TWO RIVERS WATER & FARMING (TURV) 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document And Entity Information
Entity Registrant Name	TWO RIVERS WATER & FARMING Co
Entity Central Index Key	1,302,946
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		43,347,967
Trading Symbol	TURV
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 54	$ 14
Accounts receivable, net	5	5
Accounts receivable, related party		19
Deposits and other current assets	85	32
Total Current Assets	144	70
Long Term Assets:
Property, equipment and software, net	25	160
Land	3,394	3,505
Water assets	24,864	25,016
Greenhouse & infrastructure, net		5,955
Construction in progress		3,361
Investment in GCP1	2,405
Other long term assets	89	85
Total Long Term Assets	30,777	38,082
TOTAL ASSETS	30,921	38,152
Current Liabilities:
Accounts payable	1,114	1,553
Accrued liabilities	5,133	1,837
Current portion of notes payable, net of discount	8,400	17,419
Preferred dividend payable	4,970	3,968
Total Current Liabilities	19,617	24,777
Notes Payable, net of current portion	1,143	1,238
Total Liabilities	20,760	26,015
Commitments & Contingencies (Notes 4, 7, 9, 10)
Stockholders' Equity:
Common stock, $0.001 par value, 200,000,000 shares authorized, 34,847,967 shares issued and outstanding at September 30, 2018 and 32,749,920 shares issued and outstanding at December 31, 2017	36	34
Preferred shares, $0.001 par value, 5,000,000 shares authorized, 64,935 shares issued and outstanding at September 30, 2018 December 31, 2017.	252	252
Additional paid-in capital	78,484	77,267
Accumulated (deficit)	(91,122)	(97,168)
Total Two Rivers Water Company Shareholders' Equity	(12,350)	(19,615)
Noncontrolling interest in subsidiaries	22,511	31,752
Total Stockholders' Equity	10,161	12,137
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 30,921	$ 38,152

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	34,847,967	32,749,920
Common stock, shares outstanding	34,847,967	32,749,920
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	64,935	64,935
Preferred stock, shares outstanding	64,935	64,935

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue
Leasing - Greenhouse		$ 1,006		$ 2,865
Other	5	16	22	40
Total Revenue	5	1,022	22	2,905
Operating Expenses:
General and administrative	642	625	1,808	1,201
Depreciation and amortization	17	94	75	343
Total operating expenses	659	719	1,883	1,544
Profit (Loss) from Operations	(654)	303	(1,861)	1,361
Other Income (Expense)
Interest expense	(217)	(717)	(736)	(1,905)
Warrant expense	(19)	(93)	(30)	(93)
Gain (loss) on disposal of assets and intangibles	37	(72)	114	9
Dam demolition (expense)	(1,800)		(1,800)
Other income (expense)	4		15	9
Gain on de-consolidation of GrowCo			12,773
Loss on investment in GrowCo			(617)
Total other income (expense)	(1,995)	(882)	9,719	(1,980)
Net Profit (Loss) from Continuing Operations before Taxes	(2,649)	(579)	7,858	(619)
Income tax (provision) benefit
Net Profit (Loss) from Continuing Operations After Taxes	(2,649)	(579)	7,858	(619)
Net (Loss) from Discontinued Operations		(92)	(810)	(1,174)
Net Profit (Loss) before Preferred Dividends and Non-Controlling Interest	(2,649)	(671)	7,048	(1,793)
Preferred distributions	(6)	(686)	(1,002)	(1,880)
Net loss attributable to noncontrolling interest		395		538
Net Profit (Loss) Attributable to Common Shareholders	$ (2,655)	$ (962)	$ 6,046	$ (3,135)
Profit (Loss) Per Common Share - Basic:	$ (0.08)	$ (0.03)	$ 0.18	$ (0.10)
Profit (Loss) Per Common Share - Dilutive:	$ (0.08)	$ (0.03)	$ 0.16	$ (0.10)
Weighted Average Shares Outstanding:
Basic	34,256,000	31,974,000	33,529,000	31,571,000
Dilutive	34,256,000	31,974,000	37,149,000	31,571,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities:
Net loss, before NCI	$ 6,046	$ (3,673)
Net loss from discontinued operations	810	1,174
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation & Amortization	75	344
Accretion of debt discount	178	326
Loss from debt extinguishment		70
Stock Option and Warrant expense	1,220	728
Gain on deconsolidation	(12,773)
Loss on investment in GrowCo	617
Loss (Gain) on write down of assets related to property and equipment		578
Loss (Gain) from disposal of fixed assets	(114)	(9)
Net change in operating assets and liabilities:
(Increase) Decrease in accounts receivable		32
Decrease (increase) in accounts receivable, related party	2	(2,515)
Decrease in deposits, prepaid expenses and other assets	(47)	(63)
Increase (decrease) in accounts payable	93	(987)
Increase in distribution payable to preferred shareholders	1,002	1,881
Increase in accrued liabilities and other	2,067	820
Net Cash Used in Operating Activities	(824)	(2,459)
Cash Flows from Investing Activities:
Purchase of property and equipment		(79)
Sale of property and equipment	72	945
Investment in water assets	(102)
Construction in progress		(616)
Net Cash Used in Investing Activities	(30)	250
Cash Flows from Financing Activities:
Preferred membership offerings		252
Proceeds from warrant exercises		209
Proceeds from debt	1,426	2,236
Payment on notes payable	(532)	(536)
Net Cash Provided by Financing Activities	894	2,161
Net Increase in Cash & Cash Equivalents	40	(48)
Beginning Cash & Cash Equivalents	14	150
Ending Cash & Cash Equivalents	54	102
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of $-0- and $122 respectively capitalized into CIP	196	961
Shares issued in exchange for debt		322
Conversion of debt, preferred shares into Two Rivers common stock	100
Land Exchanged for debt		1,606
Conversion of TR Cap into Two Rivers common shares		70
Conversion of Accounts Payable into Water Redevelopment preferred shares		$ 100

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Statement of Cash Flows [Abstract]
Interest capitazlied into CIP	$ 0	$ 122

