Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Jan. 20, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Global Clean Energy Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-14 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 748790 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 339,187,545 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, Date of Incorporation | 20-Nov-91 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $313,452 | $216,531 |
Accounts receivable | 129,753 | 38,559 |
Inventory | 34,339 | 37,296 |
Other current assets | 174,912 | 157,469 |
Total Current Assets | 652,456 | 449,855 |
PROPERTY AND EQUIPMENT, NET | 15,053,855 | 15,495,781 |
INTANGIBLE ASSETS, NET | 3,789,030 | 3,972,950 |
OTHER NONCURRENT ASSETS | 6,039 | 7,021 |
TOTAL ASSETS | 19,501,380 | 19,925,607 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,715,074 | 3,807,646 |
Accrued payroll and payroll taxes | 1,260,514 | 1,170,223 |
Capital lease liability - current portion | 793 | 818 |
Notes payable - current portion | 1,374,825 | 1,376,000 |
Convertible notes payable | 697,000 | 567,000 |
Total Current Liabilities | 7,048,206 | 6,921,687 |
LONG-TERM LIABILITIES | ||
Accrued interest payable | 3,881,508 | 3,154,826 |
Accrued return on noncontrolling interest | 9,420,592 | 7,442,730 |
Mortgage notes payable | 5,110,189 | 5,110,189 |
Total Long Term Liabilities | 18,412,289 | 15,707,745 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock - $0.001 par value; 50,000,000 shares authorized Series B, convertible; 13,000 shares issued (aggregate liquidation preference of $1,300,000) | 13 | 13 |
Common stock, $0.001 par value; 500,000,000 shares authorized; 339,187,545 issued and outstanding | 339,187 | 339,187 |
Additional paid-in capital | 25,644,337 | 25,600,050 |
Accumulated deficit | -28,956,385 | -28,338,875 |
Accumulated other comprehensive loss | -93,190 | -63,020 |
Total Global Clean Energy Holdings, Inc. Stockholders' Deficit | -3,066,038 | -2,462,645 |
Noncontrolling interests | -2,893,077 | -241,180 |
Total Stockholders' Deficit | -5,959,115 | -2,703,825 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $19,501,380 | $19,925,607 |
BALANCE_SHEETS_PARENTHETICAL
BALANCE SHEETS (PARENTHETICAL) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ||
Preferred Stock, par or stated value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Series B issued | 13,000 | 13,000 |
Preferred Stock, liquidation preference | $1,300,000 | $1,300,000 |
Common Stock, par or stated value | $0.00 | $0.00 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 339,187,545 | 339,187,545 |
Common Stock, shares outstanding | 339,187,545 | 339,187,545 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement | ||||
Revenue | $495,796 | $59,903 | $741,500 | $163,843 |
Subsidy Income | 284 | 1,246 | 50,515 | |
Total Revenue | 496,080 | 59,903 | 742,746 | 214,358 |
Operating Expenses | ||||
General and administrative | 535,031 | 442,781 | 1,610,697 | 1,683,944 |
Loss on sale of investment held for sale | 178,896 | |||
Write down of impaired long lived assets | 306,542 | |||
Plantation operating costs | 21,580 | 97,853 | 83,804 | 715,686 |
Total Operating Expenses | 556,611 | 540,634 | 1,694,501 | 2,885,068 |
Loss from Operations | -60,531 | -480,731 | -951,755 | -2,670,710 |
Other Income (Expenses) | ||||
Other income | 290 | 57 | 298 | 80 |
Interest expense | -293,236 | -225,163 | -895,220 | -683,569 |
Gain on settlement of liabilities | 24,966 | |||
Gain on disposal of fixed assets | 23,957 | 23,957 | ||
Foreign currency transaction gain (loss) | 119 | 508 | 204 | 508 |
Other Expenses, Net | -268,870 | -224,598 | -870,761 | -658,015 |
Net Loss | -329,401 | -705,329 | -1,822,516 | -3,328,724 |
Less Net Loss Attributable to the Noncontrolling Interest | -387,627 | -323,044 | -1,205,007 | -1,688,468 |
Net Income (Loss) Attributable to Global Clean Energy Holdings, Inc. | $58,226 | ($382,285) | ($617,509) | ($1,640,256) |
Basic Income (Loss) per Common Share: | ||||
Net Income (Loss) per Common Share | $0.00 | ($0.00) | ($0.00) | ($0.01) |
Basic Weighted-Average Common Shares Outstanding | 339,187,545 | 339,187,545 | 339,187,545 | 307,187,545 |
Diluted Income (Loss) per Common Share: | ||||
Net Income (Loss) per Common Share | $0.00 | ($0.00) | ($0.00) | ($0.01) |
Diluted Weighted-Average Common Shares Outstanding | 352,154,664 | 339,187,545 | 339,187,545 | 307,187,545 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating Activities | ||
Net loss | ($1,822,516) | ($3,328,724) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 44,287 | 122,689 |
Write down of long lived assets | 15,000 | |
Write down of inventory | 0 | 306,542 |
Gain on disposal of fixed assets | -23,957 | |
Loss on sale of investment held for sale | 179,406 | |
Depreciation and amortization | 556,913 | 350,956 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -91,327 | -10,000 |
Inventory | 2,756 | 90,721 |
Other current assets | -39,112 | 119,222 |
Accounts payable and accrued expenses | 734,984 | 985,846 |
Other noncurrent assets | 81 | 11,217 |
Net Cash Used in Operating Activities | -637,891 | -1,157,125 |
Investing Activities | ||
Plantation development costs | -330,795 | -944,670 |
Purchase of property and equipment | -3,412 | -3,106 |
Proceeds from sale of property and equipment | 186,737 | |
Net Cash Used in Investing Activities | -334,207 | -761,039 |
Financing Activities | ||
Proceeds from issuance of preferred membership in GCE Mexico I, LLC | 952,435 | 1,310,030 |
Proceeds from notes payable | 130,000 | |
Payments on capital leases and notes payable | -1,175 | -43,698 |
Proceeds from exercise of warrants | 55,041 | |
Net Cash Provided by Financing Activities | 1,081,260 | 1,321,373 |
Effect of exchange rate changes on cash | -12,241 | -104,237 |
Net change in Cash and Cash Equivalents | 96,921 | -701,028 |
Cash and Cash Equivalents at Beginning of Period | 216,531 | 941,579 |
Cash and Cash Equivalents at End of Period | 313,452 | 240,551 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 9,513 | |
Cash (received) / paid for income tax | 1,029 | -764 |
Accrual of return on noncontrolling interest | 1,977,862 | 1,846,446 |
Write down of debt and release of Fixed Assets | 190,500 | |
Intangible assets and equipment acquired | 4,077,765 | |
Inventory acquired | 430,141 | |
Other current assets assumed | 260 | |
Other current liabilities assumed | -2,408,066 | |
Net assets acquired | 2,100,100 | |
Notes payable issued | -1,300,000 | |
Common stock issued | ($800,000) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Comprehensive Income | ||||
Net Loss | ($329,401) | ($705,329) | ($1,822,516) | ($3,328,724) |
Other comprehensive income (loss)- foreign currency translation adjustment | 48,062 | -410,235 | 93,947 | -148,135 |
Comprehensive Loss | -281,339 | -1,115,564 | -1,728,569 | -3,476,859 |
Add net loss attributable to the noncontrolling interest | 387,627 | 323,044 | 1,205,007 | 1,688,468 |
Add other comprehensive loss (income) attributable to noncontrolling interest | -116,599 | 290,193 | -124,117 | 69,452 |
Comprehensive Loss Attributable to Global Clean Energy Holdings, Inc. | ($10,311) | ($502,328) | ($647,679) | ($1,718,939) |
Note_1_History_and_Basis_of_Pr
Note 1 - History and Basis of Presentation | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes | |||||
Note 1 - History and Basis of Presentation | Note 1 – History and Basis of Presentation | ||||
History | |||||
Global Clean Energy Holdings, Inc.(the “Company”) is a U.S.-based, multi-national, energy agri-business focused on the development of non-food based bio-feedstocks. | |||||
The Company was originally incorporated under the laws of the State of Utah on November 20, 1991. On July 19, 2010, the reincorporation of the company from a Utah corporation to a Delaware corporation was completed, as approved by shareholders. | |||||
Principles of Consolidation | |||||
The condensed consolidated financial statements, the (“financial statements”) include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries, and the variable interest entities of GCE Mexico I, LLC a Delaware limited liability company (“GCE Mexico”), and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). The financial statements include Sustainable Oils, Inc., a wholly owned subsidiary, from the acquisition date of March 13, 2013. All significant intercompany transactions have been eliminated in consolidation. | |||||
Generally accepted accounting principles require that if an entity is the primary beneficiary of a variable interest entity (VIE), the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements. Global Clean Energy Holdings, Inc. considers itself to be the primary beneficiary of GCE Mexico, and it’s Mexican subsidiaries, and accordingly, has consolidated these entities since their formation beginning in April 2008, with the equity interests of the unaffiliated investors in GCE Mexico presented as Noncontrolling Interests in the accompanying condensed consolidated financial statements. | |||||
