Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | Global Clean Energy Holdings, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Trading Symbol | gceh | ||
Amendment Flag | false | ||
Entity Central Index Key | 748,790 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 341,405,545 | ||
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 | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 2,713,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 34,704 | $ 191,544 |
Accounts receivable | 10,160 | 211,195 |
Inventory | 26,544 | 27,783 |
Other current assets | 36,846 | 7,727 |
Current assets of discontinued operations | 218,015 | 86,979 |
Total Current Assets | 326,269 | 525,228 |
PROPERTY AND EQUIPMENT, NET | 7,868 | 456,319 |
INTANGIBLE ASSETS, NET | 3,482,498 | 3,727,724 |
Noncurrent assets of discontinued operations | 0 | 13,377,936 |
Other noncurrent assets | 2,626 | 5,744 |
TOTAL ASSETS | 3,819,261 | 18,092,951 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,041,612 | 3,388,533 |
Accrued payroll and payroll taxes | 1,380,155 | 1,231,519 |
Notes payable - current portion | 1,369,856 | 1,337,089 |
Convertible notes payable | 697,000 | 697,000 |
Derivative Liability | 106,000 | 0 |
Current liabilities from discontinued operations | 0 | 281,369 |
Total Current Liabilities | 6,594,623 | 6,935,510 |
LONG-TERM LIABILITIES | ||
Accrued interest payable | 455,029 | 253,742 |
Noncurrent liabilities from discontinued operations | 0 | 19,124,134 |
Total Long Term Liabilities | 455,029 | 19,377,876 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock - $0.001 par value; 50,000,000 shares authorized Series B, convertible; 13,000 shares issued and outstanding(aggregate liquidation preference of $1,300,000) | 13 | 13 |
Common stock, $0.001 par value; 500,000,000 shares authorized; 341,405,545 and 339,187,545 issued and outstanding, respectively | 341,405 | 339,187 |
Additional paid-in capital | 30,533,184 | 25,657,177 |
Accumulated deficit | (34,210,969) | (28,946,103) |
Accumulated other comprehensive loss | 105,976 | (66,586) |
Total Global Clean Energy Holdings, Inc. Stockholders' Deficit | (3,230,391) | (3,016,312) |
Noncontrolling interests | 0 | (5,204,123) |
Total Stockholders' Deficit | (3,230,391) | (8,220,435) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,819,261 | $ 18,092,951 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 341,405,545 | 339,187,545 |
Common Stock, shares outstanding | 341,405,545 | 339,187,545 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Revenue | $ 537,807 | $ 1,247,581 |
Subsidy Income | ||
Total Revenue | $ 537,807 | $ 1,247,581 |
Operating Expenses | ||
General and administrative | 1,701,431 | 1,598,587 |
Gain (Loss) on disposal of Fixed Assets | 47 | (23,957) |
Loss on Write down of long lived assets | 438,320 | 110,665 |
Plantation operating costs | 6,065 | 7,544 |
Total Operating Expenses | 2,145,863 | 1,692,839 |
Operating Loss | (1,608,056) | (445,258) |
Other Income (Expenses) | ||
Other income | 10 | 0 |
Interest expense | (334,618) | (209,063) |
Gain on settlement of liabilities | 376,157 | 37,382 |
Change in fair value of derivative | (6,500) | 0 |
Foreign currency transaction gain (loss) | (405) | 191 |
Other Expenses, Net | 34,644 | (171,490) |
Loss from Continuing Operations | (1,573,412) | (616,748) |
Less Net Loss from Discontinued Operations | (7,444,940) | (1,778,536) |
Net Loss | $ (9,018,352) | $ (2,395,284) |
Basic and diluted Loss per Common Share: | ||
Loss from Continuing Operations | $ (0.005) | $ (0.002) |
Loss from Discontinued Operations | (0.021) | (0.005) |
Net Loss per Common Share | $ (0.026) | $ (0.007) |
Basic and diluted Weighted-Average Common Shares Outstanding | 341,405,545 | 339,187,545 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Net Loss | $ (9,018,352) | $ (2,395,284) |
Other comprehensive income (loss)- foreign currency translation adjustment | (1,150,651) | (1,550,538) |
Comprehensive Income (Loss) | (10,169,003) | (3,945,822) |
Add net loss attributable to the noncontrolling interest | 7,444,940 | 1,778,536 |
Add other comprehensive income (loss) attributable to noncontrolling interest | (2,368,241) | 1,546,972 |
Comprehensive Income (Loss) Attributable to Global Clean Energy Holdings, Inc. | $ (5,092,304) | $ (620,314) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series B | Common stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total |
Equity Balance, beginning of period, Value at Dec. 31, 2013 | $ 13 | $ 339,187 | $ 25,600,050 | $ (28,338,875) | $ (63,020) | $ (241,180) | $ (2,703,825) |
Equity Balance, beginning of period, Shares at Dec. 31, 2013 | 13,000 | 339,187,545 | 0 | 0 | 0 | 0 | 0 |
Adjustment to Opening Reserves | $ 0 | $ 0 | $ 0 | $ 9,520 | $ 0 | $ 0 | $ 9,520 |
Contributions from noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 1,030,435 | 1,030,435 |
Share-based compensation from issuance of options and compensation-based warrants | 0 | 0 | 57,127 | 0 | 0 | 0 | 57,127 |
Accrual of preferential return for the noncontrolling interests | 0 | 0 | 0 | 0 | 0 | (2,658,350) | (2,658,350) |
Foreign currency translation loss | 0 | 0 | 0 | 0 | (3,566) | (1,556,492) | (1,560,058) |
Net Loss | 0 | 0 | 0 | (616,748) | 0 | (1,778,536) | (2,395,284) |
Equity Balance, end of period, Value at Dec. 31, 2014 | $ 13 | $ 339,187 | $ 25,657,177 | $ (28,946,103) | $ (66,586) | $ (5,204,123) | $ (8,220,435) |
Equity Balance, end of period, Shares at Dec. 31, 2014 | 13,000 | 339,187,545 | 0 | 0 | 0 | 0 | 0 |
Contributions from noncontrolling interests | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 429,743 | $ 429,743 |