Organization and Business

Organization and Business	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Organization and Business	NOTE 1 – ORGANIZATION AND BUSINESS Unless the context requires otherwise, references in these notes to “Two Rivers,” the “Company,” “we,” “our,” “us” and similar terms are to Two Rivers Water & Farming Company and its subsidiaries. Corporate Evolution In 2014, we formed a new company, TR Capital Partners, LLC or TR Capital, which issued all its common units to Two Rivers Water & Farming Company, and our direct and indirect subsidiaries entered into a series of related transactions as the result of which assets and operations of those subsidiaries transferred to TR Capital. As a result of those transactions, TR Capital operates or controls all of the operations formerly conducted by those subsidiaries, and we classify TR Capital as Two Rivers Water & Farming Company for purposes of our financial statements. Overview In 2009, we began acquiring and developing irrigated farmland and associated water rights and infrastructure. As of September 30, 2018, we own 6,430 gross acres. Gross acres owned decreased from 6,538 gross acres at December 31, 2017 due to the sale of 108 acres. We are focused on water assets we have acquired and will potentially 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 our name Two Rivers Water Farming & Water Company. Our water assets are located in a basin that spans over 1,500 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. 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. As of March 31, 2018, the Company owned 10,000,000 GrowCo shares out of reported shares outstanding of 34,343,000, or 29.12%. The reported outstanding shares were provided to the Company by GrowCo’s management. The Company requested from GrowCo management financial information to complete the Company’s June 30, 2018 financials. On July 17, 2018 the Company was notified by GrowCo’s management that GrowCo will not provide the requested financial information. This event triggered the Company’s management to re-examine the consolidation and VIE (variable interest entity) rules under US GAAP. Management concluded that as of April 1, 2018 the consolidation of GrowCo and GrowCo’s related entities is no longer required under US GAAP. Water Redevelopment Company We formed Water Redevelopment Company (“Water Redev”) in February 2017 for the purpose of separating our water assets from the rest of our business and to enable additional raising of capital for the purpose of investing in our water assets. Water Redevelopment Company is a subsidiary of Two Rivers and focuses on development and redevelopment of infrastructure for water management and delivery. Water is one of the most basic, core assets. Water Redevelopment’s first area of focus is in the Huerfano-Cucharas river basin in southeastern Colorado.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Two Rivers along with its farming, water and greenhouse operations. All significant inter-company balances and transactions have been eliminated in consolidation. Under guidance in ASC 810-10-05-8 “Consolidation of VIEs” (Variable Interest Entities) the Company’s management has determined that GrowCo and its related entities, GCP1, GCP Super Units, GCP2, should no longer be consolidated for financial statement purposes. The Company now reports its ownership position under the equity method of accounting. Before the three months ended June 30, 2018, GrowCo and its related entities were consolidated. Deconsolidation of GrowCo, Inc. Even though the Company no longer consolidates GrowCo and GrowCo’s related entities into the Company’s financials, Management has determined that the Company is a guarantor of GrowCo’s $4M Secured Notes. The Company did not sign these notes as a guarantor but has provided collateral owned by the Company with a recent appraised value of $2,359,000. GCP1 managers have been in contact with Blue Green, the holder of $2,115,000 of the notes to discuss an arrangement whereby GCP1 might use leasing cash flow to pay the secured note holders. No agreement has been reached, but there have been discussions on a general structure that 50% of lease revenue (after direct costs) might be used to pay interest and retire the principal of these notes. Since Two Rivers’ Management desires to present a conservative representation of its financial information it has determined to set the probability of collection against its collateral at 100% of the recent appraised value. The Company has recorded a contingent liability of $2,359,000 and offset this amount as an increase in the Company’s investment in GCP1 (ASC 460-10-55-23c). Additionally, US GAAP (ASC 810-10-40) provides guidance on “Derecognition” of a previously consolidated entity or entities. Under this guidance, Two Rivers shall account for the deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A by recognizing a gain or loss in net income attributable to the parent, measured as the difference between: a. The aggregate of all of the following: 1. The fair value of any consideration received. In Two Rivers case, no consideration was received. 2. The fair value of any retained noncontrolling investment in the former subsidiary or group of assets at the date the subsidiary is deconsolidated, or the group of assets is derecognized. In Two Rivers case, there were no retained noncontrolling investments in GrowCo or its related entities. 3. The carrying amount of any noncontrolling interest in the former subsidiary (including any accumulated other comprehensive income attributable to the noncontrolling interest) at the date the subsidiary is deconsolidated. In Two Rivers case, the total amount of the noncontrolling interest to derecognized is as follows as of April 1, 2018: Entity April 1, 2018 GrowCo (1,230,000 ) GrowCo Partners 1, LLC 3,621,000 GCP Super Units, LLC 5,016,000 TR Cap 20150630 Distribution, LLC 497,000 TR Cap 20150930 Distribution, LLC 460,000 TR Cap 20151231 Distribution, LLC 495,000 Total $ 8,859,000 b. The carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets. With the above guidance the Company determined that the effect of the deconsolidation of GrowCo produced a gain of $12,773,000 which is a non cash adjustment. This amount consists of elimination of the noncontrolling interest in GrowCo of $8,859,000 and $3,914,000 from the removal of GrowCo’s assets and liabilities. The $3,914,000 represented the amount of GrowCo liabilities over GrowCo’s assets. Investment in GrowCo Partners 1, LLC (GCP1) Due to the deconsolidation of GrowCo and its related entities, which include GCP1, the Company’s investment in GCP1 is now accounted for under the equity method. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on April 9, 2018. Non-controlling Interest Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. Entity Sept 30 2018 Dec 31 2017 TR Capital $ 20,482,000 $ 20,482,000 HCIC 1,386,000 1,388,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo - (850,000 ) GrowCo Partners 1, LLC - 3,621,000 GCP Super Units, LLC - 5,016,000 TR Cap 20150630 Distribution, LLC - 497,000 TR Cap 20150930 Distribution, LLC - 460,000 TR Cap 20151231 Distribution, LLC - 495,000 Total $ 22,511,000 $ 31,752,000 In 2015, $152,000 of TR Capital Preferred Membership units were exchanged, pursuant to a pre-existing exchange agreement, for Two Rivers’ common shares and $60,000 of Two Rivers Farms F-2, Inc. (“F-2”) membership units converted into Two Rivers’ common shares. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Since GrowCo management did not provide its financial information, for the three months ended June 30, 2018, the Company estimated its share of the GrowCo loss as accounted for under the equity method. Cash and Cash Equivalents For purposes of reporting cash flows, Two Rivers considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset, which ranges from three to twenty-seven and a half years. Maintenance and repairs are charged to expense as incurred; improvements and betterments are capitalized. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income. Below is a summary of property and equipment: Asset Type Life in Years Sept 30, 2018 Dec 31, 2017 Office equipment, furniture 5 – 7 $ 12,000 $ 12,000 Computers 3 46,000 46,000 Vehicles 5 25,000 92,000 Farm equipment 7 – 10 147,000 244,000 Buildings 27.5 10,000 10,000 Website 3 7,000 7,000 Subtotal 247,000 411,000 Less: Accumulated depreciation (222,000 ) (251,000 ) Net book value $ 25,000 $ 160,000 Land Land acquired for farming or water rights is recorded at cost. Expenditures for leveling the land are added to the cost of the land. Irrigation is not capitalized in the cost of Land ( Property and Equipment Water Rights and Infrastructure Management periodically evaluates the carrying value of its assets including water rights and infrastructure, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there is a $6,930,000 impairment reserve on the Company’s land and water shares. No amortization or depreciation is taken on the water rights. Intangibles Two Rivers recognizes the estimated fair value of water rights acquired by the Company’s purchase of stock in Huerfano Cucharas Irrigation Company (“HCIC”) and Orlando Reservoir No. 2 Company, LLC (“Orlando”). These intangible assets will not be amortized because they have an indefinite remaining useful life based on many factors and considerations, including the historical upward valuation of water rights within Colorado. Revenue Recognition Member Assessments Once per year the HCIC board estimates HCIC’s expenses, less anticipated water revenues, and establishes an annual assessment per ownership share. One-half of the member assessment is recorded in the first quarter of the calendar year and the other one-half of the member assessment is recorded in the third quarter of the calendar year. Assessments paid by Two Rivers Water Company to HCIC are eliminated in consolidation of the condensed consolidated financial statements. The assessments that are not eliminated are included in Other revenue. HCIC does not reserve against any unpaid assessments. Assessments due, but unpaid, are secured by the member’s ownership of HCIC. The value of this ownership is significantly greater than the annual assessments. Stock Based Compensation Beginning January 1, 2006, the Company adopted the provisions of ASC 718 and accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified. Dam Demolition Expense During the three months ended September 30, 2018 a court date has been set for a hearing of the State of Colorado’s legal action to compel the Company to demolish Cucharas #5 reservoir. A contingent liability, with an offsetting expense of $1,800,000 has been recognized. Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to Two Rivers available to common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. The dilutive effect of the outstanding 2,425,000 options, and 17,536,958 warrants at September 30, 2018 and December 31, 2017, have an exercise price in excess of the Company’s closing price of $0.23/share as of September 28, 2018; therefore these shares have not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive. If all convertible debt is converted into the Company’s common shares, there would be an additional 3,630,290 shares issued, using the Company’s closing price of $0.23/share as of September 28, 2018. Therefore, these additional shares are added to the basic shares for the nine months ended September 30, 2018. 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 Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Investments and Long-Lived Asse

