Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Global Clean Energy Holdings, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000748790 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 339,187,545 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $240,551 | $941,579 |
Accounts receivable | 11,670 | 2,100 |
Inventory | 34,423 | 1,564 |
Other current assets | 173,966 | 298,586 |
Total Current Assets | 460,610 | 1,243,829 |
PROPERTY AND EQUIPMENT, NET | 15,410,631 | 14,559,002 |
INVESTMENT HELD FOR SALE | ' | 288,536 |
DEFERRED GROWING COST | 3,340,869 | 3,378,990 |
INTANGIBLE ASSETS, NET | 3,762,939 | ' |
OTHER NONCURRENT ASSETS | 8,796 | 11,372 |
TOTAL ASSETS | 22,983,845 | 19,481,729 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 3,667,929 | 1,135,594 |
Accrued payroll and payroll taxes | 1,241,697 | 1,018,894 |
Capital lease liability - current portion | 4,345 | 42,829 |
Notes payable - current portion | 75,000 | 60,800 |
Convertible notes payable | 567,000 | 567,000 |
Total Current Liabilities | 5,555,971 | 2,825,117 |
LONG-TERM LIABILITIES | ' | ' |
Accrued interest payable | 2,821,346 | 2,121,787 |
Accrued return on noncontrolling interest | 6,810,029 | 4,963,582 |
Notes payable - long term portion | 1,301,000 | 40,200 |
Mortgage notes payable | 5,110,189 | 5,110,189 |
Total Long Term Liabilities | 16,042,564 | 12,235,758 |
STOCKHOLDERS' EQUITY (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 and 293,683,502 issued and outstanding | 339,187 | 293,683 |
Additional paid-in capital | 25,520,249 | 24,588,022 |
Accumulated deficit | -28,239,263 | -26,599,007 |
Accumulated other comprehensive loss | -134,804 | -56,121 |
Total Global Clean Energy Holdings, Inc. Stockholders' Deficit | -2,514,618 | -1,773,410 |
Noncontrolling interests | 3,899,928 | 6,194,264 |
Total equity | 1,385,310 | 4,420,854 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $22,983,845 | $19,481,729 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
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 | 293,683,502 |
Common Stock, shares outstanding | 339,187,545 | 293,683,502 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement | ' | ' | ' | ' |
Revenue | $59,903 | $78,644 | $163,843 | $288,080 |
Subsidy Income | 0 | 39,431 | 50,515 | 505,017 |
Total Revenue | 59,903 | 118,075 | 214,358 | 793,097 |
Operating Expenses | ' | ' | ' | ' |
General and administrative | 442,781 | 418,663 | 1,683,943 | 1,671,040 |
Write down of impaired long lived assets | ' | 526,953 | 306,542 | 526,953 |
Plantation operating costs | 97,853 | 182,322 | 715,686 | 533,566 |
Total Operating Expenses | 540,634 | 1,127,938 | 2,706,171 | 2,731,559 |
Loss from Operations | -480,731 | -1,009,863 | -2,491,813 | -1,938,462 |
Other Income (Expenses) | ' | ' | ' | ' |
Other income | 57 | 25 | 80 | 82 |
Interest expense | -225,163 | -224,288 | -683,569 | -632,415 |
Gain on settlement of liabilities | ' | 80,817 | 24,966 | 595,290 |
Loss on sale of investment held for sale | ' | ' | -178,896 | ' |
Foreign currency transaction gain (loss) | 508 | 84 | 508 | -960 |
Net Other Income (Expenses) | -224,598 | -143,362 | -836,911 | -38,003 |
Loss from Continuing Operations | -705,329 | -1,153,225 | -3,328,724 | -1,976,465 |
Gain from Discontinued Operations | ' | 1,698 | ' | ' |
Net Loss | -705,329 | -1,151,527 | -3,328,724 | -1,976,465 |
Less Net Loss Attributable to the Noncontrolling Interest | 323,044 | 979,876 | 1,688,468 | 1,760,896 |
Net Loss Attributable to Global Clean Energy Holdings, Inc. | -382,285 | -171,651 | -1,640,256 | -215,569 |
Amounts attributable to Global Clean Energy Holdings, Inc. common shareholders: | ' | ' | ' | ' |
Loss from Continuing Operations | -382,285 | -173,349 | -1,640,256 | -215,569 |
Income from Discontinued Operations | ' | 1,698 | ' | ' |
Net Loss | ($382,285) | ($171,651) | ($1,640,256) | ($215,569) |
Basic Loss per Common Share: | ' | ' | ' | ' |
Loss from Continuing Operations | ($0.00) | ($0.00) | ($0.01) | ($0.00) |
Loss from Discontinued Operations | ' | ' | ' | ' |
Net Loss per Common Share | ($0.00) | ($0.00) | ($0.01) | ($0.00) |
Basic Weighted-Average Common Shares Outstanding | 339,187,545 | 293,683,502 | 307,187,545 | 290,694,577 |
Diluted Income (Loss) per Common Share: | ' | ' | ' | ' |
Income (Loss) from Continuing Operations | ($0.00) | ($0.00) | ($0.01) | ($0.00) |
Loss from Discontinued Operations | ' | ' | ' | ' |
Net Income (Loss) per Common Share | ($0.00) | ($0.00) | ($0.01) | ($0.00) |
Diluted Weighted-Average Common Shares Outstanding | 339,187,545 | 293,304,571 | 307,187,545 | 290,694,577 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement | ' | ' | ' | ' |
Net Loss | ($705,329) | ($1,151,527) | ($3,328,724) | ($1,976,465) |
Other comprehensive income (loss)- foreign currency translation adjustment | -410,235 | 990,579 | -148,135 | 1,064,067 |
Comprehensive Loss | -1,115,564 | -160,948 | -3,476,859 | -912,398 |
Add net loss attributable to the noncontrolling interest | 323,044 | 979,876 | 1,688,468 | 1,760,896 |
Add other comprehensive loss (income) attributable to noncontrolling interest | 290,193 | -1,017,240 | 69,452 | -1,086,090 |
Comprehensive Loss Attributable to Global Clean Energy Holdings, Inc. | ($502,327) | ($198,312) | ($1,718,939) | ($237,592) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) (USD $) | Series B | Common stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-Controlling Interests | Total |
Stockholders' Equity at Dec. 31, 2011 | $13 | $285,062 | $24,260,628 | ($26,662,294) | ($21,996) | $5,099,547 | $2,960,960 |
Shares, Outstanding at Dec. 31, 2011 | 13,000 | 285,062,812 | ' | ' | ' | ' | ' |
Contributions from noncontrolling interests | ' | ' | ' | ' | ' | 4,420,360 | 4,420,360 |
Issuance of common stock for cash, value | ' | 8,621 | 241,379 | ' | ' | ' | 250,000 |
Issuance of common stock for cash, shares | ' | 8,620,690 | ' | ' | ' | ' | ' |
Share-based compensation from issuance of options and compensation-based warrants | ' | ' | 39,204 | ' | ' | ' | 39,204 |
Accrual of preferential return for the noncontrolling interests | ' | ' | ' | ' | ' | -1,487,084 | -1,487,084 |
Foreign currency translation gain (loss) | ' | ' | ' | ' | -22,023 | 1,086,090 | 1,064,067 |
Net Income (Loss) | ' | ' | ' | -215,569 | ' | -1,760,896 | -1,976,465 |
Stockholders' Equity at Sep. 30, 2012 | 13 | 293,683 | 24,541,511 | -26,877,863 | -44,019 | 7,358,017 | 5,271,042 |
Shares, Outstanding at Sep. 30, 2012 | 13,000 | 293,683,502 | ' | ' | ' | ' | ' |
Stockholders' Equity at Dec. 31, 2012 | 13 | 293,683 | 24,588,022 | -26,599,007 | -56,121 | 6,194,264 | 4,420,854 |
Shares, Outstanding at Dec. 31, 2012 | 13,000 | 293,683,502 | ' | ' | ' | ' | ' |
Contributions from noncontrolling interests | ' | ' | ' | ' | ' | 1,310,030 | 1,310,030 |
Issuance of common stock, value | ' | 40,000 | 760,000 | ' | ' | ' | 800,000 |
