member]
Useful life of assets	27 years 6 months
Office Equipment and Furniture [Member]
Property, equipment and software, Subtotal	$ 12	11
Office Equipment and Furniture [Member] | Minimum [Member]
Useful life of assets	5 years
Office Equipment and Furniture [Member] | Maximum [Member]
Useful life of assets	7 years
Computers [Member]
Useful life of assets	3 years
Property, equipment and software, Subtotal	$ 46	47
Vehicles [Member]
Useful life of assets	5 years
Property, equipment and software, Subtotal	$ 92	116
Farm Equipment [Member]
Property, equipment and software, Subtotal	$ 244	1,632
Farm Equipment [Member] | Minimum [Member]
Useful life of assets	7 years
Farm Equipment [Member] | Maximum [Member]
Useful life of assets	10 years
Irrigation System [Member]
Useful life of assets	10 years
Property, equipment and software, Subtotal		995
Buildings [Member]
Useful life of assets	27 years 6 months
Property, equipment and software, Subtotal	$ 10	393
Website [Member]
Useful life of assets	3 years
Property, equipment and software, Subtotal	$ 7	$ 7

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - Discontinued Operations [Member] $ in Thousands	Mar. 03, 2017USD ($)
Gross Proceeds from sale of land and water assets	$ 1,740
Net proceeds from sale of land and water assets	$ 1,583

Discontinued Operations - Sched

Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations and Income from Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]
Cash		$ 6
Accounts receivable		37
Deposits and other current assets		57
Land and equipment		2,685
Total assets		2,785
Accounts payable		777
Accrued liabilities		42
Notes payable		2,022
Total liabilities		2,841
Revenues		3,774
Cost of goods sold		(4,308)
General and administrative expenses	(933)
Depreciation and amortization	(1)	(560)
Interest	(43)	(284)
Other (gain (loss) on disposal of assets and intangibles)	(8)	(1,246)
Total	$ (1,045)	$ (2,624)

Investments and Long-lived As38

Investments and Long-lived Assets (Details Narrative) $ in Thousands	Nov. 02, 2012USD ($)	Dec. 31, 2017USD ($)ft²	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Asset impairment charges		$ 6,900
Construction in progress, partial completion		$ 3,361	3,520	$ 4,684
Area of greenhouse | ft²		90,000
Area of warehouse and processing facility | ft²		15,000
Accrued interest		$ 1,758
First Greenhouse [Member]
Construction in progress, partial completion			3,315
Greenhouse 1 & 2 [Member]
Additional expenditures required for completion			$ 8,922
Greenhouse 2 [Member]
Area of greenhouse | ft²		90,000
Area of warehouse and processing facility | ft²		15,000
Dionisio Purchase [Member]
Acquisition related costs	$ 1,873
Accrued interest	$ 30

Investments and Long-lived As39

Investments and Long-lived Assets - Schedule of Construction Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Investments, All Other Investments [Abstract]
Construction Costs, Beginning balance	$ 3,520	$ 4,684
Additions	506	2,495
Finished - Transferred	(665)	(3,659)
Construction Costs, Ending balance	$ 3,361	$ 3,520

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) $ / shares in Units, $ in Thousands

Apr. 26, 2017USD ($)

Mar. 15, 2013USD ($)a

Nov. 02, 2012USD ($)

Mar. 05, 2012USD ($)

Aug. 31, 2017USD ($)a

May 31, 2016USD ($)$ / sharesshares

May 31, 2014USD ($)shares

Jun. 30, 2013USD ($)

Mar. 31, 2016USD ($)$ / sharesshares

Dec. 31, 2017USD ($)a$ / sharesshares

Dec. 31, 2016USD ($)a

Dec. 31, 2015USD ($)a

Dec. 31, 2012USD ($)

Dec. 15, 2018USD ($)

Dec. 15, 2017USD ($)

Dec. 15, 2016USD ($)

Sep. 30, 2016USD ($)

Aug. 10, 2016USD ($)

Dec. 15, 2015USD ($)

Dec. 15, 2014USD ($)

Dec. 15, 2013USD ($)

Dec. 15, 2012USD ($)

Debt instrument interest rate

6.00%

Maturity due date

Dec. 5, 2018

Fair value of warrants

$ 331

$ 327

Area of land | a

6,538

7,376

Amount outstanding loan

$ 160

Number of shares issued for loan security | shares

9

Annual future payments of loan

$ 15

$ 15

$ 15

$ 15

$ 15

Proceeds from borrowings

$ 176

$ 2,456

$ 5,237

Promissory note

19,107

18,886

McFinney Agri-Finance LLC [Member]