Under ASC 810-10 the Primary Beneficiary is the party that has both of the following: | |||||
1. The power to make decisions regarding the activities that most significantly impact the success of the VIE, and | |||||
2. The obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. | |||||
When multiple parties make decisions over different activities of the entity, only the party with power to direct the activities that most significantly impacts the entity's economic performance will have satisfied the first condition. Global Clean Energy Holdings, Inc. exercises complete operational control over GCE Mexico and its subsidiaries, as these rights were specifically granted to Global Clean Energy Holdings, Inc. under the GCE Mexico’s Operating Agreement (the “LLC Agreement”). | |||||
Global Clean Energy Holdings, Inc. satisfies the second condition because as owner of a 50% profits interest, Global Clean Energy Holdings, Inc. is expected to receive the benefits or the largest amounts of profits and cash distributions allocated by GCE Mexico. GCEH owns 1% of Asideros 1, Asideros 2 and Asideros 3, and the balance is owned by GCE Mexico. Accordingly, GCEH owns 50.5% of Asideros 1, Asideros 2 and Asideros 3 either directly or through our common membership interest in GCE Mexico. The partners’ right to receive a preferred return on their investment does not qualify as a “right to receive residual returns” of GCE Mexico. | |||||
The guidance also states that “in a multi-tiered legal-entity structure, a reporting entity should generally begin its evaluation at the lowest-level entity. Each entity within the structure should then be evaluated on a consolidated basis. The attributes and variable interests of the underlying consolidated entities become those of the parent company upon consolidation”. | |||||
GCE Mexico holds, directly, 99% of the voting interest in the subsidiaries pursuant to the Agency Agreement. GCEH’s rights as Manager of GCE Mexico and as the sole Director of the subsidiaries enables GCEH to conclude that these powers, together with the 50% membership interest in GCE Mexico, gives Global Clean Energy Holdings, Inc. a controlling financial interest and therefore is the primary beneficiary. | |||||
GCE MEXICO I, LLC AND SUBSIDIARIES | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
September 30, | December 31, | ||||
2014 | 2013 | ||||
(unaudited) | |||||
ASSETS | |||||
CURRENT ASSETS | 227,755 | 339,900 | |||
PROPERTY AND EQUIPMENT, NET | 14,593,063 | 14,911,720 | |||
OTHER NONCURRENT ASSETS | 3,413 | 3,522 | |||
TOTAL ASSETS | $14,824,231 | $15,255,142 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
CURRENT LIABILITIES | 298,315 | 378,438 | |||
LONG-TERM LIABILITIES | 18,196,954 | 16,297,060 | |||
$18,495,269 | $16,675,498 | ||||
The amount of cash or cash equivalent balances held at September 30, 2014 represents cash held in our corporate accounts and our joint venture accounts. Of these amounts, $107,131 may be used for our general corporate purposes, with the remaining balance of approximately $206,000 is anticipated to be used in the operations of the Tizimin, Mexico farms owned by the GCE Mexico I, LLC joint venture, which is included in “Current Assets above. As a result, the GCE Mexico I, LLC funds will not be available for our corporate working capital or other purposes, and are not available to reduce indebtedness. | |||||
In March 2013, the Company acquired 100% of all of the outstanding membership interests of Sustainable Oils, LLC, a Delaware limited liability company. Accordingly, the consolidated financial statements for periods after that acquisition include the assets, liabilities and results of operations of that entity. | |||||
Unaudited Interim Condensed Consolidated Financial Statements | |||||
The accompanying (a) condensed consolidated Balance Sheet at December 31, 2013 has been derived from audited statements and (b) the unaudited condensed consolidated financial statements as of September 30, 2014 and 2013 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included and are of normal, recurring nature. These financial statements should be read in conjunction with the financial statements and notes | |||||
thereto included in the Company’s annual report on Form 10-K For the year ended December 31, 2013, as filed with the Securities and Exchange Commission. The results of operations for the nine months ended September 30, 2014, may not be indicative of the results that may be expected for the year ending December 31, 2014. | |||||
Accounting for Agricultural Operations | |||||
All costs incurred until the actual planting of the Jatropha Curcas plant are capitalized as plantation development costs, and are included in “Property and Equipment” on the balance sheet. Plantation development costs are being accumulated in the balance sheet during the development period and are accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. The direct costs associated with each farm and the production of the Jatropha revenue streams have been deferred and accumulated as a noncurrent asset, “Deferred Growing Costs”, on the balance sheet. These costs will be recognized as a Cost of Good Sold in the period the revenue is recognized. Other general costs without expected future benefits are expensed when incurred. | |||||
Inventory | |||||
The Company uses the FIFO valuation method for its inventories, which consist almost entirely of finished goods. The Company records no inventories above their acquisition costs. There were no losses related to the valuation of inventory during the nine months ended September 30, 2014. | |||||
Income/Loss per Common Share | |||||
Income/Loss per share amounts are computed by dividing income or loss applicable to the common shareholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants and options is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options. | |||||
For the three months ended September 30, | For the nine months ended September 30, | ||||
2014 | 2013 | 2014 | 2013 | ||
Net Income (loss) | $58,226 | ($382,285) | ($617,509) | ($1,640,256) | |
Basic Weighted-Average Common Shares Outstanding | 339,187,545 | 339,187,545 | 339,187,545 | 307,187,545 | |
Effect of dilutive securities | |||||
Convertible preferred stock - Series B | 11,818,181 | - | - | - | |
Warrants | 76,923 | - | - | - | |
Options | 1,075,015 | - | - | - | |
Diluted Weighted-Average Common Shares Outstanding | 352,154,664 | 339,187,545 | 339,187,545 | 307,187,545 | |
Basic Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
Diluted Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share for the nine months ended September 30, 2013, and the three months ended September 30, 2014 and 2013, as follows: | |||||
: | |||||
September 30, | |||||
2014 | 2013 | ||||
Convertible notes | 18,900,000 | 18,900,000 | |||
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |||
Warrants | 3,083,332 | 24,585,662 | |||
Compensation-based stock options and warrants | 43,576,243 | 69,208,483 | |||
77,377,756 | 124,512,326 | ||||
Revenue Recognition | |||||
Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; collectability is reasonably assured; and title and the risks and rewards of ownership have transferred to the buyer. Value added taxes collected on revenue transactions are excluded from revenue and are included in accounts payable until remittance to the taxation authority. | |||||
Jatropha and Camelina biofuel revenue - The Company’s long-term primary source of revenue currently is expected to be crude Jatropha oil. Revenue will be recognized net of sales or value added taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognized when there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. For the nine months ended September 30, 2014, the Company had no material Jatropha or Camelina biofuel revenue. | |||||
Advisory services revenue - The Company provides development and management services to other companies regarding their bio-fuels and/or feedstock-Jatropha development operations, on a fee for services basis. The advisory services revenue is recognized upon completion of the work in accordance with each advisory contract. | |||||
Agricultural subsidies revenue - the Company receives agricultural subsidies from the Mexican government to supplement the farm development and planting of new trees. Due to the uncertainty of these payments, the revenue is recognized when the payments are received. We recognize these funds as revenue due to these payments being disbursed to supplement the Company’s income and not as direct payments for any specified farming expense. For the nine months ended September 30, 2014, the Company had limited subsidies revenue. | |||||