Issuance of common stock, shares | ' | 40,000,000 | ' | ' | ' | ' | ' |
Exercise of options, value | ' | 1,477 | 13,294 | 0 | ' | ' | 14,771 |
Exercise of options, shares | ' | 1,477,089 | ' | ' | ' | ' | -1,477,089 |
Exercise of warrants, value | ' | 4,027 | 36,243 | 0 | ' | ' | 40,270 |
Exercise of warrants, shares | ' | 4,026,954 | ' | ' | ' | ' | ' |
Issuance of common stock for services, value | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services, shares | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation from issuance of options and compensation-based warrants | ' | ' | 122,690 | ' | ' | ' | 122,690 |
Accrual of preferential return for the noncontrolling interests | ' | ' | ' | ' | ' | -1,846,446 | -1,846,446 |
Foreign currency translation gain (loss) | ' | ' | ' | ' | -78,683 | -69,452 | -148,135 |
Net Income (Loss) | ' | ' | ' | -1,640,256 | ' | -1,688,468 | -3,328,724 |
Stockholders' Equity at Sep. 30, 2013 | $13 | $339,187 | $25,520,249 | ($28,239,263) | ($134,804) | $3,899,928 | $1,385,310 |
Shares, Outstanding at Sep. 30, 2013 | 13,000 | 339,187,545 | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Activities | ' | ' |
Net Income (Loss) | ($3,328,724) | ($1,976,465) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Foreign currency transaction gain | ' | 960 |
Gain on settlement of liabilities | -24,966 | -595,290 |
Share-based compensation | 122,690 | 39,204 |
Write down of long lived assets | 15,000 | 526,953 |
Write down of inventory | 306,542 | ' |
Loss on sale of investment held for sale | 178,896 | ' |
Depreciation and amortization | 350,956 | 211,915 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -10,000 | -2,925 |
Inventory | 90,721 | 109,808 |
Other current assets | 119,222 | -52,942 |
Deferred growing costs | ' | -1,257,539 |
Accounts payable and accrued expenses | 1,011,321 | 795,655 |
Deferred revenue | ' | -89,197 |
Other noncurrent assets | 11,217 | -11,849 |
Net Cash Used in Operating Activities | -1,157,125 | -2,301,712 |
Investing Activities | ' | ' |
Plantation development costs | -944,670 | -1,902,838 |
Purchase of property and equipment | -3,106 | -256,455 |
Disposal of property and equipment | ' | -1,637 |
Proceeds from sale of property and equipment | 186,737 | ' |
Net Cash Used in Investing Activities | -761,039 | -2,160,930 |
Financing Activities | ' | ' |
Proceeds from issuance of common stock | ' | 250,000 |
Proceeds from exercise of warrants | 55,041 | ' |
Proceeds from issuance of preferred membership in GCE Mexico I, LLC | 1,310,030 | 4,420,360 |
Payments on capital leases and notes payable | -43,698 | -36,723 |
Net Cash Provided by Financing Activities | 1,321,373 | 4,633,637 |
Effect of exchange rate changes on cash | -104,237 | 21,645 |
Net change in Cash and Cash Equivalents | -701,028 | 192,640 |
Cash and Cash Equivalents at Beginning of Period | 941,579 | 676,780 |
Cash and Cash Equivalents at End of Period | 240,551 | 869,420 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Cash paid for interest | 9,513 | 30,764 |
Noncash Investing and Financing activities: | ' | ' |
Accrual of return on noncontrolling interest | 1,846,446 | 1,487,084 |
Acquisitions: | ' | ' |
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 | ' |
Note_1_History_and_Basis_of_Pr
Note 1 - History and Basis of Presentation | 9 Months Ended | ||
Sep. 30, 2013 | |||
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 include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries, and the variable interest entities of GCE Mexico, and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). 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. | |||
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 acquistion include the assets, liabilities and results of operations of that entity. | |||
Unaudited Interim Condensed Consolidated Financial Statements | |||
The accompanying unaudited condensed consolidated financial statements 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 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission. The consolidated results of operations for the nine months ended September 30, 2013, may not be indicative of the results that may be expected for the year ending December 31, 2013. | |||
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. | |||
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. As of September 30, 2013 and 2012, all convertible instruments were anti-dilutive. | |||
The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at September 30, 2013 and 2012, as follows: | |||
30-Sep-13 | 30-Sep-12 | ||
Convertible notes | 18,900,000 | 18,900,000 | |
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |
Warrants | 1,708,184 | 24,585,662 | |
Compensation-based stock options and warrants | 63,425,311 | 57,981,483 | |
95,851,676 | 113,285,326 | ||
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 oil revenue - The Company’s primary source of revenue will 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 three quarters ended September 30, 2013, the company had no significant Jatropha Oil 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 the separate contract. | |||
Agricultural subsidies income - the Company receives agricultural subsidies from the Mexican government. Due to the uncertainty of these payments, the income is recognized when the payments are received. | |||
Comprehensive Loss | |||
Comprehensive loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive income (loss) requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive loss. | |||
On January 1, 2012, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2011-05, an amendment to Accounting Standards Codification (ASC) 220, Comprehensive Income. ASU 2011-05 introduces a new statement, the Consolidated Statement of Comprehensive Income, which begins with net loss and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings, but are reported directly to equity, under U.S. GAAP. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive loss but are excluded from net loss. The amendments became effective since the first quarter 2012 financial statements. The amendments affect only the display of those components of equity categorized as other comprehensive loss and do not change existing recognition and measurement requirements that determine net loss. | |||
Foreign Currency Translation | |||
In April 2008, the Company entered into a joint venture establishing a company in Mexico. The functional currency is the Mexican Peso. All transactions are translated into U.S. dollars for financial reporting purposes. Balance Sheet accounts are translated at the end-of-period rates while income and expenses are translated at the average of the beginning and end of period rates. The Mexico Peso Balance Sheet foreign currency exchange rate at September 30, 2013 was 13.14% and the income statement average beginning and ending rate was 12.90%. For the nine month period of September 30, 2013 and 2012, translation losses amounted to $148,135 and $1,064,067, respectively and are shown as a separate component of comprehensive income and stockholders’ equity as accumulated other comprehensive income and noncontrolling interest. |