Debt instrument interest rate

6.80%

Area of land | a

2,579

Amount outstanding loan

$ 625

$ 441

Proceeds from other debt

$ 650

Land value

1,250

Payments to acquire land

620

Ellicot [Member]

Proceeds from other debt

400

Monthly payments of principal and interest

$ 4,238

Prime Rate [Member]

Debt instrument interest rate

75.00%

Prime Rate [Member] | Mater Purchase [Member]

Debt instrument interest rate

75.00%

Corporate Loans [Member]

Debt instrument interest rate

1.50%

Corporate Loans [Member] | Mater Purchase [Member]

Debt instrument interest rate

1.00%

HCIC Seller Carryback Note [Member]

Debt instrument face amount

$ 5,214

$ 6,164

$ 7,364

Debt instrument interest rate

6.00%

6.00%

6.00%

6.00%

Maturity date, description

extend the due date from June 30, 2016 to June 30, 2019

due either August or September 2013

March 31, 2013 through September 30, 2016

Maturity due date

Mar. 31, 2013

Debt instrument extended due date

Jun. 30, 2016

Percentage on increase decrease on principal balance

5.00%

20.00%

Percentage on payment on principal amount

5.43%

Debt amortized period

12 years

20 years

Technical default on nonpayment of interest and principal

$ 6,371

Conversion of debt

$ 3,181

Warrant expire term

5 years

Warrant exercise price | $ / shares

$ 3

Warrant to purchase shares of common stock | shares

1,367

Fair value of warrants

$ 277

Promissory note

$ 6,301

$ 6,645

HCIC Seller Carryback Note [Member] | Maximum [Member]

Debt instrument face amount

$ 7,397

Convertible debt Conversion price | $ / shares

$ 1.25

HCIC Seller Carryback Note [Member] | Minimum [Member]

Convertible debt Conversion price | $ / shares

$ 1

Colorado Water Conservation Loan [Member]

Debt instrument face amount

$ 1,185

Debt instrument interest rate

2.50%

Debt amortized period

20 years

Service fee

$ 12

Additional amount paid towards loan

$ 210

Area of land | a

157

Amount outstanding loan

$ 798

$ 748

FirstOak Bank [Member] | Dionisio Purchase [Member]

Maturity due date

Jun. 15, 2017

Amount outstanding loan

771

Acquisition related costs

$ 1,500

Proceeds from bank financing

900

Proceeds from other debt

$ 600

Interest rate description

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.

Number of shares issued for loan security | shares

146

Annual future payments of loan

76

76

76

76

$ 76

$ 76

FirstOak Bank [Member] | Mater Purchase [Member]

Debt instrument face amount

$ 25

Debt instrument interest rate

6.00%

Amount outstanding loan

$ 159

Acquisition related costs

325

Proceeds from bank financing

169

Proceeds from other debt

131

Annual future payments of loan

$ 15

$ 15

$ 15

$ 15

$ 15

FirstOak Bank [Member] | Mater Purchase [Member] | Water Rights [Member]

Acquisition related costs

219

FirstOak Bank [Member] | Mater Purchase [Member] | Land [Member]

Acquisition related costs

106

FirstOak Bank One [Member]

Amount outstanding loan

$ 118

Seller Carry Back – Dionisio [Member]

Debt instrument face amount

$ 600

Debt instrument interest rate

6.00%

Maturity due date

Nov. 2, 2017

Acquisition related costs

$ 1,500

Seller Carry Back – Dionisio [Member] | Minimum [Member] | Additional Debt [Member]

Debt instrument face amount

$ 590

FirstOak Loan [Member] | Mater Purchase [Member]

Amount outstanding loan

156

GrowCo Exchange Notes [Member]

Debt instrument face amount

$ 4,000

Debt instrument interest rate

22.50%

Maturity due date

Apr. 1, 2020

Area of land | a

157

Warrant expiration date

Apr. 30, 2020

Stock investing description

notes investors also received one GrowCo common stock $1 warrant for each $1 invested

Blue & Green, LLC [Member] | January 19, 2018 [Member]

Default payment on debt

400

Promissory note

2,115

Interest on debt

300

GrowCo Exchange Notes [Member]

Debt instrument face amount

$ 300

$ 1,906

Conversion of debt

$ 200

Warrant exercise price | $ / shares

$ 0.25

Warrant to purchase shares of common stock | shares

100

Promissory note

$ 1,500

Subscriptions received

$ 300,000

Effective percentage, interest rate

22.50%

Debt issuance costs

$ 302

GrowCo Exchange Notes [Member] | Maximum [Member]

Debt instrument face amount

$ 600

El Paso Land Loan [Member]

Maturity due date

Mar. 31, 2017

El Paso Land Loan [Member] | CEO [Member]

Investments

$ 7

El Paso Land Loan [Member]

Debt instrument interest rate

18.00%

Loan borrowed

$ 275

Percentage on proceeds from sales

25.00%

El Paso Land Loan [Member] | Maximum [Member]

Area of land | a

40

El Paso Land Loan [Member] | Minimum [Member]

Area of land | a

35

WRC Convertible Note [Member]

Debt instrument interest rate

12.00%

Maturity due date

Apr. 1, 2020

Convertible debt Conversion price | $ / shares

$ 4.23

Amount outstanding loan

$ 300

Description on conversion

The option of the holder, can be converted into one share of WRC preferred shares for each $4.23 of principal balance and accrued interest.