Investments and Long-Lived Assets	9 Months Ended
	Sep. 30, 2018
Investments, All Other Investments [Abstract]
Investments and Long-Lived Assets	NOTE 3 – INVESTMENTS AND LONG-LIVED ASSETS Land Upon purchasing land, the value is recorded at the purchase price or fair value, whichever is more appropriate. Costs incurred to prepare the land for the intended purpose are also capitalized in the recorded cost of the land. No amortization or depreciation is taken on land. However, the land is reviewed by management at least once per year to ascertain if a further analysis is necessary for any potential impairments. Water Rights and Infrastructure The Company has acquired both direct flow water rights and water storage rights. It has obtained water rights through the purchase of shares in a mutual ditch company, which it accomplished through its purchase of shares in HCIC, or through the purchase of an entity holding water rights, which it effected through its purchase of a membership interest of Orlando. The Company may also acquire water rights through outright purchase. In all cases, such rights are recognized under decrees of the Colorado water court and administered under the jurisdiction of the Office of the State Engineer. Subsequent to purchase, management periodically evaluates the carrying value of its assets, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there are $6,930,000 of impairments on the Company’s land and water shares. No amortization or depreciation is taken on the water rights. Gain on Disposal of Assets During the nine months ended September 30, 2018, we sold sub-divided, unimproved lots of land located in El Paso County Colorado and recognized a gain of $156,000. During the nine months ended September 30, 2018 there was also a $42,000 loss from the sale of equipment.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	NOTE 4 – NOTES PAYABLE Below is a summary of the Company’s consolidated long term debt: September 30, 2018 December 31, 2017 Note Principal Balance Accrued Interest Discount Principal Balance Interest rate Security HCIC seller carry back $ 6,301,000 $ 552,000 $ - $ 6,301,000 6 % Shares in the Mutual Ditch Company CWCB 690,000 - - 748,000 2.5 % Certain Orlando and Farmland assets McFinney Agri-Finance 238,000 - - 441,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado TR Note to GrowCo 390,000 - - - GrowCo $4M notes - - - 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note - - - 100,000 22.5 % Various land and water assets GrowCo $6M exchange note - - - 1,855,000 22.5 % GrowCo $7M exchange note - - - 3,132,000 10-22.5 % GrowCo $2M exchange note - - - 1,520,000 10-22.5 % Bridge loan Harding - - - 13,000 18 % None Powderhorn Note 338,000 - (48,000 ) - Third lien on Ellicott land Morning View LLC 105,000 4,000 (5,000 ) - Unsecured TURV Long Term NP 271,000 44,000 - 275,000 12.0 % Second lien on Ellicott land WRC Convertible NP 300,000 57,000 - 300,000 12.0 % Lien on water supply agreement WRC Butte Valley Land Notes 400,000 28,000 (1,000 ) - Butte Valley Land Equipment loans 57,000 2,000 - 122,000 5 - 8 % Equipment OID Black Mountain 107,000 - - 300,000 Investors Fiduciary LLC 400,000 12,000 - - - Shares of HCIC Total 9,597,000 $ 699,000 $ (54,000 ) 19,107,000 Less: note discounts (54,000 ) (450,000 ) Less: Current portion net of discount (8,400,000 ) (17,419,000 ) Long term portion net of discount $ 1,143,000 $ 1,238,000 Notes: (1) Prime rate + 1%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6% The Company elected to adopt early FASB ASU 2016-03, whereby debt issuance costs are recorded as a deduction from the carrying value of liability, and not recorded as an asset. The debt issuance costs are amortized using the effective interest method which, in this situation, equals a straight line method. HCIC Carry Back Loan Payments to all of the HCIC note holders are behind schedule. As of September 30, 2018, the Company is in technical default on $6,301,000 of the HCIC carry back notes due to non-payment of principal and interest. Consequently, the entire amount of the notes has been classified as current. GrowCo $4M Notes Guaranty During the period ended December 31, 2015, GrowCo issued $4,000,000 in secured promissory notes to 17 individual investors. The notes have a security interest in the land, water and improvements on the 40 acres where GrowCo Partners 1 has its greenhouse and associated warehouse. The notes pay 22.5% in annual interest, with interested paid monthly, and are due April 1, 2020. GrowCo 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 the past due interest owed to the secured $4M Note holders, these notes are in technical default. On January 19, 2018 Blue & Green, LLC (“Blue Green”) filed a complaint against GrowCo 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 requested immediate payment of the note, back due interest in excess of $300,000, and attorney fees. Even though the Company no longer consolidates GrowCo and GrowCo’s related entities into the Company’s financials (see above Note 2 – Principals of Consolidation), under ASC 460-10-05, Management has determined that the Company is a guarantor of the $4M Secured Notes. The Company did not sign these notes as a guarantor but has provided collateral owned by the Company with a recent appraised value of $2,359,000. GCP1 managers have been in contact with Blue Green, the holder of $2,115,000 of the notes to discuss an arrangement whereby GCP1 might use leasing cash flow to pay the secured note holders. No agreement has been reached, but there have been discussions on a general structure that 50% of lease revenue (after direct costs) might be used to pay interest and retire the principal of these notes. Since Two Rivers’ Management desires to present a conservative representation of its financial information it has determined to set the probability of collection against its collateral at 100% of the recent appraised value. The Company has recorded a contingent liability of $2,359,000 and offset this amount as an increase in the Company’s investment in GCP1 (ASC 460-10-55-23c). Powderhorn Note The Company has decided to pay Powderhorn’s August and September 2018 payments by issuance of 800,000 and 646,154 shares and not in cash. Subsequent to September 30, 2018, 800,000 shares have been issued and the 646,154 shares have yet to be issued. OID Black Mountain During the nine months ended September 30, 2018, the Company issued 874,250 common shares for a principal reduction of $100,000. It was originally due on October 26, 2017 but was extended to July 31, 2018. It has been further extended to September 30, 2018. In October 2018, the Company reached an agreement with Black Mountain to fully pay Black Mountain amount due of $138,370 with the issuance of 900,000 common shares of the Company’s stock. Investors Fiduciary LLC On July 23, 2018 the Company entered into a convertible promissory note with Investors Fiduciary LLC for a bridge loan up to $500,000. As of September 30, 2018, $400,000 has been drawn on this note. The note carries interest at 20% per annum and is secured by the Company’s unencumbered 2,456.5 shares in the Huerfano Cucharas Irrigation Company. The holder has a right to convert principal and any accrued interest into the Company’s common shares at a rate of $0.14/share. On July 23, 2018, the Company’s common stock closed at $0.117/share. Therefore, the Company did not record a beneficial conversion feature.

Information on Business Segment

Information on Business Segments	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Information on Business Segments	NOTE 5 – INFORMATION ON BUSINESS SEGMENTS We organize our business segments based on the nature of the products and services offered. We focus on the Water and Greenhouse business with Two Rivers Water & Farming Company as the Parent company. Therefore, we report our segments by these lines of businesses: Greenhouse and Water. Greenhouse contains our construction and 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. Effective April 1, 2018 and for the nine months ended September 30, 2018, the Company stopped consolidating GrowCo, the Greenhouse segment. 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): Nine Months Ended Sept 30, 2018 Nine Months Ended Sept 30, 2017 Parent Farms Greenhouse Water Total Parent Farms Greenhouse Water Total Revenue $ 10 $ - $ - $ 12 $ 22 $ - $ - $ 2,865 $ 40 $ 2,905 Expenses Total Operating Expenses (886 ) - - (997 ) (1,883 ) (571 ) - (306 ) (667 ) (1,544 ) Total Other Income (Expense) 11,928 - - (2,209 ) 9,719 (41 ) - (1,689 ) (250 ) (1,980 ) Net (Loss) from Operations Before Income Taxes 11,052 - - (3,194 ) 7,858 (612 ) - 870 (877 ) (619 ) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from Operations 11,052 - - (3,194 ) 7,858 (612 ) - 870 (877 ) (619 ) Net (Loss) from Discontinued Operations - - (810 ) - (810 ) - (1,174 ) - - (1,174 ) Preferred dividends (986 ) - - (16 ) (1,002 ) (1,480 ) - (394 ) (6 ) (1,880 ) Non-controlling interest - - - - - - - 540 (2 ) 538 Net (Loss) $ 10,066 $ - $ (810 ) $ (3,210 ) $ 6,046 $ (2,092 ) $ (1,174 ) $ 1,016 $ (885 ) $ (3,135 ) Segment Assets $ 10,746 $ - $ - $ 20,175 $ 30,921 $ 907 $ - $ 12,309 $ 34,265 $ 47,481

Equity Transactions

Equity Transactions	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Equity Transactions	NOTE 6 – EQUITY TRANSACTIONS The Company has authorized 200,000,000 shares of common stock with a par value of $0.001. The total issued common stock as of September 30, 2018, was 34,847,967 common shares. During the nine months ended September 30, 2018, Two Rivers issued the following common stock: ● 874,250 common stock to Black Mountain for a $100,000 in principal reduction in its note payable. ● 1,090,957 common stock issued to Spotfin Funding for financial services. These shares issued were expensed in the previous year. ● 14,840 issued for a conversion from TR Capital into the Company’s common shares. These shares issued were expensed in the previous year. ● 118,000 issued for a RSU exercise. The RSU expense was recognized in a previous year. During the nine months ended September 30, 2018, Two Rivers recognized $1,190,000 in stock based compensation to its employees and directors. During the nine months ended September 30, 2018, Two Rivers granted 1,541,380 warrants and recognized $30,000 in warrant expense.