Note_2_Going_Concern_Considera
Note 2 - Going Concern Considerations | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2 - Going Concern Considerations | ' |
Note 2 – Going Concern Considerations | |
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred losses from continuing operations applicable to its common shareholders of $3,328,724 and $1,976,465 for the nine-months ended September 30, 2013, and September 30, 2012, respectively, has an accumulated deficit applicable to its common shareholders of $28,239,263 at September 30, 2013. The Company also used cash in operating activities of $1,157,125 and $2,301,712 during the nine-month period ended September 30, 2013 and September 30, 2012, respectively. At September 30, 2013, the Company has negative working capital of $5,095,365 and a stockholders’ deficit attributable to its stockholders of $2,514,618. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company commenced its new 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 to date received $20,870,733 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. 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, 2013 | |
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 identified 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. All of these transactions are described in further detail in the remainder of the notes. | |
LODEMO Agreement | |
On October 15, 2007, the Company entered into a service agreement with Corporativo LODEMO S.A DE CV, a Mexican corporation (the LODEMO Group), to provide services related to the establishment, development, and day-to-day operations of the Company’s Jatropha Business in Mexico. The Agreement had a 20-year term but could be terminated or modified earlier by the Company under certain circumstances. In June 2009, the scope of work previously performed by LODEMO was reduced and modified based upon certain labor functions being provided internally by the Company and by Asideros, the Company’s Mexican subsidiary, on a go-forward basis. This agreement was cancelled in 2009. As of September 30, 2013 and as of December 31, 2012, the Company’s financial statements reflect that it owes the LODEMO Group $251,500 for accrued, but unpaid, compensation and cost. The Company disputes the total of these charges and has been in discussions with LODEMO to resolve this liability. | |
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 $1,310,030 and $4,420,360 during the nine months ended September 30, 2013 and September 30, 2012, respectively, and total contributions of $20,870,733 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 $1,846,446, and $1,487,084 during the nine months ended September 30, 2013 and September 30, 2012, respectively, and totals $6,810,029 since the execution of the LLC Agreement. | |
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. | |
Technology Alternatives, Limited | |
On July 9, 2009, the Company purchased 100% of the stock of Technology Alternatives, Limited (“TAL”), a company formed under the laws of Belize in Central America. TAL owned approximately 400 acres of land that was used as a Jatropha farm. The land was sold in May 2013. | |
The Company owed the former shareholders of TAL $526,462 Belize dollars, including capitalized interest of $10,322 Belize Dollars (US $280,170 based on exchange rates in effect on the funding date of May 17, 2013). The holders agreed to accept $195,747 USD as payment in full for the promissory notes when the land was sold on May 17, 2013 at a discounted sales price of $395,000 USD. The unpaid principal balance of $84,422 of the notes, plus accrued interest of $28,078, was forgiven by the shareholders and written off by the Company. The related gain on forgiveness is included in Loss on Sale of Investment Held for Sale on the statement of operations. |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 4 - Property and Equipment | ' | ||
Note 4 – Property and Equipment | |||
Property and equipment are as follows: | |||
30-Sep-13 | 31-Dec-12 | ||
Land | $4,488,103 | $4,539,314 | |
Plantation development costs | 10,202,721 | 9,229,638 | |
Plantation equipment | 1,694,564 | 1,546,971 | |
Office equipment | 109,005 | 108,598 | |
Total cost | 16,494,393 | 15,424,521 | |
Less accumulated depreciation | -1,083,762 | -865,518 | |
Property and equipment, net | $15,410,631 | $14,559,002 | |
Commencing in June 2008, Asideros I purchased certain equipment for purposes of rapidly clearing the land, preparing the land for planting, and actually planting the Jatropha trees. The Company has capitalized farming equipment and costs related to the development of land for farm use in accordance with generally accepted accounting principles for accounting by agricultural producers and agricultural cooperatives. Plantation equipment is depreciated using the straight-line method over estimated useful lives of 5 to 15 years. Depreciation expense has been capitalized as part of plantation development costs through the date that the plantation becomes commercially productive. The initial plantations were deemed to be commercially productive on October 1, 2009, at which date the Company commenced the depreciation of plantation development costs over estimated useful lives of 10 to 35 years, depending on the nature of the development. Developments and other improvements with indefinite lives are capitalized and not depreciated. Other developments that have a limited life and intermediate-life plants that have growth and production cycles of more than one year are being depreciated over their useful lives once they are placed in service. The land, plantation development costs, and plantation equipment are located in Mexico. |
Note_5_Intangible_Assets
Note 5 - Intangible Assets | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 5 - Intangible Assets | ' |
Note 5 – Intangible Assets | |
In March 2013, the Company purchased certain intangible assets as part of the acquisition of Sustainable Oils, LLC. See further discussion on acquisition in Note 10. 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. |
Note_6_Debt
Note 6 - Debt | 9 Months Ended |
Sep. 30, 2013 | |
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 amount of $26,000 at September 30, 2013 and December 31, 2012. The notes originated in 1999, bear interest at 12%, are unsecured, and are currently in default. Accrued interest on the notes totaled $51,858 at September 30, 2013 and December 31, 2012, respectively. | |