OID Black Mountain Note [Member]

Debt instrument face amount

$ 330

Maturity due date

Oct. 26, 2017

Debt instrument extended due date

Apr. 1, 2018

Gross cash paid

$ 300

Notes Payable - Schedule of Lon

Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2017		Dec. 31, 2016		May 31, 2016	May 31, 2014	Dec. 31, 2012
Principal balance		$ 19,107		$ 18,886
Accrued Interest		1,758
Interest Rate							6.00%
Less: Note discounts		(450)		(530)
Less: Current portion net of discount		(17,419)		(12,590)
Long term portion net of discount		1,238		5,766
HCIC Seller Carryback Note [Member]
Principal balance		6,301		$ 6,645
Accrued Interest		$ 296
Interest Rate		6.00%		6.00%		6.00%		6.00%
Security		Shares in the Mutual Ditch Company		Shares in the Mutual Ditch Company
Less: Note discounts
CWCB Note [Member]
Principal balance		748		$ 798
Accrued Interest		$ 6
Interest Rate		2.50%		2.50%
Security		Certain Orlando and Farmland Assets		Certain Orlando and Farmland Assets
Less: Note discounts
FirstOak Bank - Dionisio Farm Note 1 [Member]
Principal balance				$ 771
Accrued Interest
Interest Rate	[1]	0.00%		0.00%
Security		Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits		Dionisio farmland and 146.4 shares of Bessemer Irrigating Ditch Company Stock, well permits
Less: Note discounts
FirstOak Bank - Dionisio Farm Note 2 [Member]
Principal balance				$ 118
Accrued Interest
Interest Rate	[2]	0.00%		0.00%
Security		Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases		Dionisio farmland and 9 shares of Bessemer Irrigating Ditch Company Stock, well permits, water leases
Less: Note discounts
Seller Carry Back - Dionisio Farm Note [Member]
Principal balance				$ 590
Accrued Interest
Interest Rate		6.00%		6.00%
Security		Unsecured		Unsecured
Less: Note discounts
FirstOak Bank - Mater Note [Member]
Principal balance				$ 156
Accrued Interest
Interest Rate		0.00%	[2]	0.00%	[1]
Security		Secured by Mater assets purchased		Secured by Mater assets purchased
Less: Note discounts
McFinney Agri-Finance Note [Member]
Principal balance		441		$ 625
Accrued Interest
Interest Rate		6.80%		6.80%
Security		2579 acres of pasture land in Ellicott Colorado		2579 acres of pasture land in Ellicott Colorado
Less: Note discounts
GrowCo $4M Note [Member]
Principal balance		4,000		$ 4,000
Accrued Interest		$ 531
Interest Rate		22.50%		22.50%
Security		Various land and water assets		Various land and water assets
Less: Note discounts		$ (62)
GrowCo $1.5M Exchange Note [Member]
Principal balance		100		$ 100
Accrued Interest
Interest Rate		22.50%		22.50%
Security		Various land and water assets		Various land and water assets
Less: Note discounts
GrowCo $6M Exchange Note [Member]
Principal balance		1,855		$ 2,010
Accrued Interest		$ 288
Interest Rate		22.50%		22.50%
Security		Various land and water assets		Various land and water assets
Less: Note discounts		$ (76)
GrowCo $7M Exchange Note [Member]
Principal balance		3,132		$ 2,677
Accrued Interest		$ 351
Security		Various land and water assets		Various land and water assets
Less: Note discounts		$ (143)
GrowCo $7M Exchange Note [Member] | Minimum [Member]
Interest Rate		10.00%		10.00%
GrowCo $7M Exchange Note [Member] | Maximum [Member]
Principal balance
Accrued Interest
Interest Rate		22.50%		22.50%
GrowCo $2M Exchange Note [Member]
Principal balance		$ 1,520
Accrued Interest		$ 238
Interest Rate		0.00%		0.00%
Security		Various land and water assets		Various land and water assets
Less: Note discounts		$ (94)
Hemp Loan [Member]
Principal balance				$ 71
Interest Rate				18.00%
Security		Crop Lien		Crop Lien
GCP1 Short Term [Member]
Principal balance				$ 25
Accrued Interest
Interest Rate		22.50%		22.50%
Security		None		None
Less: Note discounts
Bridge loan Harding [Member]
Principal balance		13
Accrued Interest
Interest Rate		18.00%		18.00%
Security		None		None
Less: Note discounts
El Paso land [Member]
Principal balance		275
Accrued Interest		$ 19
Interest Rate		18.00%		18.00%
Security		Second on El Paso County land		Second on El Paso County land
Less: Note discounts		$ (21)
WRC Convertible [Member]
Principal balance		300
Accrued Interest		$ 26
Interest Rate		12.00%		20.00%
Security		Lien on water supply agreement		Lien on water supply agreement
Less: Note discounts
Equipment Loans [Member]
Principal balance		122		$ 300
Accrued Interest		$ 3
Security		Various equipment		Various equipment
Less: Note discounts
Equipment Loans [Member] | Minimum [Member]
Interest Rate		5.00%		5.00%
Equipment Loans [Member] | Maximum [Member]
Interest Rate		8.00%		8.00%
OID Black Mountain [Member]
Principal balance		$ 300
Accrued Interest
Interest Rate		0.00%		0.00%
Security		None		None
Less: Note discounts		$ (54)
Hemp Loan [Member]
Principal balance
Accrued Interest
Interest Rate		18.00%
Less: Note discounts
[1]	Prime rate + 1%, but not less than 6%.
[2]	Prime rate + 1.5%, but not less than 6%.