Long lived assets | |||||
The Company regularly evaluates its property and equipment and other long-lived assets for impairment based on its classification as a) held for sale or b) to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. There were no assets held for sale at September 30, 2014. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows, at an average growth rate of 30% after 2015, of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model with a discount rate of 65%. The projected cash flows used in the companies impairment test is over a 15 year period using approved forecasts. The Company’s assumptions related to the growth rate and the cash flow discount rate is management’s estimates based on historical trends in the farm development and growth in the yield from the trees. | |||||
Fair Value of Financial Instruments | |||||
The carrying amounts reported in the consolidated balance sheets for accounts receivable and payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for the various notes payable and the mortgage notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. | |||||
Estimates | |||||
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) those assumed in determining the valuation of common stock, warrants, and stock options, b) estimated useful lives of plantation equipment and plantation development costs, and c) undiscounted future cash flows for purpose of evaluating possible impairment of long-term assets. It is at least reasonably possible that the significant estimates used will change within the next year. | |||||
Foreign Currency | |||||
During 2014, the Company had operations located in the United States, Mexico and the Dominican Republic. For these foreign operations, the functional currency is the local country’s currency. Consequently, revenues and expenses of operations outside the United States of America are translated into U.S. dollars using weighted average exchange rates, while assets and liabilities of operations outside the United States of America are translated into U.S. dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are included in equity (deficit) as a component of accumulated other comprehensive loss in the accompanying consolidated financial statements. Foreign currency transaction adjustments are included in other income (expense) in the Company’s results of operations. | |||||
The Company has not entered into derivative instruments to offset the impact of foreign currency fluctuations. | |||||
Stock Based Compensation | |||||
The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. | |||||
Comprehensive Income | |||||
In September 2011, the FASB issued authoritative guidance requiring entities to report components of other comprehensive income in either a single continuous statement or in two separate, but consecutive statements of net income and other comprehensive income. The Company has included a consolidated statement of comprehensive income for the nine months ended September 30, 2014 and 2013. | |||||
New Account Guidelines | |||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” The amendments in this update provide guidance in U.S. GAAP about management's responsibilities to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity's management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Management's evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity's ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern (before consideration of management's plans); (2) management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and (3) management's plans that alleviated substantial doubt about the entity's ability to continue as a going concern or management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation. |
Note_2_Going_Concern_Considera
Note 2 - Going Concern Considerations | 9 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 2 - Going Concern Considerations | Note 2 – Going Concern Considerations |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company incurred losses from operations applicable to its common shareholders of $617,509 and $1,640,256 for the nine months ended September 30, 2014, and 2013, respectively, and has an accumulated deficit applicable to its common shareholders of $28,956,385 at September 30, 2014. The Company also used cash in operating activities of $637,891 and $1,1157,125 during the nine months ended September 30, 2014 and 2013, respectively. At September 30, 2014, the Company had negative working capital of $6,395,750. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company commenced its business related to the cultivation and production of oil from the seed of the Jatropha plant in September 2007. Management plans to meet its cash needs through various means including securing financing, entering into joint ventures, and developing the current business model. In order to fund its operations, the Company has received $22,111,826 in capital contributions from the preferred membership interest in GCE Mexico I, LLC (“GCE Mexico”), has issued mortgages in the total amount of $5,110,189 for the acquisition of land through September 30, 2014. The Company is developing the new business operation to participate in the rapidly growing bio-diesel industry. While the Company expects to be successful in this new venture, there is no assurance that its business plan will be economically viable. The ability of the Company to continue as a going concern is dependent on that plan’s success. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note_3_Jatropha_Business_Ventu
Note 3 - Jatropha Business Venture | 9 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 3 - Jatropha Business Venture | Note 3 – Jatropha Business Venture |
The Company entered into the bio-fuels business in 2007 by acquiring certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the Jatropha plant for the production of bio-diesel, and by entering into certain employment agreements and property management agreements. Subsequent to entering into these transactions, the Company acquired certain real property in Mexico it believed to be suitable for cultivating the Jatropha plant. During 2008, GCE Mexico’s subsidiary acquired the land in Mexico for the cultivation of the Jatropha plant. In July 2009, the Company acquired Technology Alternatives, Limited (“TAL”), a company formed under the laws of Belize that had developed a farm in Belize for cultivation of the Jatropha plant and provided technical advisory services for the propagation of the Jatropha plant. In March 2010, the Company formed Asideros 2, a Mexican corporation, which has acquired additional land in Mexico adjacent to the land acquired by Asideros 1. In October 2011, the Company formed Asideros 3, a Mexican Corporation, which has acquired land in Mexico close to the land acquired by Asideros 1 and Asideros 2. All of these transactions are described in further detail in the remainder of the notes. | |
GCE Mexico I, LLC and Subsidiaries | |
GCE Mexico was organized primarily to facilitate the acquisition of the initial 5,000 acres of farm land (the Jatropha Farm) in the State of Yucatan in Mexico to be used primarily for the (i) cultivation of Jatropha curcas, (ii) the marketing and sale of the resulting fruit, seeds, or pre-processed crude Jatropha oil, whether as biodiesel, feedstock, biomass or otherwise, and (iii) the sale of carbon value, green fuel value, or renewable energy credit value (and other similar environmental attributes) derived from activities at the Jatropha Farm. | |
Under GCE Mexico’s operating agreement, as amended (the “LLC Agreement”), the Company owns 50% of the issued and outstanding common membership units of GCE Mexico. The remaining 50% of the common membership units was initially issued to five investors. The Company and the other owners of the common membership interest were not required to make capital contributions to GCE Mexico. | |
In addition, two investors agreed to invest in GCE Mexico through the purchase of preferred membership units and through the funding of the purchase of land in Mexico. An aggregate of 1,000 preferred membership units were issued to these two investors who each agreed to make capital contributions to GCE Mexico in installments and as required, fund the development and operations of the Jatropha Farm. In November 2012, one of the two investors transferred 100% of the interest to the other investor. The preferred members have made capital contributions of $952,435 and $1,310,030 during the nine months ended September 30, 2014 and 2013, respectively, and total contributions of $22,111,826 have been received by GCE Mexico from these investors since the execution of the LLC Agreement. The LLC Agreement calls for additional contributions from the investors, as requested by management and as required by the operation in 2013 and the following years. The holder of the preferred membership interest is entitled to earn a preferential 12% per annum cumulative compounded return on the cumulative balance of the preferred membership interest. The preferential return increased by $1,977,862, and $1,846,446 during the nine months ended September 30, 2014 and 2013, respectively, and totals $9,420,592 at September 30, 2014. | |