As more fully disclosed in Note 3 the Company had issued promissory notes to the former shareholders of TAL in the aggregate amount of $526,462 Belize dollars, (US $268,630 based on exchange rates in effect at December 31, 2012), including capitalized interest of $10,322 Belize Dollars. The notes were secured by a mortgage on the land and related improvements, all of which were sold on May 17, 2013 at a discounted price of $395,000. The holders agreed to accept $195,747 as payment in full for these mortgage notes when the land was sold on May 17, 2013. The balance of $84,422 in notes payable was forgiven by the holders and written off. | |
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 may be extended by written notice made by the note holders at any time prior to March 16, 2012. The notes, plus any related accrued interest, were due on September 30, 2013. The holders of these notes have not yet declared a formal default and have not taken any action to foreclose. The holders of the loans have previously voluntarily agreed to extend the maturity date of these loans. Interest accrues on the convertible notes at a rate of 5.97% per annum, and is payable quarterly in cash, in arrears, on each nine-month 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. | |
Mortgage Notes Payable | |
The investors holding the preferred membership units of GCE Mexico also directly funded the purchase by Asideros I of approximately 5,000 acres of land in the State of Yucatan in Mexico by the payment of $2,051,282, The land was acquired in the name of Asideros I, and Asideros I issued a mortgage in the amount of $2,051,282 in favor of the two original investors. These two investors also directly funded the purchase by Asideros 2 of approximately 4,500 acres, and a second parcel by Asideros 2 of approximately 600 acres of land adjacent to the land owned by Asideros by the total payment of $963,382. The land was acquired in the name of Asideros 2 and Asideros 2 issued mortgages in the amount of $963,382 in favor of these two investors. These mortgages bear interest at the rate of 12% per annum, payable quarterly. The parties have agreed to accrue the interest until such time as the Board determines that there is sufficient cash flow to pay all accrued interest. The initial mortgage, including any unpaid interest, is due in April 2018. The second mortgage, including any unpaid interest, is due in February 2020. | |
In October 2011, the two original investors also directly funded the purchase by Asideros 3 of approximately 5,600 acres for a total $2,095,525. The land was acquired in the name of Asideros 3 and Asideros 3 issued mortgages in the amount of $2,095,525 in favor of these two investors. These mortgages bear interest at the rate of 12% per annum, payable quarterly. The Board has directed that this interest shall continue to accrue until such time as the Board determines that there is sufficient cash flow to pay all accrued interest. The initial mortgage, including any unpaid interest, is due in October 2021. | |
In November 2012, one of the two holders of the preferred membership interests acquired all of the ownership interests of the other member. Accordingly, all of the foregoing obligations are now owed to the sole holder of GCE Mexico’s preferred membership interests. | |
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. as part of the acquisition of Sustainable Oils, LLC. The note bears 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”). The term “Qualified Funding” means all equity funding in excess of the $800,000, in the aggregate, received by the Company, its subsidiary or an affiliate after the date hereof for its Camelina business. | |
Settlement of Liabilities | |
The Company has settled certain liabilities previously carried on the consolidated balance sheet, which settlements resulted in gains from the extinguishment of liabilities. There was a $24,966 gain on settlement of liabilities for the nine months ended September 30, 2013, and a gain of $595,290 for the nine months ended September 30, 2012. The gain in 2012 was primarily from the settlement or expiration of historic liabilities primarily incurred by prior management in connection with the discontinued pharmaceutical operations. In addition, the Company wrote off certain liabilities that had been extinguished with the passage of time for collection under applicable statutes of limitation laws. |
Note_7_Common_Stock
Note 7 - Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 7 - Common Stock | ' |
Note 7 - Common Stock | |
In March 2013, the Company issued 40,000,000 shares, at $.02 per share as partial consideration of the business purchase that included certain assets, patents, and other intellectual property and rights related to the development of Camelina sativa as a biofuels feedstock that it acquired. |
Note_8_Stock_Options_and_Warra
Note 8 - Stock Options and Warrants | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Notes | ' | |||||
Note 8 - Stock Options and Warrants | ' | |||||
Note 8 – Stock Options and Warrants | ||||||
Stock Options and Compensation-Based Warrants | ||||||
The Company has an incentive stock option plan wherein 20,000,000 shares of the Company’s common stock are reserved for issuance thereunder. | ||||||
Additionally, Richard Palmer, the President of the Company has been granted stock options to purchase 12,000,000 shares of the Company’s common stock, subject to the Company’s achievement of certain market capitalization goals. | ||||||
No income tax benefit has been recognized for share-based compensation arrangements. The Company has recognized plantation development costs totaling $124,565 related to a liability that was satisfied by the issuance of warrants in 2008. Otherwise, no share-based compensation cost has been capitalized in theconsolidated balance sheet. | ||||||
A summary of the status of options and compensation-based warrants at September 30, 2013, 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, 2012 | 68,608,483 | $0.02 | 4.3 years | - | ||
Granted | 6,850,000 | 0.01 | ||||
Exercised | -1,477,089 | 0.01 | ||||
Forfeited | -5,630,000 | 0.01 | ||||
Expired | -4,926,083 | 0.03 | ||||
Outstanding at September 30, 2013 | 63,425,311 | 0.02 | 5.4 years | $246,724 | ||
Exercisable at September 30, 2013 | 41,814,900 | $0.03 | 3.0 years | 116,224 | ||
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 6,850,000 shares of common stock were issued in the nine-month period ended September 30, 2013 and none in the nine-month period ended 2012. The weighted average fair value of stock options issued during the nine months ended September 30, 2013 as $0.15. The weighted-average assumptions used for the stock options granted and compensation-based warrants issued during the nine months ended September 30, 2013 were risk-free interest rate of 1.13%, volatility of 181%, expected life of 5.0 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, 2013 closing price of $0.02 per share. | ||||||