Notes Payable - Schedule of L42

Notes Payable - Schedule of Long Term Debt (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2017ashares	Dec. 31, 2016ashares
Acres of pasture land | a	6,538	7,376
FirstOak Bank - Dionisio Farm Note 1 [Member]
Variable rate description	Prime Rate	Prime Rate
Spread on variable rate	1.00%	1.00%
Collateral shares | shares	146.4	146.4
FirstOak Bank - Dionisio Farm Note 2 [Member]
Variable rate description	Prime Rate	Prime Rate
Spread on variable rate	1.50%	1.50%
Collateral shares | shares	9	9
FirstOak Bank - Mater Note [Member]
Variable rate description	Prime Rate	Prime Rate
Spread on variable rate	1.00%	1.00%
McFinney Agri-Finance Note [Member]
Acres of pasture land | a	2,579	2,579

Notes Payable - Schedule of Sho

Notes Payable - Schedule of Short Term Debt (Details) $ in Thousands	Dec. 31, 2017USD ($)
Current portion long term debt: Total	$ 17,869
Less discount	(450)
Total	17,419
HCIC seller carry back [Member]
Current portion long term debt: Total	6,301
CWCB [Member]
Current portion long term debt: Total	70
McFinney Agri-Finance [Member]
Current portion long term debt: Total	441
GrowCo $4M note [Member]
Current portion long term debt: Total	4,000
GrowCo $1.5M exchange note [Member]
Current portion long term debt: Total	100
GrowCo $6M exchange note [Member]
Current portion long term debt: Total	1,855
GrowCo $7M exchange note [Member]
Current portion long term debt: Total	3,132
GrowCo $2M exchange note [Member]
Current portion long term debt: Total	1,520
Bridge loan Harding [Member]
Current portion long term debt: Total	13
TURV Long Term NP [Member]
Current portion long term debt: Total	100
Equipment loans [Member]
Current portion long term debt: Total	37
OID Black Mountain [Member]
Current portion long term debt: Total	$ 300

Notes Payable - Schedule of Pri

Notes Payable - Schedule of Principal Payment (Details) $ in Thousands	Dec. 31, 2017USD ($)
Debt Disclosure [Abstract]
2,018	$ 17,869
2,019	275
2,020	410
2,021	71
2022 & Beyond	482
Total	$ 19,107