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	NOTE 7 – LEGAL PROCEEDINGS Suncanna Litigation Since 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. ● This caused Suncanna to be in violation of its lease with GCP1. On April 25, 2016, GCP1 terminated Suncanna’s lease and began an eviction process against Suncanna. Due to the eviction process, during the 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. ● 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. The Company, the other defendants and the plaintiffs have settled this case. 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 (“RCA”) for services rendered to the former board members at their behest while members of the board. The $139,000 is included in our accounts payable on the balance sheet. An agreement has been reached with RCA to pay amounts owed over time. 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. 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 in the Colorado Division 2 Water Court 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 In the quarter ending March 31, 2016, Two Rivers entered into a stipulation agreement with the State, settling the State’s claims at that time. Under the stipulation agreement, Two Rivers agreed to take the existing dam structure down to the sediment level by March 31, 2018. Two Rivers has been able to empty all the water in the Dam but was not able to meet the requirements of the agreement by March 31, 2018 due to lack of capital. On April 3, 2018, the State filed a motion for the issuance of a contempt of court citation against the Company, its directors, former director and CEO John McKowen, and certain other individuals for breach of the agreement seeking sanctions, imposition of a civil penalty of $100,000 and payment of legal fees. The Company and its directors are contesting the sanctions sought in the contempt motion, based in part upon those sanctions being unnecessary and unduly punitive. Preliminary hearings for the defendants were held on May 10 and June 8, 2018. At the May 10, 2018 hearing it was determined that the State of Colorado could proceed with its action. At the June 8 hearing, a trial date of December 17, 2018 was set by the Court that was subsequently postponed to October 2019. The Company intends to continue its efforts to seek funding so that it can comply with the agreement. If successful in obtaining financing, the Company intends to work with the Colorado State Engineer to take down the existing dam. Once this work is completed, the Company will seek additional funding to construct a new dam close to the prior dam structure. The Company’s engineering firm estimate the cost to breach the dam structure to be between $1.8 to $2.2 million. As of September 30, 2018 we have accrued a liability and other expense of $1,800,000 for this work.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	NOTE 8 – DISCONTINUED OPERATIONS Dionisio Farms & Produce 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 DFP loss from discontinued operations presented in the statements of operations consist of the following for the nine months ended September 30, 2018 and September 30, 2017: Sept 30, 2018 Sept 30, 2017 Revenues $ - $ - Cost of goods sold - - General and administrative expenses - 508,000 Depreciation and amortization - 1,000 Interest - 41,000 Other (loss on disposal of assets and intangibles) - 624,000 Total $ - $ (1,174,000 ) On March 3, 2017, the Company’s land and water assets associated with farming operations were auctioned off. Gross proceeds from the auction were $1,740,000 with net proceeds of $1,611,000. Proceeds were used to pay off secured debt first with the residual proceeds used to pay unsecured debt. GrowCo and related entities Effective April 1, 2018, the Company is no longer consolidating the financials of GrowCo and its related entities. The effect of deconsolidation created a one-time non-cash gain of $12,773,000 and a recognition of a loss from GrowCo discontinued operations of $810,000; broken down as follows: Sept 30, 2018 Sept 30, 2017 Revenues $ 52,000 $ - General and administrative expenses (89,000 ) - Depreciation and amortization (61,000 ) - Interest (1,092,000 ) - Non-controlling interest 380,000 - Total $ (810,000 ) $ -

Contingent Liability

Contingent Liability	9 Months Ended
	Sep. 30, 2018
Contingent Liability
Contingent Liability	NOTE 9 – CONTINGENT LIABILITY Even though the Company no longer consolidates GrowCo and GrowCo’s related entities into the Company’s financials (see above Note 2 – Principals of Consolidation), under ASC 460-10-05, management has determined that the Company is a guarantor of the $4M Secured Notes. The Company did not sign these notes as a guarantor but has provided collateral owned by the Company with a recent appraised value of $2,359,000. GCP1 managers have been in contact with Blue Green, the holder of $2,115,000 of the notes to discuss an arrangement whereby GCP1 might use leasing cash flow to pay these note holders. No agreement has been reached, but there have been discussions on a general structure that 50% of lease revenue (after direct costs) might be used to pay interest and retire the principal of these note holders. Since Two Rivers’ management desires to present a conservative representation of its financial information it has determined to set the probability of collection against its collateral at 100% of the recent appraised value. Therefore, the Company has recorded a contingent liability of $2,359,000 and offset this amount as an increase in the Company’s investment in GCP1 (ASC 460-10-55-23c).

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2018
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 $12,924,000 during the year ended December 31, 2017 and a profit of 6,046,000 for the nine months ended September 30, 2018, which is largely due to a non-cash gain on the consolidation of GrowCo of $12,773,000. Actual cash consumed from our operations during the nine months ended September 30, 2018 was $824,000. At September 30, 2018, the Company had a working capital deficit of $19,473,000 and an accumulated deficit of approximately $91,122,000, respectively. The HCIC seller carry back debt are in technical default. These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The following paragraphs describe management’s plans to mitigate. For the nine months ended September 30, 2018, we have collected $1,426,000 in additional debt. In addition, the Company is in different stages of discussion with parties interested in providing capital. This includes on-going discussions with a strategic partner and seeking out new debt funding to consolidate our existing debt and provide new capital to expand our water redevelopment and expansion efforts. We continue to reduce our general and administrative and cash required for our operations.