Share-based compensation from all sources recorded during the nine months ended September 30, 2013 and 2012 was $122,690 and $39,204, respectively, and is reported as general and administrative expense in the accompanying condensed consolidated statements of operations. As of September 30, 2013, there is approximately $55,765 of unrecognized compensation cost related to stock-based payments that will be recognized over a weighted average period of approximately .34 years. | ||||||
Stock Warrants | ||||||
A summary of the status of the warrants outstanding at September 30, 2013, and changes during the nine months then 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, 2012 | 24,585,662 | 0.01 | .75 years | - | ||
Issued | - | - | ||||
Exercised | -4,026,954 | 0.01 | ($40,270) | |||
Expired | -18,850,524 | 0.01 | ($188,505) | |||
Outstanding at September 30, 2013 | 1,708,184 | 0.01 | .25 years | $85,409 | ||
Note_9_Discontinued_Operations
Note 9 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 9 - Discontinued Operations | ' |
Note 9 - Discontinued Operations | |
Pursuant to accounting rules for discontinued operations, the Company has classified all gain, revenue and expense related to the operations, assets, and liabilities of its bio-pharmaceutical business as discontinued operations. For the nine-month periods ended September 30, 2013 and 2012, Income from Discontinued Operations consists of the foreign currency transaction gains related to current liabilities associated with the discontinued operations that are denominated in Euros. |
Note_10_Acquisition_of_Camelin
Note 10 - Acquisition of Camelina Assets and Sustainable Oils | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 10 - Acquisition of Camelina Assets and Sustainable Oils | ' | ||
Note 10 - 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, LLC, (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. | |||
The Camelina Assets include: three issued U.S. patents on Camelina Sativa varieties; a substantial portfolio of other intellectual property assets, all of the Seller’s intellectual property related to the research, development, breeding and/or genetic development of Camelina; germplasm; licenses, consents, permits, variances, certifications and approvals granted by any governmental agencies relating to Camelina operations; machines, equipment, tractors and vehicles used in Camelina operations; the name “Sustainable Oils” and the Sustainable Oils logo; and certain trade secrets, know-how, and technical data. | |||
We currently intend to operate our Camelina business through a new subsidiary. We intend to capitalize that new subsidiary with the Sustainable Oils intellectual properties and operating assets that we recently purchased. In order to fund the operations and expansion of the Camelina operations, we intend to raise additional capital through the sale of debt or equity in the newly formed Camelina subsidiary. Sustainable Oils’ operations have been headquartered in Bozeman, Montana. We intend to continue to conduct our Camelina operations in Montana. Accordingly, in March 2013, we entered into a sublease with Targeted Oils, Inc., to sublease a portion of Targeted Growth’s research facilities and administrative offices in Bozeman, Montana. | |||
We paid for the Camelina Assets by issuing to Targeted Growth, Inc. (i) a secured promissory note in the principal amount of $1,300,000 (the “Promissory Note” – see note 6 for more details) and (ii) an aggregate of 40,000,000 shares of our common stock. Of the 40,000,000 shares, 4,000,000 shares will be held by an escrow agent for 15 months following the closing for the purpose of providing a partial security to support the indemnity provisions of the purchase agreement. The 40,000,000 shares were valued at the market price on March 14, 2013. | |||
The fair value of the consideration transferred to Targeted Growth, Inc. is in the following table: | |||
Investment in Sustainable Oils | |||
Notes Payable to Targeted Growth | $1,300,000 | ||
Cash (paid out) | 100 | ||
Common stock issued | 40,000 | ||
Additional paid in capital | 760,000 | ||
$2,100,100 | |||
The purchase price for the Sustainable Oils, LLC membership interests was $100. Sustainable Oils’ assets include 295,000 pounds of “certified” Camelina seeds that we intend to sell to farmers this year and/or next year for the production of Camelina feedstock. The liabilities of Sustainable Oils include an approximately $2.3 million liability to UOP LLC, which is secured by a lien on the three patents we acquired as part of the Camelina Assets. The foregoing debt owed to UOP LLC will remain a direct obligation of SusOils and not of this company. | |||
The amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed are as follows: | |||
Fair Values at | |||
Acquisition | |||
Date | |||
Prepaids and other assets | $260 | ||
Inventory | 430,141 | ||
Intangible Assets | 3,887,265 | ||
Equipment | 190,500 | ||
Accounts Payable to UOP | -2,286,727 | ||
Commitment for field testing | -79,000 | ||
Other accounts payable and accrued liabilities | -42,339 | ||
Total net assets of Sustainable Oils | $2,100,100 | ||
The value of the acquired identifiable intangible assets of $3,887,265 has been recorded as of the acquisition date of March 13, 2013. | |||
The amounts of Sustainable Oils, LLC '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 and January 1, 2012, are as follows: | |||
Revenue | Net Losses | ||
Actual March 13, 2013 - September 30, 2013 | $31,065 | ($626,437) | |
2013 Supplemental pro forma from January 1 - September 30, 2013 | $214,358 | ($1,640,256) | |
2012 Supplemental pro forma from January 1 - September 30, 2012 | 3,639,019 | ($68,700) | |
The cost incurred related to the acquisition of Sustainable Oils, LLC includes approximately $21,500 in legal and $6,000 in valuation fees. | |||
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_11_Subsequent_Event
Note 11 - Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 11 - Subsequent Event | ' |
Note 11 – Subsequent Event | |
On November 4, 2013, the Company entered into a Technical Services agreement in which the company will perform a financial analysis on the economic viability of an expanded Dominican Republic Energy farm. The contracted price for the analysis is $104,600, including estimated expenses. |
Note_1_History_and_Basis_of_Pr1
Note 1 - History and Basis of Presentation (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Policies | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The condensed consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries, and the variable interest entities of GCE Mexico, and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). 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. | |||