The net income or loss of the three Mexican subsidiaries that own the Mexico farms is allocated to the shareholders based on their respective equity ownership; 99% of the equity of each subsidiary is owned by GCE Mexico and 1% is owned by the Company. GCE Mexico has no operations separate from its investments in the Mexican subsidiaries. According to the LLC Agreement of GCE Mexico, the net loss of GCE Mexico is allocated to its members according to their respective investment balances. Accordingly, since the common membership interest did not make a capital contribution, all of the losses have been allocated to the preferred membership interest. The noncontrolling interest presented in the accompanying consolidated balance sheets includes the carrying value of the preferred membership interests and of the common membership interests owned by the Investors, and excludes any common membership interest in GCE Mexico held by the Company. |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 9 Months Ended | ||
Sep. 30, 2014 | |||
Notes | |||
Note 4 - Property and Equipment | Note 4 – Property and Equipment | ||
Property and equipment are as follows: | |||
September 30, | December 31, | ||
2014 | 2013 | ||
Land | $4,372,890 | $4,512,630 | |
Plantation development costs | $10,371,194 | $10,311,286 | |
Plantation equipment | $1,474,227 | $1,510,878 | |
Office equipment | $107,769 | $299,756 | |
Total cost | 16,326,079 | 16,634,550 | |
Less accumulated depreciation | -1,272,224 | -1,138,769 | |
Property and equipment, net | $15,053,855 | $15,495,781 |
Note_5_Intangible_Assets
Note 5 - Intangible Assets | 9 Months Ended | ||
Sep. 30, 2014 | |||
Notes | |||
Note 5 - Intangible Assets | Note 5 – Intangible Assets | ||
In March 2013, the Company purchased certain intangible assets related to the commercial production of Camelina. See further discussion on acquisition in Note 9. The intangible assets include three patents and the related intellectual property associated with these patents. These intangible assets acquired have an expected useful life of 17 years and are carried at cost less any accumulated amortization and any impairment losses. | |||
Amortization is calculated using the straight-line method to allocate the cost of the intangible assets over their estimated useful lives of 17 years. Any future costs associated with the maintenance of these patents with indefinite lives will be capitalized and not amortized. The intangible assets as of the nine months ended September 30, 2014 is shown in the following table: | |||
September 30, | December 31, | ||
2014 | 2013 | ||
Intangible Assets | $4,168,841 | $4,168,841 | |
Less accumulated amortization | -379,811 | -195,892 | |
Intangible Assets, net | $3,789,030 | $3,972,949 |
Note_6_Debt
Note 6 - Debt | 9 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 6 - Debt | Note 6 – Debt |
Notes Payable to Shareholders | |
Included in notes payable on the accompanying consolidated balance sheet, the Company has notes payable to certain shareholders in the aggregate principal amount of $26,000 at September 30, 2014 and 2013. The notes originated in 1999, bear interest at 12%, are unsecured, and are currently in default. Accrued interest on the notes totaled $54,970 and $51,858, respectively at September 30, 2014 and 2013, respectively. The company is currently in discussions with the lender related to the accrued interest balance as of September 30, 2014. | |
Convertible Notes Payable | |
In March 2010, the Company entered into a securities purchase agreement with the preferred members of GCE Mexico pursuant to which the Company issued senior unsecured convertible promissory notes in the original aggregate principal amount of $567,000 and warrants to acquire an aggregate of 1,890,000 shares of the Company’s common stock. The Convertible Notes mature on the earlier of (i) March 16, 2012, or (ii) upon written demand of payment by the note holders following the Company’s default thereunder. The maturity date of the Convertible Notes have been extended until March 15, 2015. Interest accrues on the convertible notes at a rate of 5.97% per annum, and is payable quarterly in cash, in arrears, on each year anniversary of the issuance of the convertible notes. The Company may at its option, in lieu of paying interest in cash, pay interest by delivering a number of unregistered shares of its common stock equal to the quotient obtained by dividing the amount of such interest by the arithmetic average of the volume weighted average price for each of the five consecutive trading days immediately preceding the interest payment date. At any time following the first anniversary of the issuance of the Convertible Notes, at the option of the note holders, the outstanding balance thereof (including unpaid interest) may be converted into shares of the Company’s common stock at a conversion price equal to $0.03. The conversion price may be adjusted in connection with stock splits, stock dividends and similar events affecting the Company’s capital stock. The convertible notes rank senior to all other indebtedness of the Company, and thereafter will remain senior or pari passu with all accounts payable and other similar liabilities incurred by the Company in the ordinary course of business. The Company may not prepay the convertible notes without the prior consent of the Investors. | |
In January 2014, the Company entered into a securities purchase agreement with the third party investors pursuant to which the Company issued senior unsecured contingently convertible promissory notes in the original aggregate principal amount of $130,000 and warrants to acquire an aggregate of 1,083,332 shares of the Company’s common stock. Interest accrues on the convertible notes at a rate of 8% per annum, and is payable quarterly in cash, in arrears, on each year anniversary of the issuance of the convertible notes. At any time following the first anniversary of the issuance of the Convertible Notes, at the option of the note holders, the outstanding balance thereof (including unpaid interest) may be converted into shares of the Sustainable Oils’s common stock at a conversion price equal to $0.01448, subject to change based on Sustainable Oils receiving alternative consideration from another investor. The conversion price may be adjusted in connection with stock splits, stock dividends and similar events affecting the Sustainable Oils’s capital stock. The relative fair value of the warrants was considered insignificant. | |
Promissory Notes Payable | |
In March 2013, the Company issued a secured promissory note in the principal amount of $1,300,000 to Targeted Growth, Inc. for certain Camelina assets. The purchase occurred concurrently with the acquisition of Sustainable Oils, LLC. The note beared an interest rate of ten percent (10.0%) per annum, and is payable upon the earlier of the following: (a) to the extent of 35.1% of, and on the third business day after, the receipt by the Company of any Qualified Funding; or (b) September 13, 2014 (the “Maturity Date”). In September 2014, the Company amended the note by extending the maturity date to December 31, 2014 and returning the certain Camelina assets to Targeted Growth, Inc. at the book value of $190,500. Thus, the outstanding balance of the note and related accrued interest was reduced by the value of the assets returned for the same book value of $190,500. Affective December 31, 2014, , the Company renegotiated the terms of the note to be a demand note bearing an interest rate of eighteen percent (18% ). The new note eliminated all terms related to the maturity date and repayment of the existing note. |
Note_7_Stock_Options_and_Warra
Note 7 - Stock Options and Warrants | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes | |||||
Note 7 - Stock Options and Warrants | Note 7 – Stock Options and Warrants | ||||
Stock Options and Compensation-Based Warrants | |||||
The Company has an incentive stock option plan wherein 40,000,000 shares of the Company’s common stock are reserved for issuance thereunder. | |||||
A summary of the status of options and compensation-based warrants at September 30, 2014, and changes during the nine months then ended is presented in the following table: | |||||
Weighted | |||||
Weighted | Average | ||||
Shares | Average | Remaining | Aggregate | ||
Under | Exercise | Contractual | Intrinsic | ||
Option | Price | Life | Value | ||
Outstanding at December 31, 2013 | 69,375,311 | 0.01 | 6.6 years | - | |