Related Party

Related Party	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party	NOTE 11 – RELATED PARTY There were no related party transactions during the nine months ended September 30, 2018.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS Pursuant to ASC 855, management has evaluated all events and transactions that occurred from September 30, 2018 ● On October 3, 2018, the Company issued 6,800,000 common restricted shares to two financing entities that could be used for a loan to the Company, using this issued stock as collateral. The funds will be available on or after April 3, 2019. Funding will be at the discretion of the Company. If funding does not occur, the shares issued will be returned to the Company. ● On October 29, 2018, the Company issued 900,000 common shares to Black Mountain in exchange for payment in full of the Company’s $138,370 debt to Black Mountain. ● On November 5, 2018, the Company issued 800,000 common shares to Powderhorn in exchange for the September 2018 payment on the note due for a $63,000 due.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Two Rivers along with its farming, water and greenhouse operations. All significant inter-company balances and transactions have been eliminated in consolidation. Under guidance in ASC 810-10-05-8 “Consolidation of VIEs” (Variable Interest Entities) the Company’s management has determined that GrowCo and its related entities, GCP1, GCP Super Units, GCP2, should no longer be consolidated for financial statement purposes. The Company now reports its ownership position under the equity method of accounting. Before the three months ended June 30, 2018, GrowCo and its related entities were consolidated.
Deconsolidation of GrowCo, Inc	Deconsolidation of GrowCo, Inc. Even though the Company no longer consolidates GrowCo and GrowCo’s related entities into the Company’s financials, Management has determined that the Company is a guarantor of GrowCo’s $4M Secured Notes. The Company did not sign these notes as a guarantor but has provided collateral owned by the Company with a recent appraised value of $2,359,000. GCP1 managers have been in contact with Blue Green, the holder of $2,115,000 of the notes to discuss an arrangement whereby GCP1 might use leasing cash flow to pay the secured note holders. No agreement has been reached, but there have been discussions on a general structure that 50% of lease revenue (after direct costs) might be used to pay interest and retire the principal of these notes. Since Two Rivers’ Management desires to present a conservative representation of its financial information it has determined to set the probability of collection against its collateral at 100% of the recent appraised value. The Company has recorded a contingent liability of $2,359,000 and offset this amount as an increase in the Company’s investment in GCP1 (ASC 460-10-55-23c). Additionally, US GAAP (ASC 810-10-40) provides guidance on “Derecognition” of a previously consolidated entity or entities. Under this guidance, Two Rivers shall account for the deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A by recognizing a gain or loss in net income attributable to the parent, measured as the difference between: a. The aggregate of all of the following: 1. The fair value of any consideration received. In Two Rivers case, no consideration was received. 2. The fair value of any retained noncontrolling investment in the former subsidiary or group of assets at the date the subsidiary is deconsolidated, or the group of assets is derecognized. In Two Rivers case, there were no retained noncontrolling investments in GrowCo or its related entities. 3. The carrying amount of any noncontrolling interest in the former subsidiary (including any accumulated other comprehensive income attributable to the noncontrolling interest) at the date the subsidiary is deconsolidated. In Two Rivers case, the total amount of the noncontrolling interest to derecognized is as follows as of April 1, 2018: Entity April 1, 2018 GrowCo (1,230,000 ) GrowCo Partners 1, LLC 3,621,000 GCP Super Units, LLC 5,016,000 TR Cap 20150630 Distribution, LLC 497,000 TR Cap 20150930 Distribution, LLC 460,000 TR Cap 20151231 Distribution, LLC 495,000 Total $ 8,859,000 b. The carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets. With the above guidance the Company determined that the effect of the deconsolidation of GrowCo produced a gain of $12,773,000 which is a non cash adjustment. This amount consists of elimination of the noncontrolling interest in GrowCo of $8,859,000 and $3,914,000 from the removal of GrowCo’s assets and liabilities. The $3,914,000 represented the amount of GrowCo liabilities over GrowCo’s assets.
Investment in GrowCo Partners 1, LLC (GCP1)	Investment in GrowCo Partners 1, LLC (GCP1) Due to the deconsolidation of GrowCo and its related entities, which include GCP1, the Company’s investment in GCP1 is now accounted for under the equity method.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on April 9, 2018.
Non-controlling Interest	Non-controlling Interest Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. Entity Sept 30 2018 Dec 31 2017 TR Capital $ 20,482,000 $ 20,482,000 HCIC 1,386,000 1,388,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo - (850,000 ) GrowCo Partners 1, LLC - 3,621,000 GCP Super Units, LLC - 5,016,000 TR Cap 20150630 Distribution, LLC - 497,000 TR Cap 20150930 Distribution, LLC - 460,000 TR Cap 20151231 Distribution, LLC - 495,000 Total $ 22,511,000 $ 31,752,000 In 2015, $152,000 of TR Capital Preferred Membership units were exchanged, pursuant to a pre-existing exchange agreement, for Two Rivers’ common shares and $60,000 of Two Rivers Farms F-2, Inc. (“F-2”) membership units converted into Two Rivers’ common shares.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Since GrowCo management did not provide its financial information, for the three months ended June 30, 2018, the Company estimated its share of the GrowCo loss as accounted for under the equity method.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of reporting cash flows, Two Rivers considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments.
Property and Equipment	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 property and equipment: Asset Type Life in Years Sept 30, 2018 Dec 31, 2017 Office equipment, furniture 5 – 7 $ 12,000 $ 12,000 Computers 3 46,000 46,000 Vehicles 5 25,000 92,000 Farm equipment 7 – 10 147,000 244,000 Buildings 27.5 10,000 10,000 Website 3 7,000 7,000 Subtotal 247,000 411,000 Less: Accumulated depreciation (222,000 ) (251,000 ) Net book value $ 25,000 $ 160,000
Land	Land Land acquired for farming or water rights is recorded at cost. Expenditures for leveling the land are added to the cost of the land. Irrigation is not capitalized in the cost of Land ( Property and Equipment
Water Rights and Infrastructure	Water Rights and Infrastructure Management periodically evaluates the carrying value of its assets including water rights and infrastructure, and if the carrying value is in excess of fair market value, the Company will establish an impairment allowance. Currently, there is a $6,930,000 impairment reserve on the Company’s land and water shares. No amortization or depreciation is taken on the water rights.
Intangibles	Intangibles Two Rivers recognizes the estimated fair value of water rights acquired by the Company’s purchase of stock in Huerfano Cucharas Irrigation Company (“HCIC”) and Orlando Reservoir No. 2 Company, LLC (“Orlando”). These intangible assets will not be amortized because they have an indefinite remaining useful life based on many factors and considerations, including the historical upward valuation of water rights within Colorado.
Revenue Recognition	Revenue Recognition Member Assessments Once per year the HCIC board estimates HCIC’s expenses, less anticipated water revenues, and establishes an annual assessment per ownership share. One-half of the member assessment is recorded in the first quarter of the calendar year and the other one-half of the member assessment is recorded in the third quarter of the calendar year. Assessments paid by Two Rivers Water Company to HCIC are eliminated in consolidation of the condensed consolidated financial statements. The assessments that are not eliminated are included in Other revenue. HCIC does not reserve against any unpaid assessments. Assessments due, but unpaid, are secured by the member’s ownership of HCIC. The value of this ownership is significantly greater than the annual assessments.
Stock Based Compensation	Stock Based Compensation Beginning January 1, 2006, the Company adopted the provisions of ASC 718 and accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified.
Dam Demolition Expense	Dam Demolition Expense During the three months ended September 30, 2018 a court date has been set for a hearing of the State of Colorado’s legal action to compel the Company to demolish Cucharas #5 reservoir. A contingent liability, with an offsetting expense of $1,800,000 has been recognized.
Net Income (Loss) Per Share	Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to Two Rivers available to common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. The dilutive effect of the outstanding 2,425,000 options, and 17,536,958 warrants at September 30, 2018 and December 31, 2017, have an exercise price in excess of the Company’s closing price of $0.23/share as of September 28, 2018; therefore these shares have not been included in the determination of diluted earnings per share since, under ASC 260 they would anti-dilutive. If all convertible debt is converted into the Company’s common shares, there would be an additional 3,630,290 shares issued, using the Company’s closing price of $0.23/share as of September 28, 2018. Therefore, these additional shares are added to the basic shares for the nine months ended September 30, 2018.
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 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 Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Schedule of Noncontrolling Interest to Derecognized	. In Two Rivers case, the total amount of the noncontrolling interest to derecognized is as follows as of April 1, 2018: Entity April 1, 2018 GrowCo (1,230,000 ) GrowCo Partners 1, LLC 3,621,000 GCP Super Units, LLC 5,016,000 TR Cap 20150630 Distribution, LLC 497,000 TR Cap 20150930 Distribution, LLC 460,000 TR Cap 20151231 Distribution, LLC 495,000 Total $ 8,859,000
Schedule of Detail of Non-controlling Interest	Below is the detail of non-controlling interest shown on the condensed consolidated balance sheets. Entity Sept 30 2018 Dec 31 2017 TR Capital $ 20,482,000 $ 20,482,000 HCIC 1,386,000 1,388,000 F-1 29,000 29,000 F-2 162,000 162,000 DFP 452,000 452,000 GrowCo - (850,000 ) GrowCo Partners 1, LLC - 3,621,000 GCP Super Units, LLC - 5,016,000 TR Cap 20150630 Distribution, LLC - 497,000 TR Cap 20150930 Distribution, LLC - 460,000 TR Cap 20151231 Distribution, LLC - 495,000 Total $ 22,511,000 $ 31,752,000
Schedule of Property and Equipment	Below is a summary of property and equipment: Asset Type Life in Years Sept 30, 2018 Dec 31, 2017 Office equipment, furniture 5 – 7 $ 12,000 $ 12,000 Computers 3 46,000 46,000 Vehicles 5 25,000 92,000 Farm equipment 7 – 10 147,000 244,000 Buildings 27.5 10,000 10,000 Website 3 7,000 7,000 Subtotal 247,000 411,000 Less: Accumulated depreciation (222,000 ) (251,000 ) Net book value $ 25,000 $ 160,000