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 acquistion include the assets, liabilities and results of operations of that entity. | |||
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. | |||
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. As of September 30, 2013 and 2012, all convertible instruments were anti-dilutive. | |||
The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at September 30, 2013 and 2012, as follows: | |||
30-Sep-13 | 30-Sep-12 | ||
Convertible notes | 18,900,000 | 18,900,000 | |
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |
Warrants | 1,708,184 | 24,585,662 | |
Compensation-based stock options and warrants | 63,425,311 | 57,981,483 | |
95,851,676 | 113,285,326 | ||
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 oil revenue - The Company’s primary source of revenue will 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 three quarters ended September 30, 2013, the company had no significant Jatropha Oil 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 the separate contract. | |||
Agricultural subsidies income - the Company receives agricultural subsidies from the Mexican government. Due to the uncertainty of these payments, the income is recognized when the payments are received. | |||
Comprehensive Loss | ' | ||
Comprehensive Loss | |||
Comprehensive loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive income (loss) requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive loss. | |||
On January 1, 2012, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2011-05, an amendment to Accounting Standards Codification (ASC) 220, Comprehensive Income. ASU 2011-05 introduces a new statement, the Consolidated Statement of Comprehensive Income, which begins with net loss and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings, but are reported directly to equity, under U.S. GAAP. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive loss but are excluded from net loss. The amendments became effective since the first quarter 2012 financial statements. The amendments affect only the display of those components of equity categorized as other comprehensive loss and do not change existing recognition and measurement requirements that determine net loss. | |||
Foreign Currency Translation | ' | ||
Foreign Currency Translation | |||
In April 2008, the Company entered into a joint venture establishing a company in Mexico. The functional currency is the Mexican Peso. All transactions are translated into U.S. dollars for financial reporting purposes. Balance Sheet accounts are translated at the end-of-period rates while income and expenses are translated at the average of the beginning and end of period rates. The Mexico Peso Balance Sheet foreign currency exchange rate at September 30, 2013 was 13.14% and the income statement average beginning and ending rate was 12.90%. For the nine month period of September 30, 2013 and 2012, translation losses amounted to $148,135 and $1,064,067, respectively and are shown as a separate component of comprehensive income and stockholders’ equity as accumulated other comprehensive income and noncontrolling interest. |
Note_1_History_and_Basis_of_Pr2
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, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||
30-Sep-13 | 30-Sep-12 | ||
Convertible notes | 18,900,000 | 18,900,000 | |
Convertible preferred stock - Series B | 11,818,181 | 11,818,181 | |
Warrants | 1,708,184 | 24,585,662 | |
Compensation-based stock options and warrants | 63,425,311 | 57,981,483 | |
95,851,676 | 113,285,326 |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment: Property and Equipment (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Property and Equipment | ' | ||
30-Sep-13 | 31-Dec-12 | ||
Land | $4,488,103 | $4,539,314 | |
Plantation development costs | 10,202,721 | 9,229,638 | |
Plantation equipment | 1,694,564 | 1,546,971 | |
Office equipment | 109,005 | 108,598 | |
Total cost | 16,494,393 | 15,424,521 | |
Less accumulated depreciation | -1,083,762 | -865,518 | |
Property and equipment, net | $15,410,631 | $14,559,002 |
Note_8_Stock_Options_and_Warra1
Note 8 - Stock Options and Warrants: Summary of The Status of Options and Compensation-based Warrants (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
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, 2012 | 68,608,483 | $0.02 | 4.3 years | - | ||
Granted | 6,850,000 | 0.01 | ||||
Exercised | -1,477,089 | 0.01 | ||||
Forfeited | -5,630,000 | 0.01 | ||||
Expired | -4,926,083 | 0.03 | ||||
Outstanding at September 30, 2013 | 63,425,311 | 0.02 | 5.4 years | $246,724 | ||
Exercisable at September 30, 2013 | 41,814,900 | $0.03 | 3.0 years | 116,224 |
Note_8_Stock_Options_and_Warra2
Note 8 - Stock Options and Warrants: Stock Warrants (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Stock Warrants | ' | ||||
Weighted | |||||
Weighted | Weighted | ||||
Shares | Average | Average | Aggregate | ||
Under | Exercise | Remaining | Intrinsic | ||
Warrant | Price | Contractual life | Value | ||
Outstanding at December 31, 2012 | 24,585,662 | 0.01 | .75 years | - | |
Issued | - | - | |||
Exercised | -4,026,954 | 0.01 | ($40,270) | ||
Expired | -18,850,524 | 0.01 | ($188,505) | ||
Outstanding at September 30, 2013 | 1,708,184 | 0.01 | .25 years | $85,409 |
Note_10_Acquisition_of_Camelin1
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Tables) | 9 Months Ended | |
Sep. 30, 2013 | ||
Tables/Schedules | ' | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | ' | |
Investment in Sustainable Oils | ||
Notes Payable to Targeted Growth | $1,300,000 | |
Cash (paid out) | 100 | |
Common stock issued | 40,000 | |
Additional paid in capital | 760,000 | |
$2,100,100 |
Note_10_Acquisition_of_Camelin2
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Schedule of Business Acquisitions, by Acquisition (Tables) | 9 Months Ended | |
Sep. 30, 2013 | ||
Tables/Schedules | ' | |
Schedule of Business Acquisitions, by Acquisition | ' | |
Fair Values at | ||
Acquisition | ||
Date | ||
Prepaids and other assets | $260 | |
Inventory | 430,141 | |
Intangible Assets | 3,887,265 | |
Equipment | 190,500 | |
Accounts Payable to UOP | -2,286,727 | |
Commitment for field testing | -79,000 | |
Other accounts payable and accrued liabilities | -42,339 | |
Total net assets of Sustainable Oils | $2,100,100 |
Note_10_Acquisition_of_Camelin3
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Business Acquisition, Pro Forma Information (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
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 January 1 - September 30, 2013 | $214,358 | ($1,640,256) | |
2012 Supplemental pro forma from January 1 - September 30, 2012 | 3,639,019 | ($68,700) | |
Note_1_History_and_Basis_of_Pr3