Granted | 4,700,000 | 0.01 | |||
Exercised | - | - | |||
Forfeited | -350,000 | 0.02 | |||
Expired | -1,080,000 | 0.04 | |||
Outstanding at September 30, 2014 | 72,645,311 | 0.02 | 7.8 years | $56,745 | |
Vested and Exercisable at September 30, 2014 | 52,968,233 | $0.02 | 2.5 years | $43,195 | |
The fair value of other stock option grants and compensation-based warrants is estimated on the date of grant or issuance using the Black-Scholes option pricing model. Options to purchase 3,700,000 shares of common stock were issued in the nine months ended September 30, 2014. The weighted average fair value of stock options issued during the nine months ended September 30, 2014 as $0.012. The weighted-average assumptions used for the stock options granted and compensation-based warrants issued during the nine months ended September 30, 2014 were risk-free interest rate of 0.77%, volatility of 175%, expected life of 7.8 years, and dividend yield of zero. The expected life of stock options represents the period of time that the stock options granted are expected to be outstanding prior to exercise. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related stock options. The dividend yield represents anticipated cash dividends to be paid over the expected life of the stock options. The intrinsic values are based on a September 30, 2014 closing price of $0.012 per share. | |||||
Share-based compensation from all sources recorded during the nine months ended September 30, 2014 and 2013 was approximately $44,287 and $122,689, respectively, and is reported as general and administrative expense in the accompanying condensed consolidated statements of operations. As of September 30, 2014, there is approximately $100,491 of unrecognized compensation cost related to stock-based payments that will be recognized over a weighted average period of approximately 1.21 years. | |||||
Stock Warrants | |||||
A summary of the status of the warrants outstanding at September 30, 2014, and changes during the nine months ended is presented in the following table: | |||||
Weighted | |||||
Weighted | Weighted | ||||
Shares | Average | Average | Aggregate | ||
Under | Exercise | Remaining | Intrinsic | ||
Warrant | Price | Contractual life | Value | ||
Outstanding at December 31, 2013 | 2,000,000 | 0.01 | 9.24 years | $20,000 | |
Issued | 1,083,332 | 0.012 | 2.25 years | $- | |
Exercised | - | ||||
Expired | - | ||||
Outstanding at September 30, 2014 | 3,083,332 | 0.0117 | 6.31 years | $- | |
Note_8_Acquisition_of_Camelina
Note 8 - Acquisition of Camelina Assets and Sustainable Oils | 9 Months Ended | ||
Sep. 30, 2014 | |||
Notes | |||
Note 8 - Acquisition of Camelina Assets and Sustainable Oils | Note 8 - Acquisition of Camelina Assets and Sustainable Oils | ||
On March 13, 2013, the Company completed a business purchase that included certain assets, patents, and other intellectual property and rights related to the development of Camelina sativa as a biofuels feedstock (the “Camelina Assets”) from Targeted Growth, Inc., a Washington based crop biotechnology company focused on developing products with enhanced yield and improved quality for the agriculture and energy industries. Also on March 13, 2013, we purchased all of the membership interests of Sustainable Oils, (SusOils) a Delaware limited liability company, from Targeted Growth, Inc. and the other, minority owner of that limited liability company. SusOils is a company that, since 2007, has been engaged in the development, production and commercialization of Camelina-based biofuels and FDA approved animal feed. Substantially all of the Camelina Assets were previously owned by SusOils and used in SusOils’ operations. | |||
For accounting purposes, the acquisition of the Camelina Assets and all of the membership interests of Sustainable Oils, LLC is treated as the acquisition of Sustainable Oil’s business. The amounts of Sustainable Oils's revenue and earnings included in the Company’s consolidated income statement for the nine months ended September 30, 2013, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2013, are as follows: | |||
Revenue | Net Losses | ||
Actual March 13, 2013 - September 30, 2013 | $31,065 | ($626,437) | |
2013 Supplemental pro forma from | $214,358 | ($1,650,321) | |
January 1 - September 30, 2013 | |||
The foregoing pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results. |
Note_9_Impairment_of_Assets_an
Note 9 - Impairment of Assets and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 9 - Impairment of Assets and Fair Value Measurements | Note 9 – Impairment of assets and fair value measurements |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established by generally accepted accounting principles which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows: | |
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. | |
Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |
As of September 30, 2014 and 2013, the Company does not have any assets or liabilities measured at fair value on a recurring basis. |
Note_1_History_and_Basis_of_Pr1
Note 1 - History and Basis of Presentation (Policies) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Policies | |||||
Principles of Consolidation | Principles of Consolidation | ||||
The condensed consolidated financial statements, the (“financial statements”) include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries, and the variable interest entities of GCE Mexico I, LLC a Delaware limited liability company (“GCE Mexico”), and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). The financial statements include Sustainable Oils, Inc., a wholly owned subsidiary, from the acquisition date of March 13, 2013. All significant intercompany transactions have been eliminated in consolidation. | |||||
Generally accepted accounting principles require that if an entity is the primary beneficiary of a variable interest entity (VIE), the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements. Global Clean Energy Holdings, Inc. considers itself to be the primary beneficiary of GCE Mexico, and it’s Mexican subsidiaries, and accordingly, has consolidated these entities since their formation beginning in April 2008, with the equity interests of the unaffiliated investors in GCE Mexico presented as Noncontrolling Interests in the accompanying condensed consolidated financial statements. | |||||
Under ASC 810-10 the Primary Beneficiary is the party that has both of the following: | |||||
1. The power to make decisions regarding the activities that most significantly impact the success of the VIE, and | |||||
2. The obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. | |||||
When multiple parties make decisions over different activities of the entity, only the party with power to direct the activities that most significantly impacts the entity's economic performance will have satisfied the first condition. Global Clean Energy Holdings, Inc. exercises complete operational control over GCE Mexico and its subsidiaries, as these rights were specifically granted to Global Clean Energy Holdings, Inc. under the GCE Mexico’s Operating Agreement (the “LLC Agreement”). | |||||
Global Clean Energy Holdings, Inc. satisfies the second condition because as owner of a 50% profits interest, Global Clean Energy Holdings, Inc. is expected to receive the benefits or the largest amounts of profits and cash distributions allocated by GCE Mexico. GCEH owns 1% of Asideros 1, Asideros 2 and Asideros 3, and the balance is owned by GCE Mexico. Accordingly, GCEH owns 50.5% of Asideros 1, Asideros 2 and Asideros 3 either directly or through our common membership interest in GCE Mexico. The partners’ right to receive a preferred return on their investment does not qualify as a “right to receive residual returns” of GCE Mexico. | |||||
The guidance also states that “in a multi-tiered legal-entity structure, a reporting entity should generally begin its evaluation at the lowest-level entity. Each entity within the structure should then be evaluated on a consolidated basis. The attributes and variable interests of the underlying consolidated entities become those of the parent company upon consolidation”. | |||||
GCE Mexico holds, directly, 99% of the voting interest in the subsidiaries pursuant to the Agency Agreement. GCEH’s rights as Manager of GCE Mexico and as the sole Director of the subsidiaries enables GCEH to conclude that these powers, together with the 50% membership interest in GCE Mexico, gives Global Clean Energy Holdings, Inc. a controlling financial interest and therefore is the primary beneficiary. | |||||
GCE MEXICO I, LLC AND SUBSIDIARIES | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
September 30, | December 31, | ||||
2014 | 2013 | ||||
(unaudited) | |||||
ASSETS | |||||
CURRENT ASSETS | 227,755 | 339,900 | |||