Information on Business Segme45

Information on Business Segments - Schedule of Operating Results by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenue	$ 692	$ 272
Less: direct cost of revenue	33
Gross Margin	659	272
Total Operating Expenses	(9,398)	(3,877)
Total Other Income (Expense)	(2,914)	(2,090)
Net (Loss) from Operations Before Income Taxes	(11,653)	(5,695)
Income Taxes (Expense)/Credit
Net (Loss) from Operations	(11,653)	(2,624)
Net (Loss) from Discontinued Operations	(1,045)	(2,624)
Preferred dividends	(863)	(2,608)
Non-controlling interest	637	200
Net (Loss)	(12,924)	(10,727)
Segment Assets	38,152	47,767
Parent (Two Rivers) [Member]
Revenue
Less: direct cost of revenue
Gross Margin
Total Operating Expenses	(752)	(1,208)
Total Other Income (Expense)	(530)	(24)
Net (Loss) from Operations Before Income Taxes	(1,282)	(1,232)
Income Taxes (Expense)/Credit
Net (Loss) from Operations	(1,282)	(1,232)
Net (Loss) from Discontinued Operations
Preferred dividends	(369)	(1,937)
Non-controlling interest
Net (Loss)	(1,651)	(3,169)
Segment Assets	766	726
Farms (DFP) [Member]
Revenue
Less: direct cost of revenue
Gross Margin
Total Operating Expenses
Total Other Income (Expense)
Net (Loss) from Operations Before Income Taxes
Income Taxes (Expense)/Credit
Net (Loss) from Operations
Net (Loss) from Discontinued Operations	(1,045)	(2,624)
Preferred dividends
Non-controlling interest
Net (Loss)	(1,045)	(2,624)
Segment Assets		2,785
Greenhouse (GrowCo., GCP1, GCP2) [Member]
Revenue	620	204
Less: direct cost of revenue
Gross Margin	620	204
Total Operating Expenses	(501)	(2,457)
Total Other Income (Expense)	(2,016)	(1,463)
Net (Loss) from Operations Before Income Taxes	(1,897)	(3,716)
Income Taxes (Expense)/Credit
Net (Loss) from Operations	(1,897)	(3,716)
Net (Loss) from Discontinued Operations
Preferred dividends	(478)	(671)
Non-controlling interest	644	(206)
Net (Loss)	(1,731)	(4,181)
Segment Assets	9,433	9,179
Water (TR Cap) [Member]
Revenue	72	68
Less: direct cost of revenue	33
Gross Margin	39	68
Total Operating Expenses	(8,145)	(212)
Total Other Income (Expense)	(368)	(603)
Net (Loss) from Operations Before Income Taxes	(8,474)	(747)
Income Taxes (Expense)/Credit
Net (Loss) from Operations	(8,474)	(747)
Net (Loss) from Discontinued Operations
Preferred dividends	(16)
Non-controlling interest	(7)	(6)
Net (Loss)	(8,497)	(753)
Segment Assets	$ 27,953	$ 35,077

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares issued	32,749,920	30,452,075
Number of warrants exercises	1,417,000	649,700
Number of shares issued for services	25,200
Number of options extended	600,000
Warrant expense	$ 92	$ 327
Warrants fair value	331	327
2011 and 2005 Plans [Member]
Stock options expense recognized	$ 534	$ 180
Maximum [Member]
Stock options strike price	$ 1.25
Minimum [Member]
Stock options strike price	$ 0.70
2018 and 2019 [Member]
Number of options extended expiration description	Due to expire in 2016 and 2017 to an expiration dates in 2018 and 2019
Stock options expense recognized	$ 52
2021 and 2022 [Member]
Number of options extended expiration description	Expiration to occur in 2021 and 2022
Stock options expense recognized	$ 85
Black Mountain OID Note [Member]
Number of common shares issued for note reduction	665,000
HCIC Debt [Member]
Number of common shares issued for note reduction	727,500
RSUs [Member]
Number of common shares issued from restricted stock units exercised	139,000
TR Capital [Member]
Number of common shares issued for preferred stock conversion	52,260	35,616
Debt instruments convertible beneficial convertible features			$ 12,337
Warrants fair value			$ 3,641
TR Capital Preferred Membership Units [Member]
Number of common shares issued for preferred stock conversion			1
Number of preferred membership units issued			30,159,000
Debt instruments convertible beneficial convertible features	$ 12,337
Warrants fair value	$ 3,641
CEO [Member] | RSUs [Member]
Number of common shares issued from restricted stock units exercised		1,880,948
Board Members [Member]
Number of shares repurchased		35,000
Independent Board Members [Member]
Number of shares issued for services	127,500
Former Director [Member]
Number of common stock shares issued	85,000

Equity Transactions - Schedule

Equity Transactions - Schedule of Stock Options Issued and Outstanding (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Options	3,247,500
2005 Plan [Member]
Options	600,000	1,989,867	1,989,867
Date of Grant	Various
Vesting Date	Various
Performance Requirement	Satisfied
Expiration Date	Various
Exercise Price	$ 0.70	$ 1.25	$ 1.25
Exercised to Date	-
2011 Plan [Member]
Date of Grant	Oct10
Vesting Date	2011-01
Performance Requirement	n/a
2011 Plan [Member] | CEO [Member]
Options	825,000
Date of Grant	Various
Vesting Date	Various
Performance Requirement	Ongoing
Expiration Date	2026-2017
Exercise Price, description	Variable
Exercised to Date	-
2011 Plan [Member] | Director [Member]
Options	1,380,000
Date of Grant	Various
Vesting Date	Various
Performance Requirement	Satisfied
Expiration Date	Various
Exercise Price	$ 0.53
Exercised to Date	-
2011 Plan [Member] | Employees [Member]
Options	806,500
Date of Grant	Various
Vesting Date	Various
Performance Requirement	Ongoing
Expiration Date	Jun-‘26
Exercise Price	$ 0.53
Exercised to Date	-
2011 Plan [Member] | Others [Member]
Options	236,000
Date of Grant	Various
Vesting Date	Various
Performance Requirement	Satisfied
Expiration Date	Various
Exercise Price, description	Variable
Exercised to Date	-