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of Long Term Debt	Below is a summary of the Company’s consolidated long term debt: September 30, 2018 December 31, 2017 Note Principal Balance Accrued Interest Discount Principal Balance Interest rate Security HCIC seller carry back $ 6,301,000 $ 552,000 $ - $ 6,301,000 6 % Shares in the Mutual Ditch Company CWCB 690,000 - - 748,000 2.5 % Certain Orlando and Farmland assets McFinney Agri-Finance 238,000 - - 441,000 6.8 % 2,579 acres of pasture land in Ellicott Colorado TR Note to GrowCo 390,000 - - - GrowCo $4M notes - - - 4,000,000 22.5 % Various land and water assets GrowCo $1.5M exchange note - - - 100,000 22.5 % Various land and water assets GrowCo $6M exchange note - - - 1,855,000 22.5 % GrowCo $7M exchange note - - - 3,132,000 10-22.5 % GrowCo $2M exchange note - - - 1,520,000 10-22.5 % Bridge loan Harding - - - 13,000 18 % None Powderhorn Note 338,000 - (48,000 ) - Third lien on Ellicott land Morning View LLC 105,000 4,000 (5,000 ) - Unsecured TURV Long Term NP 271,000 44,000 - 275,000 12.0 % Second lien on Ellicott land WRC Convertible NP 300,000 57,000 - 300,000 12.0 % Lien on water supply agreement WRC Butte Valley Land Notes 400,000 28,000 (1,000 ) - Butte Valley Land Equipment loans 57,000 2,000 - 122,000 5 - 8 % Equipment OID Black Mountain 107,000 - - 300,000 Investors Fiduciary LLC 400,000 12,000 - - - Shares of HCIC Total 9,597,000 $ 699,000 $ (54,000 ) 19,107,000 Less: note discounts (54,000 ) (450,000 ) Less: Current portion net of discount (8,400,000 ) (17,419,000 ) Long term portion net of discount $ 1,143,000 $ 1,238,000 Notes: (1) Prime rate + 1%, but not less than 6% (2) Prime rate + 1.5%, but not less than 6%

Information on Business Segme_2

Information on Business Segments (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Schedule of Operating Results by Segment	Operating results for each of the segments of the Company are as follows (in thousands): Nine Months Ended Sept 30, 2018 Nine Months Ended Sept 30, 2017 Parent Farms Greenhouse Water Total Parent Farms Greenhouse Water Total Revenue $ 10 $ - $ - $ 12 $ 22 $ - $ - $ 2,865 $ 40 $ 2,905 Expenses Total Operating Expenses (886 ) - - (997 ) (1,883 ) (571 ) - (306 ) (667 ) (1,544 ) Total Other Income (Expense) 11,928 - - (2,209 ) 9,719 (41 ) - (1,689 ) (250 ) (1,980 ) Net (Loss) from Operations Before Income Taxes 11,052 - - (3,194 ) 7,858 (612 ) - 870 (877 ) (619 ) Income Taxes (Expense)/Credit - - - - - - - - - - Net (Loss) from Operations 11,052 - - (3,194 ) 7,858 (612 ) - 870 (877 ) (619 ) Net (Loss) from Discontinued Operations - - (810 ) - (810 ) - (1,174 ) - - (1,174 ) Preferred dividends (986 ) - - (16 ) (1,002 ) (1,480 ) - (394 ) (6 ) (1,880 ) Non-controlling interest - - - - - - - 540 (2 ) 538 Net (Loss) $ 10,066 $ - $ (810 ) $ (3,210 ) $ 6,046 $ (2,092 ) $ (1,174 ) $ 1,016 $ (885 ) $ (3,135 ) Segment Assets $ 10,746 $ - $ - $ 20,175 $ 30,921 $ 907 $ - $ 12,309 $ 34,265 $ 47,481

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Assets and Liabilities of Discontinued Operations and Income from Discontinued Operations	The DFP loss from discontinued operations presented in the statements of operations consist of the following for the nine months ended September 30, 2018 and September 30, 2017: Sept 30, 2018 Sept 30, 2017 Revenues $ - $ - Cost of goods sold - - General and administrative expenses - 508,000 Depreciation and amortization - 1,000 Interest - 41,000 Other (loss on disposal of assets and intangibles) - 624,000 Total $ - $ (1,174,000 ) The effect of deconsolidation created a one-time non-cash gain of $12,773,000 and a recognition of a loss from GrowCo discontinued operations of $810,000; broken down as follows: Sept 30, 2018 Sept 30, 2017 Revenues $ 52,000 $ - General and administrative expenses (89,000 ) - Depreciation and amortization (61,000 ) - Interest (1,092,000 ) - Non-controlling interest 380,000 - Total $ (810,000 ) $ -

Organization and Business (Deta

Organization and Business (Details Narrative)	1 Months Ended
	May 31, 2014shares	Sep. 30, 2018ashares	Mar. 31, 2018shares	Dec. 31, 2017ashares	Aug. 01, 2014shares
Acres owned		6,430		6,538
Sale of acres				108
Number of shares outstanding | shares		34,847,967		32,749,920
GrowCo [Member]
Shares issued by subsidiary | shares	20,000,000
Shares reserved for issuance | shares			10,000,000		10,000,000
Number of shares outstanding | shares			34,343,000
Shares outstanding, percentage			29.12%
Cucharas River [Member]
Water asset area		1,500
Arkansas River [Member]
Water asset area		14,000
Colorado [Member]
Water asset area		4,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 28, 2018	Dec. 31, 2015	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Promissory notes			$ 9,597,000		$ 9,597,000		$ 19,107,000
Gain on deconsolidation					12,773,000
Non controlling interest			22,511,000		22,511,000		$ 31,752,000
Value of exchanged preferred units		$ 152,000
Conversion of units converted		$ 60,000
Impairment reserve land and water shares			6,930,000		6,930,000
Dam Demolition Expense			1,800,000		$ 1,800,000
Stock Options [Member]
Anti-dilutive shares					2,425,000
Exercise price of options	$ 0.23
Warrants [Member]
Anti-dilutive shares							17,536,958
Warrants exercise price per share	$ 0.23
Convertible Debt [Member]
Anti-dilutive shares	3,630,290
Debt conversion price per share	$ 0.23
Minimum [Member]
Useful life of assets					3 years
Maximum [Member]
Useful life of assets					27 years 6 months
Deconsolidation Date As of April 1, 2018 [Member]
Gain on deconsolidation					$ 12,773,000
Non controlling interest			8,859,000		8,859,000
Removal cost from assets and liabilities					3,914,000
Removal cost liabilities over assets					3,914,000
GrowCo [Member]
Guaranteed debt amount			4,000,000		4,000,000
Debt collateral amount			2,359,000		2,359,000
Promissory notes			$ 2,115,000		$ 2,115,000
Debt interest rate			50.00%		50.00%
Debt collateral, percentage			100.00%		100.00%
Debt contingent liability					$ 2,359,000
Non controlling interest							$ (850,000)
GrowCo [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Non controlling interest			$ (1,230,000)		$ (1,230,000)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Noncontrolling Interest to Derecognized (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Noncontrolling interest in subsidiary	$ 22,511	$ 31,752
Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	8,859
GrowCo [Member]
Noncontrolling interest in subsidiary		(850)
GrowCo [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	(1,230)
GrowCo Partners 1, LLC [Member]
Noncontrolling interest in subsidiary		3,621
GrowCo Partners 1, LLC [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	3,621
GCP Super Units, LLC [Member]
Noncontrolling interest in subsidiary		5,016
GCP Super Units, LLC [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	5,016
TR Cap 20150630 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		497
TR Cap 20150630 Distribution, LLC [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	497
TR Cap 20150930 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		460
TR Cap 20150930 Distribution, LLC [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	460
TR Cap 20151231 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		$ 495
TR Cap 20151231 Distribution, LLC [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Noncontrolling interest in subsidiary	$ 495