PROPERTY AND EQUIPMENT, NET | 14,593,063 | 14,911,720 | |||
OTHER NONCURRENT ASSETS | 3,413 | 3,522 | |||
TOTAL ASSETS | $14,824,231 | $15,255,142 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
CURRENT LIABILITIES | 298,315 | 378,438 | |||
LONG-TERM LIABILITIES | 18,196,954 | 16,297,060 | |||
$18,495,269 | $16,675,498 | ||||
The amount of cash or cash equivalent balances held at September 30, 2014 represents cash held in our corporate accounts and our joint venture accounts. Of these amounts, $107,131 may be used for our general corporate purposes, with the remaining balance of approximately $206,000 is anticipated to be used in the operations of the Tizimin, Mexico farms owned by the GCE Mexico I, LLC joint venture, which is included in “Current Assets above. As a result, the GCE Mexico I, LLC funds will not be available for our corporate working capital or other purposes, and are not available to reduce indebtedness. | |||||
In March 2013, the Company acquired 100% of all of the outstanding membership interests of Sustainable Oils, LLC, a Delaware limited liability company. Accordingly, the consolidated financial statements for periods after that acquisition include the assets, liabilities and results of operations of that entity. | |||||
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements | ||||
The accompanying (a) condensed consolidated Balance Sheet at December 31, 2013 has been derived from audited statements and (b) the unaudited condensed consolidated financial statements as of September 30, 2014 and 2013 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included and are of normal, recurring nature. These financial statements should be read in conjunction with the financial statements and notes | |||||
thereto included in the Company’s annual report on Form 10-K For the year ended December 31, 2013, as filed with the Securities and Exchange Commission. The results of operations for the nine months ended September 30, 2014, may not be indicative of the results that may be expected for the year ending December 31, 2014. | |||||
Accounting For Agricultural Operations | Accounting for Agricultural Operations | ||||
All costs incurred until the actual planting of the Jatropha Curcas plant are capitalized as plantation development costs, and are included in “Property and Equipment” on the balance sheet. Plantation development costs are being accumulated in the balance sheet during the development period and are accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. The direct costs associated with each farm and the production of the Jatropha revenue streams have been deferred and accumulated as a noncurrent asset, “Deferred Growing Costs”, on the balance sheet. These costs will be recognized as a Cost of Good Sold in the period the revenue is recognized. Other general costs without expected future benefits are expensed when incurred. | |||||
Inventory | Inventory | ||||
The Company uses the FIFO valuation method for its inventories, which consist almost entirely of finished goods. The Company records no inventories above their acquisition costs. There were no losses related to the valuation of inventory during the nine months ended September 30, 2014. | |||||
Income/loss Per Common Share | Income/Loss per Common Share | ||||
Income/Loss per share amounts are computed by dividing income or loss applicable to the common shareholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants and options is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options. | |||||
For the three months ended September 30, | For the nine months ended September 30, | ||||
2014 | 2013 | 2014 | 2013 | ||
Net Income (loss) | $58,226 | ($382,285) | ($617,509) | ($1,640,256) | |
Basic Weighted-Average Common Shares Outstanding | 339,187,545 | 339,187,545 | 339,187,545 | 307,187,545 | |
Effect of dilutive securities | |||||
Convertible preferred stock - Series B | 11,818,181 | - | - | - | |
Warrants | 76,923 | - | - | - | |
Options | 1,075,015 | - | - | - | |
Diluted Weighted-Average Common Shares Outstanding | 352,154,664 | 339,187,545 | 339,187,545 | 307,187,545 | |
Basic Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
Diluted Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share for the nine months ended September 30, 2013, and the three months ended September 30, 2014 and 2013, as follows: | |||||
: | |||||
September 30, | |||||
2014 | 2013 | ||||
Convertible notes | 18,900,000 | 18,900,000 | |||
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |||
Warrants | 3,083,332 | 24,585,662 | |||
Compensation-based stock options and warrants | 43,576,243 | 69,208,483 | |||
77,377,756 | 124,512,326 | ||||
Revenue Recognition | Revenue Recognition | ||||
Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; collectability is reasonably assured; and title and the risks and rewards of ownership have transferred to the buyer. Value added taxes collected on revenue transactions are excluded from revenue and are included in accounts payable until remittance to the taxation authority. | |||||
Jatropha and Camelina biofuel revenue - The Company’s long-term primary source of revenue currently is expected to be crude Jatropha oil. Revenue will be recognized net of sales or value added taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognized when there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. For the nine months ended September 30, 2014, the Company had no material Jatropha or Camelina biofuel revenue. | |||||
Advisory services revenue - The Company provides development and management services to other companies regarding their bio-fuels and/or feedstock-Jatropha development operations, on a fee for services basis. The advisory services revenue is recognized upon completion of the work in accordance with each advisory contract. | |||||
Agricultural subsidies revenue - the Company receives agricultural subsidies from the Mexican government to supplement the farm development and planting of new trees. Due to the uncertainty of these payments, the revenue is recognized when the payments are received. We recognize these funds as revenue due to these payments being disbursed to supplement the Company’s income and not as direct payments for any specified farming expense. For the nine months ended September 30, 2014, the Company had limited subsidies revenue. | |||||
Long Lived Assets | Long lived assets | ||||
The Company regularly evaluates its property and equipment and other long-lived assets for impairment based on its classification as a) held for sale or b) to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. There were no assets held for sale at September 30, 2014. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows, at an average growth rate of 30% after 2015, of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model with a discount rate of 65%. The projected cash flows used in the companies impairment test is over a 15 year period using approved forecasts. The Company’s assumptions related to the growth rate and the cash flow discount rate is management’s estimates based on historical trends in the farm development and growth in the yield from the trees. | |||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||
The carrying amounts reported in the consolidated balance sheets for accounts receivable and payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for the various notes payable and the mortgage notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. | |||||
Estimates | Estimates | ||||
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) those assumed in determining the valuation of common stock, warrants, and stock options, b) estimated useful lives of plantation equipment and plantation development costs, and c) undiscounted future cash flows for purpose of evaluating possible impairment of long-term assets. It is at least reasonably possible that the significant estimates used will change within the next year. | |||||
Foreign Currency | Foreign Currency | ||||
During 2014, the Company had operations located in the United States, Mexico and the Dominican Republic. For these foreign operations, the functional currency is the local country’s currency. Consequently, revenues and expenses of operations outside the United States of America are translated into U.S. dollars using weighted average exchange rates, while assets and liabilities of operations outside the United States of America are translated into U.S. dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are included in equity (deficit) as a component of accumulated other comprehensive loss in the accompanying consolidated financial statements. Foreign currency transaction adjustments are included in other income (expense) in the Company’s results of operations. | |||||
The Company has not entered into derivative instruments to offset the impact of foreign currency fluctuations. | |||||