Equity Transactions - Summary o

Equity Transactions - Summary of Stock Option Plan (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017		Dec. 31, 2016
Shares Outstanding, ending balance	3,247,500
2005 Plan [Member]
Shares Outstanding, beginning balance	1,989,867		1,989,867
Shares Outstanding, Granted	600,000	[1]
Shares Outstanding, Cancelled	(600,000)	[1]
Shares Outstanding, Expired	(1,389,867)
Shares Outstanding, Exercised
Shares Outstanding, ending balance	600,000		1,989,867
Shares Outstanding, Options Exercisable	600,000
Weighted Average Exercise Price, beginning balance	$ 1.25		$ 1.25
Weighted Average Exercise Price, Granted	0.70	[1]
Weighted Average Exercise Price, Cancelled	1.25	[1]
Weighted Average Exercise Price, Expired	1.25
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, ending balance	0.70		$ 1.25
Weighted Average Exercise Price, Options Exercisable	$ 0.70
2011 Long-Term Stock Incentive Plan [Member]
Shares Outstanding, beginning balance	4,173,448		2,445,448
Shares Outstanding, Granted	1,211,500		1,872,000
Shares Outstanding, Cancelled	(1,993,948)		(72,000)
Shares Outstanding, Expired	(25,000)
Shares Outstanding, Exercised	(118,500)
Shares Outstanding, ending balance	3,247,500		4,173,448
Shares Outstanding, Options Exercisable	1,446,643
[1]	600,000 options were extended and repriced from $1.25/share to $0.70/share

Equity Transactions - Summary49

Equity Transactions - Summary of Stock Option Plan (Details) (Parenthetical) - 2005 Plan [Member]	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Number of options extended and repriced | shares	600,000
Minimum [Member]
Options extended and repriced, weighted average exercise price	$ 0.70
Maximum [Member]
Options extended and repriced, weighted average exercise price	$ 1.25

Equity Transactions - Schedul50

Equity Transactions - Schedule of Fair Value of Options (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Equity [Abstract]
Expected stock price volatility	224.00%	142.00%
Risk-free interest rate	1.30%	0.83%
Expected option life (years)	5 years	5 years
Expected annual dividend yield	0.00%	0.00%

Equity Transactions - Schedul51

Equity Transactions - Schedule of Restricted Stock Units (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Grantee	TWO RIVERS WATER & FARMING Co
Exercised to Date	1,417,000	649,700
2011 Plan [Member]
Grantee	Jolee Henry
Company Relationship	Prior Director
RSUs issued	400,000
Date of Grant	Oct10
Vesting Date	2011-01
Performance Requirement	n/a
Exercised to Date	282,000

Equity Transactions - Schedul52

Equity Transactions - Schedule of Warrants Outstanding (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Grantee	TWO RIVERS WATER & FARMING Co
Warrant One [Member]
Grantee	Investor Group
Company Relationship	Investors
Shares	300,000
Date of Grant	Feb12
Vesting Date	2012-03
Expiration Date	-	[1]
Exercise Price | $ / shares	$ 1
Warrant Two [Member]
Grantee	HCIC Note Holders
Company Relationship	Creditors
Shares	473,750
Date of Grant	Jun13
Vesting Date	2013-06
Expiration Date	Jun18
Exercise Price | $ / shares	$ 3
Warrant Three [Member]
Grantee	TR Capital Partners, LLC
Company Relationship	Investors
Shares	14,168,944
Date of Grant	Jul05
Vesting Date	2005-07
Expiration Date	Jan19
Exercise Price | $ / shares	$ 2.10
Warrant Four [Member]
Grantee	GrowCo Exchange Note
Company Relationship	Creditors
Shares	700,000
Date of Grant	Apr16
Vesting Date	2016-04
Expiration Date	May21
Exercise Price | $ / shares	$ 0.50
Warrant Five [Member]
Grantee	Two Rivers
Company Relationship	Financial Advisor
Shares	15,000
Date of Grant	Apr17
Vesting Date	2017-04
Expiration Date	Apr22
Exercise Price | $ / shares	$ 0.58
Warrant Six [Member]
Grantee	Black Mountain Equity
Company Relationship	Creditor
Shares	390,634
Date of Grant	Apr17
Vesting Date	2017-04
Expiration Date	Apr22
Exercise Price | $ / shares	$ 0.27
Warrant Seven [Member]
Grantee	El Paso land creditors
Company Relationship	Creditors
Shares	275,000
Date of Grant	Aug17
Vesting Date	2017-08
Expiration Date	Aug22
Exercise Price | $ / shares	$ 0.35
Warrant Eight [Member]
Grantee	Black Mountain Equity
Company Relationship	Creditors
Shares	146,000
Date of Grant	Sep17
Vesting Date	2017-09
Expiration Date	Sep22
Exercise Price | $ / shares	$ 1
Warrant [Member]
Shares	16,469,328
[1]	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.