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Detail of Non-controlling Interest (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Noncontrolling interest in subsidiary	$ 22,511	$ 31,752
TR Capital [Member]
Noncontrolling interest in subsidiary	20,482	20,482
HCIC [Member]
Noncontrolling interest in subsidiary	1,386	1,388
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)
GrowCo Partners 1, LLC [Member]
Noncontrolling interest in subsidiary		3,621
GCP Super Units, LLC [Member]
Noncontrolling interest in subsidiary		5,016
TR Cap 20150630 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		497
TR Cap 20150930 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		460
TR Cap 20151231 Distribution, LLC [Member]
Noncontrolling interest in subsidiary		$ 495

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Property, equipment and software, Subtotal	$ 247,000	$ 411
Less: Accumulated Depreciation	(222)	(251)
Property, equipment and software, Net book value	$ 25	160
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	12
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	46
Vehicles [Member]
Useful life of assets	5 years
Property, equipment and software, Subtotal	$ 25	92
Farm Equipment [Member]
Property, equipment and software, Subtotal	$ 147	244
Farm Equipment [Member] | Minimum [Member]
Useful life of assets	7 years
Farm Equipment [Member] | Maximum [Member]
Useful life of assets	10 years
Buildings [Member]
Useful life of assets	27 years 6 months
Property, equipment and software, Subtotal	$ 10	10
Website [Member]
Useful life of assets	3 years
Property, equipment and software, Subtotal	$ 7	$ 7

Investments and Long-Lived As_2

Investments and Long-Lived Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Gain on disposal of assets	$ 37	$ (72)	$ 114	$ 9
Loss from sales of equipment			42
Colorado [Member]
Gain on disposal of assets			156
Land and Water [Member]
Impairment of long lived assets			$ 6,930

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	Jan. 19, 2018USD ($)	Sep. 30, 2018USD ($)a$ / sharesshares	Aug. 31, 2018shares	Sep. 30, 2018USD ($)a$ / sharesshares	Sep. 30, 2017USD ($)	Dec. 31, 2015USD ($)a	Jul. 23, 2018USD ($)$ / shares	Mar. 31, 2018shares	Dec. 31, 2017USD ($)a	Aug. 01, 2014shares
Area of land | a		6,430		6,430					6,538
Repayments of notes payable				$ 532,000	$ 536,000
Promissory note		$ 9,597,000		9,597,000					$ 19,107,000
Number of common shares issued for note reduction, value				$ 100,000
GrowCo [Member]
Debt instrument interest rate		50.00%		50.00%
Promissory note		$ 2,115,000		$ 2,115,000
Guaranteed debt amount		4,000,000		4,000,000
Debt collateral amount		$ 2,359,000		$ 2,359,000
Debt collateral, percentage		100.00%		100.00%
Debt contingent liability				$ 2,359,000
Shares available for issuance | shares								10,000,000		10,000,000
Powderhorn [Member]
Number of shares issued during period | shares		646,154	800,000	800,000
Shares available for issuance | shares		646,154		646,154
OID Black Mountain [Member]
Number of common shares issued for note reduction | shares				874,250
Number of common shares issued for note reduction, value				$ 100,000
Debt maturity description				It was originally due on October 26, 2017 but was extended to July 31, 2018. It has been further extended to September 30, 2018.
OID Black Mountain [Member] | October 2018 [Member]
Number of shares issued during period | shares				900,000
Number of shares issued during period, value				$ 138,370
Investors Fiduciary LLC [Member]
Debt instrument interest rate		20.00%		20.00%
Drawn on note				$ 400,000
Unencumbered shares | shares				2,456.5
Shares issued price per share | $ / shares		$ 0.14		$ 0.14			$ 0.117
Investors Fiduciary LLC [Member] | Maximum [Member]
Bridge loan							$ 500,000
HCIC Seller Carryback Note [Member]
Debt instrument face amount		$ 6,301,000		$ 6,301,000
Debt instrument interest rate									6.00%
Promissory note		$ 6,301,000		$ 6,301,000					$ 6,301,000
GrowCo $4 Notes [Member]
Debt instrument face amount						$ 4,000,000
Area of land | a						40
Debt instrument interest rate						22.50%
Maturity due date						Apr. 1, 2020
Repayments of notes payable						$ 4,000,000
Blue & Green, LLC [Member]
Promissory note	$ 2,115,000
Interest on debt	$ 300,000

Notes Payable - Schedule of Lon

Notes Payable - Schedule of Long Term Debt (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Principal balance	$ 9,597,000	$ 19,107,000
Accrued Interest	699,000
Less: Note discounts	(54,000)	(450,000)
Less: Current portion net of discount	(8,400,000)	(17,419,000)
Long term portion net of discount	1,143,000	1,238,000
McFinney Agri Finance [Member]
Principal balance	238,000	$ 441,000
Accrued Interest
Interest Rate		6.80%
Security	2,579 acres of pasture land in Ellicott Colorado	2579 acres of pasture land in Ellicott Colorado
Less: Note discounts
Morning View LLC [Member]
Principal balance	105,000
Accrued Interest	$ 4,000
Security	Unsecured	Unsecured
Less: Note discounts	$ (5,000)
HCIC Seller Carryback Note [Member]
Principal balance	6,301,000	$ 6,301,000
Accrued Interest	$ 552,000
Interest Rate		6.00%
Security	Shares in the Mutual Ditch Company	Shares in the Mutual Ditch Company
Less: Note discounts
CWCB Note [Member]
Principal balance	690,000	$ 748,000
Accrued Interest
Interest Rate		2.50%
Security	Certain Orlando and Farmland assets	Certain Orlando and Farmland Assets
Less: Note discounts
TR Note to GrowCo [Member]
Principal balance	390,000
Accrued Interest
Interest Rate
Less: Note discounts
GrowCo $4M Notes [Member]
Principal balance		$ 4,000,000
Accrued Interest
Interest Rate		22.50%
Security	Various land and water assets	Various land and water assets
Less: Note discounts
GrowCo $1.5M Exchange Note [Member]
Principal balance		$ 100,000
Accrued Interest
Interest Rate		22.50%
Security	Various land and water assets	Various land and water assets
Less: Note discounts
GrowCo $6M Exchange Note [Member]
Principal balance		$ 1,855,000
Accrued Interest
Interest Rate		22.50%
Less: Note discounts
GrowCo $7M Exchange Note [Member]
Principal balance		$ 3,132,000
Accrued Interest
Less: Note discounts
GrowCo $7M Exchange Note [Member] | Minimum [Member]
Interest Rate		10.00%
GrowCo $7M Exchange Note [Member] | Maximum [Member]
Interest Rate		22.50%
GrowCo $2M Exchange Note [Member]
Principal balance		$ 1,520,000
Accrued Interest
Less: Note discounts
GrowCo $2M Exchange Note [Member] | Minimum [Member]
Interest Rate		10.00%
GrowCo $2M Exchange Note [Member] | Maximum [Member]
Interest Rate		22.50%
Bridge loan Harding [Member]
Principal balance		$ 13,000
Accrued Interest
Interest Rate		18.00%
Less: Note discounts
Powderhorn Note [Member]
Principal balance	338,000
Accrued Interest
Security	Third lien on Ellicott land	Third lien on Ellicott land
Less: Note discounts	$ (48,000)
TURV Long Term NP [Member]
Principal balance	271,000	$ 275,000
Accrued Interest	$ 44,000
Interest Rate		12.00%
Security	Second lien on Ellicott land	Second lien on Ellicott land
Less: Note discounts
WRC Convertible NP [Member]
Principal balance	300,000	$ 300,000
Accrued Interest	$ 57,000
Interest Rate		12.00%
Security	Lien on water supply agreement	Lien on water supply agreement
Less: Note discounts
WRC Butte Valley Land Notes [Member]
Principal balance	400,000
Accrued Interest	$ 28,000
Security	Butte Valley Land	Butte Valley Land
Less: Note discounts	$ (1,000)
Equipment Loans [Member]
Principal balance	57,000	$ 122,000
Accrued Interest	$ 2,000
Security	Equipment	Equipment
Less: Note discounts
Equipment Loans [Member] | Minimum [Member]
Interest Rate		5.00%
Equipment Loans [Member] | Maximum [Member]
Interest Rate		8.00%
ODI Black Mountain [Member]
Principal balance	107,000	$ 300,000
Accrued Interest
Interest Rate
Less: Note discounts
Investors Fiduciary LLC [Member]
Principal balance	400,000
Accrued Interest	$ 12,000
Interest Rate
Security	Shares of HCIC	Shares of HCIC
Less: Note discounts
Bridge Loan Harding [Member]
Security	None	None