Stock Based Compensation | Stock Based Compensation | ||||
The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. | |||||
Comprehensive Income | Comprehensive Income | ||||
In September 2011, the FASB issued authoritative guidance requiring entities to report components of other comprehensive income in either a single continuous statement or in two separate, but consecutive statements of net income and other comprehensive income. The Company has included a consolidated statement of comprehensive income for the nine months ended September 30, 2014 and 2013. | |||||
New Account Guidelines | New Account Guidelines | ||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” The amendments in this update provide guidance in U.S. GAAP about management's responsibilities to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity's management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Management's evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity's ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern (before consideration of management's plans); (2) management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and (3) management's plans that alleviated substantial doubt about the entity's ability to continue as a going concern or management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation. |
Note_1_History_and_Basis_of_Pr2
Note 1 - History and Basis of Presentation: Principles of Consolidation: GCE Mexico I, LLC And Subsidiaries Condensed Consolidated Balance Sheets (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | |||
GCE Mexico I, LLC And Subsidiaries Condensed Consolidated Balance Sheets | GCE MEXICO I, LLC AND SUBSIDIARIES | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
September 30, | December 31, | ||
2014 | 2013 | ||
(unaudited) | |||
ASSETS | |||
CURRENT ASSETS | 227,755 | 339,900 | |
PROPERTY AND EQUIPMENT, NET | 14,593,063 | 14,911,720 | |
OTHER NONCURRENT ASSETS | 3,413 | 3,522 | |
TOTAL ASSETS | $14,824,231 | $15,255,142 | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
CURRENT LIABILITIES | 298,315 | 378,438 | |
LONG-TERM LIABILITIES | 18,196,954 | 16,297,060 | |
$18,495,269 | $16,675,498 | ||
Note_1_History_and_Basis_of_Pr3
Note 1 - History and Basis of Presentation: Income/loss Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | |||||
Schedule of Earnings Per Share, Basic and Diluted | |||||
For the three months ended September 30, | For the nine months ended September 30, | ||||
2014 | 2013 | 2014 | 2013 | ||
Net Income (loss) | $58,226 | ($382,285) | ($617,509) | ($1,640,256) | |
Basic Weighted-Average Common Shares Outstanding | 339,187,545 | 339,187,545 | 339,187,545 | 307,187,545 | |
Effect of dilutive securities | |||||
Convertible preferred stock - Series B | 11,818,181 | - | - | - | |
Warrants | 76,923 | - | - | - | |
Options | 1,075,015 | - | - | - | |
Diluted Weighted-Average Common Shares Outstanding | 352,154,664 | 339,187,545 | 339,187,545 | 307,187,545 | |
Basic Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
Diluted Income (loss) Per Common Share | 0.00017 | -0.0011 | -0.0018 | -0.0053 | |
Note_1_History_and_Basis_of_Pr4
Note 1 - History and Basis of Presentation: Income/loss Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | September 30, | ||
2014 | 2013 | ||
Convertible notes | 18,900,000 | 18,900,000 | |
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |
Warrants | 3,083,332 | 24,585,662 | |
Compensation-based stock options and warrants | 43,576,243 | 69,208,483 | |
77,377,756 | 124,512,326 |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment: Property, Plant and Equipment (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | |||
Property, Plant and Equipment | |||
September 30, | December 31, | ||
2014 | 2013 | ||
Land | $4,372,890 | $4,512,630 | |
Plantation development costs | $10,371,194 | $10,311,286 | |
Plantation equipment | $1,474,227 | $1,510,878 | |
Office equipment | $107,769 | $299,756 | |
Total cost | 16,326,079 | 16,634,550 | |
Less accumulated depreciation | -1,272,224 | -1,138,769 | |
Property and equipment, net | $15,053,855 | $15,495,781 |
Note_5_Intangible_Assets_Sched
Note 5 - Intangible Assets: Schedule of Intangible Assets (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | |||
Schedule of Intangible Assets | |||
September 30, | December 31, | ||
2014 | 2013 | ||
Intangible Assets | $4,168,841 | $4,168,841 | |
Less accumulated amortization | -379,811 | -195,892 | |
Intangible Assets, net | $3,789,030 | $3,972,949 |
Note_7_Stock_Options_and_Warra1
Note 7 - Stock Options and Warrants: Summary of The Status of Options and Compensation-based Warrants (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | |||||
Summary of The Status of Options and Compensation-based Warrants | |||||
Weighted | |||||
Weighted | Average | ||||
Shares | Average | Remaining | Aggregate | ||
Under | Exercise | Contractual | Intrinsic | ||
Option | Price | Life | Value | ||
Outstanding at December 31, 2013 | 69,375,311 | 0.01 | 6.6 years | - | |
Granted | 4,700,000 | 0.01 | |||
Exercised | - | - | |||
Forfeited | -350,000 | 0.02 | |||
Expired | -1,080,000 | 0.04 | |||
Outstanding at September 30, 2014 | 72,645,311 | 0.02 | 7.8 years | $56,745 | |
Vested and Exercisable at September 30, 2014 | 52,968,233 | $0.02 | 2.5 years | $43,195 |
Note_7_Stock_Options_and_Warra2
Note 7 - Stock Options and Warrants: Stock Warrants (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | |||||
Stock Warrants | Weighted | ||||
Weighted | Weighted | ||||
Shares | Average | Average | Aggregate | ||
Under | Exercise | Remaining | Intrinsic | ||
Warrant | Price | Contractual life | Value | ||
Outstanding at December 31, 2013 | 2,000,000 | 0.01 | 9.24 years | $20,000 | |
Issued | 1,083,332 | 0.012 | 2.25 years | $- | |
Exercised | - | ||||
Expired | - | ||||
Outstanding at September 30, 2014 | 3,083,332 | 0.0117 | 6.31 years | $- | |
Note_8_Acquisition_of_Camelina1
Note 8 - Acquisition of Camelina Assets and Sustainable Oils: Business Acquisition, Pro Forma Information (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | |||
Business Acquisition, Pro Forma Information | Revenue | Net Losses | |
Actual March 13, 2013 - September 30, 2013 | $31,065 | ($626,437) | |
2013 Supplemental pro forma from | $214,358 | ($1,650,321) | |
January 1 - September 30, 2013 | |||
Note_1_History_and_Basis_of_Pr5
Note 1 - History and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Details | |
Entity Incorporation, Date of Incorporation | 20-Nov-91 |
Note_1_History_and_Basis_of_Pr6
Note 1 - History and Basis of Presentation: Principles of Consolidation: GCE Mexico I, LLC And Subsidiaries Condensed Consolidated Balance Sheets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||
CURRENT ASSETS | $652,456 | $449,855 |
PROPERTY AND EQUIPMENT, NET | 15,053,855 | 15,495,781 |
OTHER NONCURRENT ASSETS | 6,039 | 7,021 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
CURRENT LIABILITIES | 7,048,206 | 6,921,687 |
LONG-TERM LIABILITIES | 18,412,289 | 15,707,745 |
GCE Mexico I LLC And Subsidiaries | ||
ASSETS | ||
CURRENT ASSETS | 227,755 | 339,900 |
PROPERTY AND EQUIPMENT, NET | 14,593,063 | 14,911,720 |
OTHER NONCURRENT ASSETS | 3,413 | 3,522 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
CURRENT LIABILITIES | 298,315 | 378,438 |
LONG-TERM LIABILITIES | 18,196,954 | 16,297,060 |
TOTAL LIABILITIES | $18,495,269 | $16,675,498 |
Note_1_History_and_Basis_of_Pr7
Note 1 - History and Basis of Presentation: Principles of Consolidation (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
Cash and cash equivalents | $313,452 | $216,531 | |
GCE Mexico I LLC And Subsidiaries | |||
Cash and cash equivalents | 107,131 | ||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Tizimin | |||
Cash and cash equivalents | $206,000 | ||
Sustainable Oils, LLC | |||
Equity Method Investment, Ownership Percentage | 100.00% |
Note_1_History_and_Basis_of_Pr8
Note 1 - History and Basis of Presentation: Inventory (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Details | ||
Losses related to the valuation of inventory | $0 | $306,542 |
Note_1_History_and_Basis_of_Pr9
Note 1 - History and Basis of Presentation: Income/loss Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Details | ||||
Net Income (loss) | $58,226 | ($382,285) | ($617,509) | ($1,640,256) |
Basic Weighted Average Common Shares Outstanding | 339,187,545 | 339,187,545 | 339,187,545 | 307,187,545 |
Dilutive Securities, Effect on Basic Earnings Per Share, ESOP Convertible Preferred Stock | 11,818,181 | 0 | 0 | 0 |
Warrants | 76,923 | 0 | 0 | 0 |
Options | $1,075,015 | $0 | $0 | $0 |
Diluted Weighted-Average Common Shares Outstanding | 352,154,664 | 339,187,545 | 339,187,545 | 307,187,545 |
Basic Income (loss) Per Common Share | $0.00 | ($0.00) | ($0.00) | ($0.01) |
Diluted Income (loss) Per Common Share | $0.00 | ($0.00) | ($0.00) | ($0.01) |