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, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 95,851,676 | 113,285,326 |
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 | 1,708,184 | 24,585,662 |
Compensation Based Stock Options and Warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 63,425,311 | 57,981,483 |
Note_1_History_and_Basis_of_Pr4
Note 1 - History and Basis of Presentation: Foreign Currency Translation (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Details | ' | ' | ' |
Foreign Currency Exchange Rate, Translation | ' | 0.1314 | ' |
Foreign Currency Exchange Rate Translation Average | ' | 12.90% | ' |
Foreign currency translation gain (loss) | ($1,064,067) | $148,135 | ($1,064,067) |
Foreign currency translation gain (loss) | $1,064,067 | ($148,135) | $1,064,067 |
Note_2_Going_Concern_Considera1
Note 2 - Going Concern Considerations (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Details | ' | ' | ' | ' | ' |
Loss from Continuing Operations | ($705,329) | ($1,153,225) | ($3,328,724) | ($1,976,465) | ' |
Accumulated deficit | 28,239,263 | ' | 28,239,263 | ' | 26,599,007 |
Net Cash Used in Operating Activities | ' | ' | -1,157,125 | -2,301,712 | ' |
Working Capital | 5,095,365 | ' | 5,095,365 | ' | ' |
Total Global Clean Energy Holdings, Inc. Stockholders' Deficit | -2,514,618 | ' | -2,514,618 | ' | -1,773,410 |
Capital Contributions from the Preferred Membership Interest | ' | ' | 20,870,733 | ' | ' |
Mortgages Issued for Land Acquisition | ' | ' | $5,110,189 | ' | ' |
Note_3_Jatropha_Business_Ventu1
Note 3 - Jatropha Business Venture (Details) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2009 | Jul. 09, 2009 | Dec. 31, 2009 | Jul. 09, 2009 | |
LODEMO Agreement | GCE Mexico I LLC And Subsidiaries | GCE Mexico I LLC And Subsidiaries | Technology Alternatives Limited | Technology Alternatives Limited | Technology Alternatives Limited | Technology Alternatives Limited | Technology Alternatives Limited | |||
acre | Belize, Dollars | Belize, Dollars | ||||||||
Agreement Termination, Accrued Liabilities, Unpaid Compensation And Costs | ' | ' | $251,500 | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 50.00% | ' | ' | ' | 100.00% | ' | ' |
General Partners' Contributed Capital | 1,310,030 | 4,420,360 | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Contributions from the Preferred Membership Interest | 20,870,733 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investors Preferential Return Rate | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' |
Investors Preferential Return During Period | ' | ' | ' | 1,846,446 | 1,487,084 | ' | ' | ' | ' | ' |
Accrual of preferential return for the noncontrolling interests | -1,846,446 | -1,487,084 | ' | 6,810,029 | ' | ' | ' | ' | ' | ' |
Area of Land | ' | ' | ' | ' | ' | 400 | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 526,462 |
Interest Costs Capitalized | ' | ' | ' | ' | ' | ' | 280,170 | ' | 10,322 | ' |
Repayments of Debt | ' | ' | ' | ' | ' | 195,747 | ' | ' | ' | ' |
Debt Instrument, Collateral Amount | ' | ' | ' | ' | ' | 395,000 | ' | ' | ' | ' |
Debt Instrument, Decrease, Forgiveness | ' | ' | ' | ' | ' | 84,422 | ' | ' | ' | ' |
Debt Instrument, Decrease Interest Forgiveness | ' | ' | ' | ' | ' | $28,078 | ' | ' | ' | ' |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment, Gross | $16,494,393 | $15,424,521 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -1,083,762 | -865,518 |
PROPERTY AND EQUIPMENT, NET | 15,410,631 | 14,559,002 |
Land | ' | ' |
Property, Plant and Equipment, Gross | 4,488,103 | 4,539,314 |
Plantation Development Costs | ' | ' |
Property, Plant and Equipment, Gross | 10,202,721 | 9,229,638 |
Plantation Equipment | ' | ' |
Property, Plant and Equipment, Gross | 1,694,564 | 1,546,971 |
Office Equipment | ' | ' |
Property, Plant and Equipment, Gross | $109,005 | $108,598 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Plantation Equipment | Minimum | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Plantation Equipment | Maximum | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Plantation Development Costs | Minimum | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Plantation Development Costs | Maximum | ' |
Property, Plant and Equipment, Useful Life | '35 years |
Note_5_Intangible_Assets_Detai
Note 5 - Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Finite-Lived Intangible Asset, Useful Life | '17 years |
Note_6_Debt_Details
Note 6 - Debt (Details) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | |
Notes Payable to Shareholder | Notes Payable to Shareholder | Notes Payable to Shareholder | Notes Payable to Shareholder | Convertible Debt Securities | Asideros I | Asideros 2 | Asideros 2 | Asideros 2 | Asideros 3 | Sustainable Oils LLC Acquisition | Sustainable Oils LLC Acquisition | |||
Secured Debt | Secured Debt | Secured Debt | GCE Mexico I LLC And Subsidiaries | acre | Parcel1Member | Parcel2Member | acre | |||||||
Belize, Dollars | acre | acre | ||||||||||||
Long-term Debt, Gross | ' | ' | $26,000 | ' | $268,630 | $526,462 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 12.00% | ' | ' | ' | 5.97% | ' | 12.00% | ' | ' | 12.00% | ' | 10.00% |
Interest Payable, Current | ' | ' | 51,858 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Costs Capitalized | ' | ' | ' | ' | ' | 10,322 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Collateral Amount | ' | ' | ' | 395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Debt | ' | ' | ' | 195,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Decrease, Forgiveness | ' | ' | ' | 84,422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | 567,000 | 2,051,282 | 963,382 | ' | ' | 2,095,525 | 1,300,000 | 1,300,000 |
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 may be extended by written notice made by the note holders at any time prior to March 16, 2012. The notes, plus any related accrued interest, were due on September 30, 2013. The holders of these notes have not yet declared a formal default and have not taken any action to foreclose. The holders of the loans have previously voluntarily agreed to extend the maturity date of these loans. | 'The initial mortgage, including any unpaid interest, is due in April 2018. | 'The second mortgage, including any unpaid interest, is due in February 2020. | ' | ' | ' | '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”). The term “Qualified Funding” means all equity funding in excess of the $800,000, in the aggregate, received by the Company, its subsidiary or an affiliate after the date hereof for its Camelina business. | ' |
Debt Instrument, Interest Rate Terms | ' | ' | ' | ' | ' | ' | 'payable quarterly in cash, in arrears, on each nine-month 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 | ' | ' | ' | ' | ' | ' | ' |
Area of Land | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | 4,500 | 600 | 5,600 | ' | ' |