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Deferred tax asset	$ 18,339	$ 17,899
Deferred tax asset, valuation allowance	$ 18,339	$ 17,899
Net operating loss carryforward, description	The net operating loss carryforward, if not used, will begin to expire in 2029

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Federal statutory rate	34.00%
State taxes, net of federal benefit	3.06%
Permanent items	(3.91%)
Return to Provision Adjustment	5.65%
Other Adjustment	0.00%
Valuation allowance	(38.80%)
Effective income tax rate	0.00%

Income Taxes - Schedule of Taxa

Income Taxes - Schedule of Taxable Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Book loss	$ (12,924)	$ (10,933)
Stock Based Comp	956	61
Stock Comp Exercised		(33)
Impairments	6,900
Capital Expenses	1,032	2,629
Meals & Entertainment		6
Warrant Expense	331	327
Political Contributions		16
Gain / Loss on Disposal	(89)
Depreciation	(617)	514
Amortization	(14)	834
Estimate of taxable income	$ (4,425)	$ (6,579)

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Current expense (benefit), federal
Current expense (benefit), state
Total current
Deferred expense (benefit), federal	(4,600)	(2,382)
Deferred expense (benefit), state	(414)	(214)
Total deferred	(5,014)	(2,596)
Less: Valuation allowance	5,014	2,596
Total

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ (18,309)	$ (16,319)
Capital loss	(10)	(10)
Bargain purchase	643	643
RSU & stock option expense	(2,349)	(1,995)
Fixed Assets and Intangibles	(327)	(214)
Charitable Contributions	(5)	(5)
Bad Debt
Total cumulative deferred tax assets	(18,339)	(17,899)
Valuation allowance	18,339	17,899
Effective income tax asset

Income Taxes - Summary of Net O

Income Taxes - Summary of Net Operating Loss Carryforward (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Operating loss carry forward - Federal	$ 4,425	$ 44,035
Operating loss carry forward - Colorado	4,425	$ 44,035
Federal [Member]
Net operating loss carryforward	48,460
Colorado [Member]
Net operating loss carryforward	$ 49,460

Immaterial Error Corrections (D

Immaterial Error Corrections (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Land	$ 3,505	$ 3,803
Long term assets	38,082	44,587
Land [Member]
Long term assets	952
Water Assets [Member]
Long term assets	952
Adjustment [Member]
Land	952	$ 952
Notes payable discontinued operation	$ 798

Immaterial Error Corrections -

Immaterial Error Corrections - Schedule of Effects of Restatements (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Land	$ 3,505	$ 3,803
Water assets	25,016	31,183
Liabilities of discontinued operations held for sale		2,841
Notes Payable, net of current portion	1,238	5,766
Previously Reported [Member]
Land		2,851
Water assets		32,135
Liabilities of discontinued operations held for sale		3,639
Notes Payable, net of current portion		4,758
Adjustment [Member]
Land	$ 952	952
Water assets		(952)
Liabilities of discontinued operations held for sale		(798)
Notes Payable, net of current portion		$ 798

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Net (loss) attributable to company common shareholders	$ 12,924	$ 10,727
Working capital deficit	24,700
Accumulated deficit	97,168	84,244
Principal balance	19,107	18,886
Proceeds from long-term debt	306	$ 456
Powderhorn, LLC [Member] | December 31, 2017 to March 21, 2018 [Member]
Proceeds from long-term debt	535
Water Redevelopment Subsidiary [Member] | December 31, 2017 to March 21, 2018 [Member]
Proceeds from sale of preferred membership units	257
GrowCo Note [Member]
Principal balance	4,000
GrowCo Note [Member] | Blue and Green, LLC [Member]
Principal balance	$ 2,115