Recovered_Sheet1
Note 1 - History and Basis of Presentation: Income/loss Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 77,377,756 | 124,512,326 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,900,000 | 18,900,000 |
Convertible Preferred Stock - Series B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,818,181 | 11,818,181 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,083,332 | 24,585,662 |
Compensation Based Stock Options and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43,576,243 | 69,208,483 |
Recovered_Sheet2
Note 1 - History and Basis of Presentation: Long Lived Assets (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Details | |
Fair Value Inputs, Long-term Revenue Growth Rate | 30.00% |
Fair Value Inputs, Discount Rate | 65.00% |
Fair Value Assumptions, Expected Term | 15 years |
Note_2_Going_Concern_Considera1
Note 2 - Going Concern Considerations (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Details | |||||
Net Loss | $58,226 | ($382,285) | ($617,509) | ($1,640,256) | |
Accumulated deficit | 28,956,385 | 28,956,385 | 28,338,875 | ||
Net Cash Provided by (Used in) Continuing Operations | -637,891 | -11,157,125 | |||
Working Capital | -6,395,750 | -6,395,750 | |||
Capital Contributions from the Preferred Membership Interest | 22,111,826 | ||||
Mortgages Issued for Land Acquisition | $5,110,189 |
Note_3_Jatropha_Business_Ventu1
Note 3 - Jatropha Business Venture (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Proceeds from issuance of preferred membership in GCE Mexico I, LLC | $952,435 | $1,310,030 |
Capital Contributions from the Preferred Membership Interest | 22,111,826 | |
GCE Mexico I LLC And Subsidiaries | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Investors Preferential Return Rate | 12.00% | |
Investors Preferential Return During Period | 1,977,862 | 1,846,446 |
The accrued amount of preferential return for holders of the preferred membership interest. | $9,420,592 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Property, Plant and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property Plant and Equipment, Gross | $16,326,079 | $16,634,550 |
Less accumulated depreciation | -1,272,224 | -1,138,769 |
Property and equipment, net | 15,053,855 | 15,495,781 |
Land | ||
Property Plant and Equipment, Gross | 4,372,890 | 4,512,630 |
Plantation Development Costs | ||
Property Plant and Equipment, Gross | 10,371,194 | 10,311,286 |
Plantation Equipment | ||
Property Plant and Equipment, Gross | 1,474,227 | 1,510,878 |
Office Equipment | ||
Property Plant and Equipment, Gross | $107,769 | $299,756 |
Note_5_Intangible_Assets_Detai
Note 5 - Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Details | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Finite-Lived Intangible Assets, Amortization Method | straight-line method |
Note_5_Intangible_Assets_Sched1
Note 5 - Intangible Assets: Schedule of Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ||
Intangible Assets | $4,168,841 | $4,168,841 |
Less accumulated amortization | -379,811 | -195,892 |
Intangible Assets, net | $3,789,030 | $3,972,949 |
Note_6_Debt_Details
Note 6 - Debt (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | |
Notes Payable to Shareholder | |||
Long-term Debt, Gross | $26,000 | $26,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Interest Payable, Current | 54,970 | 51,858 | |
Convertible Debt Securities | Investor | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Debt Instrument, Face Amount | 130,000 | ||
Class of Warrant or Right, Outstanding | 1,083,332 | ||
Debt Instrument, Convertible, Conversion Price | $0.01 | ||
Convertible Debt Securities | GCE Mexico I LLC And Subsidiaries | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.97% | ||
Debt Instrument, Face Amount | 567,000 | ||
Class of Warrant or Right, Outstanding | 1,890,000 | ||
Debt Instrument, Maturity Date, Description | The Convertible Notes mature on the earlier of (i) March 16, 2012, or (ii) upon written demand of payment by the note holders following the Company’s default thereunder. The maturity date of the Convertible Notes have been extended until March 15, 2015. | ||
Debt Instrument, Interest Rate Terms | payable quarterly in cash, in arrears, on each year anniversary of the issuance of the convertible notes. The Company may at its option, in lieu of paying interest in cash, pay interest by delivering a number of unregistered shares of its common stock equal to the quotient obtained by dividing the amount of such interest by the arithmetic average of the volume weighted average price for each of the five consecutive trading days immediately preceding the interest payment date. | ||
Debt Instrument, Convertible, Conversion Price | $0.03 | ||
Sustainable Oils LLC Acquisition | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Debt Instrument, Face Amount | $1,300,000 | ||
Debt Instrument, Maturity Date, Description | payable upon the earlier of the following: (a) to the extent of 35.1% of, and on the third business day after, the receipt by the Company of any Qualified Funding; or (b) September 13, 2014 (the “Maturity Date”). In September 2014, the Company amended the note by extending the maturity date to December 31, 2014 and returning the certain Camelina assets to Targeted Growth, Inc. at the book value of $190,500. Thus, the outstanding balance of the note and related accrued interest was reduced by the value of the assets returned for the same book value of $190,500. | ||
Sustainable Oils LLC Acquisition | Subsequent Event | |||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% |
Note_7_Stock_Options_and_Warra3
Note 7 - Stock Options and Warrants (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share Price | $0.01 | |
Share-based Compensation | $44,287 | $122,689 |
Compensation Cost Not yet Recognized, Stock Based Payments | $100,491 | |
Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 16 days | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000,000 | |
Fair Value Assumptions, Method Used | Black-Scholes option pricing model | |
Risk Free Interest Rate | 0.77% | |
Expected Volatility Rate | 175.00% | |
Expected Life | 7 years 9 months 18 days |
Note_7_Stock_Options_and_Warra4
Note 7 - Stock Options and Warrants: Summary of The Status of Options and Compensation-based Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Details | ||
Options, Outstanding | 69,375,311 | |
Options, Outstanding, Weighted Average Exercise Price | $0.01 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | 6 years 7 months 6 days |
Options, Outstanding, Intrinsic Value | $0 | |
Options, Granted | 4,700,000 | |
Options, Granted, Weighted Average Exercise Price | $0.01 | |
Options, Forfeited | -350,000 | |
Options, Forfeited, Weighted Average Exercise Price | $0.02 | |
Options, Expired | -1,080,000 | |
Options, Expired, Weighted Average Exercise Price | $0.04 | |
Options, Outstanding | 72,645,311 | 69,375,311 |
Options, Outstanding, Weighted Average Exercise Price | $0.02 | $0.01 |
Options, Outstanding, Intrinsic Value | 56,745 | 0 |
Options, Vested and Expected to Vest | 52,968,233 | |
Options, Vested and Expected to Vest, Weighted Average Exercise Price | $0.02 | |
Options, Vested and Expected to Vest, Weighted Average Remaining Contractual Life | 2 years 6 months | |
Options, Vested and Expected to Vest, Aggregate Intrinsic Value | $43,195 |
Note_7_Stock_Options_and_Warra5
Note 7 - Stock Options and Warrants: Stock Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Details | ||
Warrants, Outstanding | 3,083,332 | 2,000,000 |
Warrants, Weighted Average Exercise Price | 0.0117 | 0.01 |
Warrants, Weighted Average Remaining Contractual Life | 6 years 3 months 22 days | 9 years 2 months 26 days |
Warrants, Aggregate Intrinsic Value, Outstanding | $0 | $20,000 |
Warrants, Issued | 1,083,332 | |
Warrants Issued, Weighted Average Grant Date Fair Value | $0.01 | |
Warrants, Issued, Weighted Average Remaining Contractual Life | 2 years 3 months | |
Aggregate Intrinsic Value, Issued | 0 | |
Warrants, Exercised | 0 | |
Warrants, Expired | 0 | |
Warrants, Outstanding | 3,083,332 | 2,000,000 |
Warrants, Weighted Average Exercise Price | 0.0117 | 0.01 |
Warrants, Aggregate Intrinsic Value, Outstanding | $0 | $20,000 |
Note_8_Acquisition_of_Camelina2
Note 8 - Acquisition of Camelina Assets and Sustainable Oils: Business Acquisition, Pro Forma Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 7 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | |
Total Revenue | $496,080 | $59,903 | $742,746 | $214,358 | |
Net loss | -329,401 | -705,329 | -1,822,516 | -3,328,724 | |
Sustainable Oils, LLC | Scenario, Actual | |||||
Total Revenue | 31,065 | ||||
Net loss | -626,437 | ||||
Sustainable Oils, LLC | Pro Forma | |||||
Business Acquisition, Pro Forma Revenue | 214,358 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | ($1,650,321) |