Payments to Acquire Land Held-for-use | ' | ' | ' | ' | ' | ' | ' | 2,051,282 | 963,382 | ' | ' | 2,095,525 | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-21 | ' | ' |
Gain on settlement of liabilities | $24,966 | $595,290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Common_Stock_Details
Note 7 - Common Stock (Details) (USD $) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2013 | Mar. 31, 2013 | |
Sustainable Oils LLC Acquisition | ||
Stock Issued During Period, Shares, Acquisitions | 40,000,000 | 40,000,000 |
Share Price | ' | $0.02 |
Note_8_Stock_Options_and_Warra3
Note 8 - Stock Options and Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2008 | |
Options, Grants in Period | 6,850,000 | 0 | ' |
Plantation development costs | $944,670 | $1,902,838 | $124,565 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.15 | ' | ' |
Share-based compensation | 122,690 | 39,204 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $55,765 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '4 months 2 days | ' | ' |
2010 Stock Incentive Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | 'Black-Scholes option pricing model | ' | ' |
Employee Stock Option | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.13% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 181.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | '5 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ' | ' |
Share Price | $0.02 | ' | ' |
President | ' | ' | ' |
Options, Grants in Period | 12,000,000 | ' | ' |
Common stock | ' | ' | ' |
Shares Held in Employee Stock Option Plan, Allocated | 20,000,000 | ' | ' |
Note_8_Stock_Options_and_Warra4
Note 8 - Stock Options and Warrants: Summary of The Status of Options and Compensation-based Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Details | ' | ' | ' |
Options, Outstanding | 68,608,483 | ' | ' |
Options, Outstanding, Weighted Average Exercise Price | $0.02 | ' | $0.02 |
Options, Outstanding, Weighted Average Remaining Contractual Term | '5 years 4 months 24 days | ' | '4 years 3 months 18 days |
Options, Outstanding, Intrinsic Value | $246,724 | ' | ' |
Options, Grants in Period | 6,850,000 | 0 | ' |
Options, Granted, Weighted Average Exercise Price | $0.01 | ' | ' |
Options, Exercised | -1,477,089 | ' | ' |
Options, Exercised, Weighted Average Exercise Price | $0.01 | ' | ' |
Options, Forfeited | -5,630,000 | ' | ' |
Options, Forfeited, Weighted Average Exercise Price | $0.01 | ' | ' |
Options, Expired | -4,926,083 | ' | ' |
Options, Expired, Weighted Average Exercise Price | $0.03 | ' | ' |
Options, Outstanding | 63,425,311 | ' | 68,608,483 |
Options, Exercisable | 41,814,900 | ' | ' |
Options, Exercisable, Weighted Average | $0.03 | ' | ' |
Options, Exercisable, Weighted Average Remaining Contractual Term | '3 years | ' | ' |
Options, Exercisable, Intrinsic Value | $116,224 | ' | ' |
Note_8_Stock_Options_and_Warra5
Note 8 - Stock Options and Warrants: Stock Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Warrants, Outstanding | 1,708,184 | 24,585,662 |
Warrants, Weighted Average Exercise Price | 0.01 | 0.01 |
Warrants, Weighted Average Remaining Contractual Life | '3 months | '9 months |
Warrants, Exercised | -4,026,954 | ' |
Warrants, Exercised, Weighted Average | $0.01 | ' |
Warrants, Exercised, Intrinsic Value | ($40,270) | ' |
Warrants, Expired | -18,850,524 | ' |
Warrants, Forfeitures, Weighted Average Grant Date Fair Value | $0.01 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Intrinsic Value, Amount Per Share | ($188,505) | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $85,409 | ' |
Note_10_Acquisition_of_Camelin4
Note 10 - Acquisition of Camelina Assets and Sustainable Oils (Details) (USD $) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2013 | Sep. 30, 2013 | |
Stock Issued During Period, Shares, Acquisitions | ' | 40,000,000 |
Escrow Shares | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | 4,000,000 |
Sustainable Oils LLC Acquisition | ' | ' |
Debt Instrument, Face Amount | $1,300,000 | $1,300,000 |
Stock Issued During Period, Shares, Acquisitions | 40,000,000 | ' |
Current Asset Description | ' | '295,000 pounds of “certified” Camelina seeds |
Acquired Finite-lived Intangible Asset, Residual Value | ' | 3,887,265 |
Sustainable Oils LLC Acquisition | Legal Fees | ' | ' |
Business Acquisition, Transaction Costs | ' | 21,500 |
Sustainable Oils LLC Acquisition | Valuation Fees | ' | ' |
Business Acquisition, Transaction Costs | ' | 6,000 |
Sustainable Oils LLC Acquisition | UOP LLC | ' | ' |
Notes Payable | ' | 2,300,000 |
Sustainable Oils LLC Acquisition | Notes Payable to Targeted Growth, Inc. | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | 100 |
Notes Payable | ' | $1,300,000 |
Note_10_Acquisition_of_Camelin5
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Common stock issued | -800,000 | ' | ' |
Additional paid-in capital | $25,520,249 | ' | $24,588,022 |
Sustainable Oils LLC Acquisition | ' | ' | ' |
Fair value of consideration transferred | 2,100,100 | ' | ' |
Notes Payable to Targeted Growth, Inc. | Sustainable Oils LLC Acquisition | ' | ' | ' |
Notes Payable | 1,300,000 | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | 100 | ' | ' |
Common stock issued | Sustainable Oils LLC Acquisition | ' | ' | ' |
Common stock issued | 40,000 | ' | ' |
Additional Paid in Capital | Sustainable Oils LLC Acquisition | ' | ' | ' |
Additional paid-in capital | $760,000 | ' | ' |
Note_10_Acquisition_of_Camelin6
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Schedule of Business Acquisitions, by Acquisition (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Inventory | $34,423 | $1,564 |
Property, Plant and Equipment, Gross | 16,494,393 | 15,424,521 |
TOTAL ASSETS | 22,983,845 | 19,481,729 |
Sustainable Oils LLC Acquisition | ' | ' |
Prepaid Expense and Other Assets, Current | 260 | ' |
Inventory | 430,141 | ' |
Intangible Assets, Current | 3,887,265 | ' |
Property, Plant and Equipment, Gross | 190,500 | ' |
Accounts Payable, Current | -2,286,727 | ' |
Other Liabilities, Current | -79,000 | ' |
Accounts Payable and Other Accrued Liabilities, Current | -42,339 | ' |
TOTAL ASSETS | $2,100,100 | ' |
Note_10_Acquisition_of_Camelin7
Note 10 - Acquisition of Camelina Assets and Sustainable Oils: Business Acquisition, Pro Forma Information (Details) (Sustainable Oils LLC Acquisition, USD $) | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Sustainable Oils LLC Acquisition | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | $31,065 | $214,358 | $3,639,019 |
Business Acquisition, Pro Forma Net Income (Loss) | ($626,437) | ($1,640,256) | ($68,700) |
Note_11_Subsequent_Event_Detai
Note 11 - Subsequent Event (Details) (Subsequent Event, USD $) | 0 Months Ended |
Nov. 04, 2013 | |
Subsequent Event | ' |
Professional and Contract Services Expense | $104,600 |