Commitments and Contingencies62

Commitments and Contingencies (Details Narrative)	Aug. 08, 2017USD ($)	Feb. 28, 2017USD ($)ft²	Mar. 31, 2016USD ($)	Jan. 31, 2016USD ($)ft²	Mar. 31, 2016USD ($)	Sep. 30, 2016USD ($)	Dec. 31, 2017USD ($)a	Dec. 31, 2016USD ($)a	Jan. 20, 2015USD ($)a
Area of land | a							6,538	7,376
Promissory note							$ 19,107,000	$ 18,886,000
State of Colorado [Member]
Penality payment							100,000
State of Colorado [Member] | Minimum [Member]
Breach of contract cost							1,800,000
State of Colorado [Member] | Maximum [Member]
Breach of contract cost							2,200,000
Blue & Green, LLC [Member] | January 19, 2018 [Member]
Promissory note							2,115,000
Interest on debt							$ 300,000
Ryley Carlock & Applewhite [Member]
Attorneys' fees owed for services rendered	$ 139,000
Accounts payable	$ 139,000
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
Result of trial and status of litigation							In the quarter ending March 31, 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 by March 31, 2018. The Company has been able to empty all the water in the Dam, but it will not be able to meet the requirements of the stipulation agreement by March 31. It anticipatess that it will by late 2018.
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.
Employment Agreement [Member] | Wayne Harding [Member]
Employment contract term, description							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 original employment agreement was modified in 2017.
Colorado Center LLC [Member]
Area of land | ft²				1,775
Monthly payments on operating lease				$ 3,900
Lease termination date				Jun. 30, 2018
Parker Road Campus [Member]
Area of land | ft²		1,554
Monthly payments on operating lease		$ 2,201
Lease termination date		Mar. 31, 2020
GCP2 [Member]
Area of land | a							40
Estimated cost of greenhouse construction							$ 3,000,000
GCP1 [Member]
Area of land | a									40
Write-off of receivables						$ 1,330,000
Promissory note									$ 4,400,000
GCP1 [Member] | Lease Receivable [Member]
Write-off of receivables					$ 700,000
GCP1 [Member] | Deferred Rent [Member]
Write-off of receivables					43,000
GCP1 [Member] | Advances [Member]
Write-off of receivables			$ 587,000		$ 587,000

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Lease Amount Due at Base Rate (Details) $ in Thousands	Dec. 31, 2017USD ($)
Colorado Center LLC [Member]
2,018	$ 32
Parker Road Campus [Member]
2,018	28
2,019	28
2,020	$ 7

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2014	Dec. 31, 2017	Dec. 31, 2016
Proceeds from short term debt	$ 176,000	$ 2,456,000	$ 5,237,000
Interest rate	6.00%
Revenue lease income		620,000	$ 204,000
Sunset [Member]
Advance payments for services		81,000
CEO [Member] | Loans Payable [Member]
Proceeds from short term debt		$ 25,000
Security		Land assets
Interest rate		12.00%
Johnny Cannaseed, LLC [Member]
Greenhouse expenses paid to related parties		$ 34,400
Due from related parties		72,999
Revenue lease income		620,000
McGrow, LLC [Member]
Greenhouse expenses paid to related parties		26,957
Due from related parties		43,798
Lease payments		47,000
MCG, LLC Services [Member]
Cost of related party services		335,531
Advance payments for services		13,295
John Mckowen [Member]
Interest expense to related parties		$ 11,210
Thomas Prasil Trust [Member]
Ownership percentage		5.00%
Investments from related parties		$ 11,000,000
Wayne Harding [Member]
Long-term loan		$ 50,000
Loan, interest rate		18.00%
Short-term loan		$ 32,500
Repayment of short-term loan		17,500
Wayne Harding [Member] | February 2018 [Member]
Repayment of short-term loan		$ 15,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Feb. 09, 2018	Dec. 31, 2017
State of Colorado [Member]
Penality payment		$ 100,000
State of Colorado [Member] | Minimum [Member]
Breach of contract cost		1,800,000
State of Colorado [Member] | Maximum [Member]
Breach of contract cost		2,200,000
Subsequent Event [Member] | State of Colorado [Member]
Penality payment		100,000
Subsequent Event [Member] | State of Colorado [Member] | Minimum [Member]
Breach of contract cost		1,800,000
Subsequent Event [Member] | State of Colorado [Member] | Maximum [Member]
Breach of contract cost		$ 2,200,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Powderhorn, LLC [Member] | April 11, 2018 [Member]
Sale of common stock		8,000,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Powderhorn, LLC [Member] | Convertible Promissory Note [Member]
Percentage of original issue discount	12.50%
Debt instrument, principal amount	$ 675,000
Proceeds from issuance of convertible debt	$ 600,000