Notes Payable - Schedule of L_2

Notes Payable - Schedule of Long Term Debt (Details) (Parenthetical) - a	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Acres of pasture land	6,430	6,538
Variable rate description	Prime rate	Prime rate
Spread on variable rate	1.00%	1.50%
Maximum [Member]
Spread on variable rate	6.00%	6.00%
McFinney Agri-Finance Note [Member]
Acres of pasture land	2,579	2,579

Information on Business Segme_3

Information on Business Segments - Schedule of Operating Results by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Revenue	$ 5	$ 1,022	$ 22	$ 2,905
Total Operating Expenses			(1,883)	(1,544)
Total Other Income (Expense)			9,719	(1,980)
Net (Loss) from Operations Before Income Taxes	(2,649)	(579)	7,858	(619)
Income Taxes (Expense)/Credit
Net (Loss) from Operations	(2,649)	(579)	7,858	(619)
Net (Loss) from Discontinued Operations		(92)	(810)	(1,174)
Preferred dividends	(6)	(686)	(1,002)	(1,880)
Non-controlling interest		395		538
Net (Loss)	(2,655)	(962)	6,046	(3,135)	$ 12,924
Segment Assets	30,921	47,481	30,921	47,481	$ 38,152
Parent (Two Rivers) [Member]
Revenue			10
Total Operating Expenses			(886)	(571)
Total Other Income (Expense)			11,928	(41)
Net (Loss) from Operations Before Income Taxes			11,052	(612)
Income Taxes (Expense)/Credit
Net (Loss) from Operations			11,052	(612)
Net (Loss) from Discontinued Operations
Preferred dividends			(986)	(1,480)
Non-controlling interest
Net (Loss)			10,066	(2,092)
Segment Assets	10,746	907	10,746	907
Farms (DFP) [Member]
Revenue
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				(1,174)
Preferred dividends
Non-controlling interest
Net (Loss)				(1,174)
Segment Assets
Greenhouse (GrowCo., GCP1, GCP2) [Member]
Revenue				2,865
Total Operating Expenses				(306)
Total Other Income (Expense)				(1,689)
Net (Loss) from Operations Before Income Taxes				870
Income Taxes (Expense)/Credit
Net (Loss) from Operations				870
Net (Loss) from Discontinued Operations			(810)
Preferred dividends				(394)
Non-controlling interest				540
Net (Loss)			(810)	1,016
Segment Assets		12,309		12,309
Water (TR Cap) [Member]
Revenue			12	40
Total Operating Expenses			(997)	(667)
Total Other Income (Expense)			(2,209)	(250)
Net (Loss) from Operations Before Income Taxes			(3,194)	(877)
Income Taxes (Expense)/Credit
Net (Loss) from Operations			(3,194)	(877)
Net (Loss) from Discontinued Operations
Preferred dividends			(16)	(6)
Non-controlling interest				(2)
Net (Loss)			(1,410)	(885)
Segment Assets	$ 20,175	$ 34,265	$ 20,175	$ 34,265

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Common Stock, shares authorized	200,000,000		200,000,000
Common Stock, par value	$ 0.001		$ 0.001
Common Stock, shares issued	34,847,967		32,749,920
Number of common shares issued for note reduction, value	$ 100
Shares issued for conversion	14,840
Warrants [Member]
Share based compensation shares granted	1,541,380
Warrant expense	$ 30,000
Employees and Directors [Member]
Stock based compensation	$ 1,190,000
Restricted Stock Units (RSUs) [Member]
Number of restricted stock unit issued	118,000
Spotfin Funding [Member]
Number of shares issued for services	1,090,957
Black Mountain [Member]
Number of common shares issued for note reduction	874,250
Number of common shares issued for note reduction, value	$ 100

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($) $ in Thousands	Apr. 03, 2018	Aug. 08, 2017	Mar. 31, 2018	Mar. 31, 2016	Sep. 30, 2018
Ryley Carlock & Applewhite [Member]
Legal fees		$ 139
Accounts payable		$ 139
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)
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.
State of Colorado Litigation [Member]
Legal fees	$ 100
State of Colorado Litigation [Member] | Minimum [Member]
Loss contingency, damages sought, value			$ 1,800
State of Colorado Litigation [Member] | Maximum [Member]
Loss contingency, damages sought, value			2,200
GCP1 [Member] | Lease Revenue [Member]
Write-off of receivables				$ 743
GCP1 [Member] | Advances [Member]
Write-off of receivables			$ 587

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - USD ($) $ in Thousands	Mar. 03, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Gross Proceeds from sale of land and water assets				$ 72	$ 945
Gain on deconsolidation				12,773
Deconsolidation Date As of April 1, 2018 [Member]
Gain on deconsolidation				12,773
Discontinued Operations [Member]
Gross Proceeds from sale of land and water assets	$ 1,740
Net proceeds from sale of land and water assets	$ 1,611
Discontinued Operations [Member] | GrowCo [Member] | Deconsolidation Date As of April 1, 2018 [Member]
Net proceeds from sale of land and water assets
Gain on deconsolidation				12,773
Loss from discontinued operation				$ 810

Discontinued Operations - Sched

Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations and Income from Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total		$ (92)	$ (810)	$ (1,174)
Dionisio Farms and Produce [Member]
Revenues
Cost of goods sold
General and administrative expenses				508
Depreciation and amortization				1
Interest				41
Other (loss on disposal of assets and intangibles)				624
Total				(1,174)
GrowCo Related Entities [Member]
Revenues			52
Cost of goods sold
General and administrative expenses			(89)
Depreciation and amortization			(61)
Interest			(1,092)
Other (loss on disposal of assets and intangibles)
Non-controlling interest			380
Total			$ (810)

Contingent Liability (Details N

Contingent Liability (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Promissory notes	$ 9,597,000	$ 19,107,000
GrowCo [Member]
Guaranteed debt amount	4,000,000
Debt collateral amount	2,359,000
Promissory notes	$ 2,115,000
Debt interest rate	50.00%
Debt collateral, percentage	100.00%
Debt contingent liability	$ 2,359,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Profit (Loss) Attributable to Common Shareholders	$ (2,655)	$ (962)	$ 6,046	$ (3,135)	$ 12,924
Gain on consolidation			12,773
Net Cash Used in Operating Activities			824	$ 2,459
Working capital deficit	17,673		17,673
Accumulated deficit	91,122		91,122		$ 97,168
Additional debt	$ 1,426		$ 1,426

Related Party (Details Narrativ

Related Party (Details Narrative)	9 Months Ended
	Sep. 30, 2018USD ($)
Related Party Transactions [Abstract]
Related party transaction

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Nov. 05, 2018	Oct. 03, 2018
Black Mountain [Member]
Stock issued during period, shares restricted		6,800,000
Powderhorn [Member]
Number of shares issued during period	800,000
Number of shares issued during period, value	$ 63,000