Distribution to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | (250,000) | (250,000) |
Issuance of common stock for services, Value | $ 0 | $ 2,218 | $ 8,872 | $ 0 | $ 0 | $ 0 | $ 11,090 |
Issuance of common stock for services, Shares | 0 | 2,218,000 | 0 | 0 | 0 | 0 | 0 |
Share-based compensation from issuance of options and compensation-based warrants | $ 0 | $ 0 | $ 133,172 | $ 0 | $ 0 | $ 0 | $ 133,172 |
Accrual of preferential return for the noncontrolling interests | 0 | 0 | 0 | 0 | 0 | (2,039,224) | (2,039,224) |
Write off of accrued interest and preferred return forgiven by partner | 0 | 0 | 4,733,963 | 0 | 0 | 12,140,304 | 16,874,267 |
Foreign currency translation loss | 0 | 0 | 0 | (3,691,454) | 172,562 | 2,368,240 | (1,150,652) |
Net Loss | 0 | 0 | 0 | (1,573,412) | 0 | (7,444,940) | (9,018,352) |
Equity Balance, end of period, Value at Dec. 31, 2015 | $ 13 | $ 341,405 | $ 30,533,184 | $ (34,210,969) | $ 105,976 | $ 0 | $ (3,230,391) |
Equity Balance, end of period, Shares at Dec. 31, 2015 | 13,000 | 341,405,545 | 0 | 0 | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||
Net Loss | $ (9,018,352) | $ (2,395,284) |
Net loss from discontinued operations | (7,444,940) | (1,778,536) |
Net loss from continued operations | (1,573,412) | (616,748) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Foreign currency transaction gain | 28 | 0 |
Gain on settlement of liabilities | (376,157) | (58,978) |
Share-based compensation | 133,172 | 57,127 |
Write down of long lived assets | 438,320 | 0 |
Loss on disposal of fixed assets | 0 | 23,957 |
Depreciation and amortization | 312,085 | 454,350 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,012,977 | (174,720) |
Inventory | 1,239 | 5,273 |
Other current assets | (15,665) | 1,157 |
Accounts payable and accrued expenses | 341,741 | (28,651) |
Other noncurrent assets | 5,760 | 512,201 |
Net Cash Used in Operating Activities | $ 280,088 | $ 174,968 |
Investing Activities | ||
Proceeds from sale of property and equipment | ||
Net Cash Provided by (Used in) Investing Activities | ||
Financing Activities | ||
Proceeds from notes payable | $ 0 | $ 130,000 |
Payments on capital leases and notes payable | 0 | (38,911) |
Net Cash Provided by Financing Activities | 0 | 91,089 |
Cash Flows of discontinued operations: | ||
Operating cash flows | (1,910,841) | (350,485) |
Investing cash flows | 6,416,913 | (436,122) |
Financing cash flows (including cash at year end) | (4,907,060) | 672,435 |
Net Cash flows from discontinued operations | (400,988) | (114,172) |
Effect of exchange rate changes on cash | (35,940) | (1,972) |
Net change in Cash and Cash Equivalents | (156,840) | 149,913 |
Cash and Cash Equivalents at Beginning of Period | 191,544 | 41,631 |
Cash and Cash Equivalents at End of Period | 34,704 | 191,544 |
Cash and Cash Equivalents for discontinued operations | 217,271 | 46,941 |
Cash and Cash Equivalents at End of Period | 251,975 | 238,485 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 18,550 | 0 |
Cash paid for income tax | 5,345 | 1,029 |
Noncash Investing and Financing activities: | ||
Accrual of return on noncontrolling interest | 2,658,350 | 1,977,862 |
Accrued return on noncontrolling interest forgiven by partner | 12,140,304 | 0 |
Write Down of debt and release of Fixed Assets | 0 | 190,500 |
Estimated fair value of derivative liability | 106,000 | 0 |
Accrued Interest forgiven by Joint Venture lender | 4,733,963 | 0 |
Issuance of stock for compensation | $ 11,090 | $ 0 |
Note 1 - History and Basis of P
Note 1 - History and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
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 consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries. In the year ended December 31, 2014, the consolidated financial statements included the variable interest entities (VIE) of GCE Mexico I, LLC a Delaware limited liability company ("GCE Mexico"), and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). Since the Company sold the three farms held in Mexico on December 2, 2015, the operations of these subsidiaries were ceased as of the year ended December 31, 2015, and consolidation is no longer necessary for this previously classified VIE, GCE Mexico and subsidiaries (See Note2). All significant intercompany transactions have been eliminated in consolidation. Accounting for Agricultural Operations All costs incurred until the actual planting of the Jatropha Curcas plant was capitalized as plantation development costs, and was included in "Property and Equipment" on the balance sheet. Plantation development costs were being accumulated in the balance sheet during the development period and was accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. Other general costs without expected future benefits are expensed when incurred. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Inventory The Company uses the FIFO valuation method for its inventories. The Company's inventory consists of certified Camelina seeds to be used or sold for the production of Camelina feedstock. Concentration of Credit Risk At December 31, 2015 and 2014, the Company had no cash and cash equivalents in excess of federally-insured limits. The Company has maintained its cash balances at what management considers to be high credit-quality financial institutions. Accounts Receivable The Company extends credit to its customers based on credit evaluations of such customers. The Company does not obtain collateral to secure its accounts receivable. The Company evaluates its accounts receivable on a regular basis for collectability and provides for an allowance for potential credit losses as deemed necessary. At December 31, 2015, the Company determined that no allowance for doubtful accounts was necessary and recorded approximately $142,000 in allowances at December 31, 2014. For the years ended December 31, 2015 and 2014, one customer accounted for approximately 93% and 99% of total revenues, and 83% and 98% of accounts receivable, respectively. Property and Equipment Substantially all property and equipment was related to plantation costs and related equipment to cultivate the Jatropha Curcas Except for costs incurred during the development period of the plantation, normal maintenance and repair items were charged to costs and expensed as incurred. During the development period, maintenance, repairs, and depreciation of plantation equipment have been capitalized as part of the plantation development costs. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and gain or loss on disposition is reflected in results of operations. Impairment of Long-Lived Assets During the quarter ended September 30, 2015, the Company entered into negotiations with a third party related to the potential sale of its farming operations in Mexico. Based on these negotiations, the Company determined that the recoverability of certain of its capitalized costs were impaired. Accordingly, the Company recorded an impairment charge of approximately $6,700,000 based on the original expected proceeds from the transaction. Income Taxes The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and the carryforward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the "more-likely-than-not" threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense. 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. The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at December 31, 2015, as follows: December 31, 2015 2014 Convertible notes and accrued interest 25,000,000 23,800,000 Convertible preferred stock - Series B 11,818,181 11,818,181 Warrants 3,083,332 3,083,332 Compensation-based stock options and warrants 93,208,997 72,645,311 133,110,510 111,346,824 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 be the sale of seeds from elite lines of Jatropha and/or Camelina used for propagation and the sale of Jatropha oil and biomass in the form of charcoal and/or animal feed. 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 year ended December 31, 2015, the Company had no significant 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 received agricultural subsidies from the Mexican government which supplemented the farm development and planting of trees. Due to the uncertainty of these payments, the revenue was recognized when the payments are received. We recognized those funds as revenue was due to these payments being disbursed to supplement the Company's income and not as direct payments for any specified farming expense. 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 note payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. See note 9 for additional information regarding assets measured at fair value on a nonrecurring basis. 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 and recoverability of plantation equipment and plantation development costs, and c) undiscounted future cash flows for purpose of evaluating possible impairment of long lived assets. It is at least reasonably possible that the significant estimates used will change within the next year. Foreign Currency During 2015, the Company had operations located in the United States, Mexico and 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. The Company recorded stock based compensation expense related to equity instruments granted as general and administrative expenses in the accompanying consolidated statements of operations. Derivative Liabilities The Company evaluates debt instruments, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity . The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives. Accordingly, the Company has estimated the fair value of these embedded conversion features to settle outstanding contracts using Black-Scholes. The Company uses level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities. New Account Guidelines In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements. 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, 2015 and early application is permitted. The Company is currently assessing this guidance for future implementation. |
Note 2 - Discontinued Operation
Note 2 - Discontinued Operations of GCE Mexico and Subsidiaries | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 2 - Discontinued Operations of GCE Mexico and Subsidiaries | Note 2 – Discontinued Operations of GCE Mexico and subsidiaries In July 2015, we were presented with a non-binding offer from a Mexican agricultural operator in the region to purchase our three Jatropha Farms. In November 2015, we accepted the offer and closed the transaction on December 2, 2015. This transaction is good for the company and our shareholders because it allowed us to reduce high-cost debt incurred during the initial research and development phase of our business. We have not sold any of our Intellectual Property (IP) rights to the buyer. As a result, our Jatropha genetics are preserved as a core Company asset as is the amount of institutional knowledge, experience and know-how that we developed over the past several years in Mexico. As part of the sale, we will retain access rights to the Certified Nursery and R&D areas on the farm for an extended period of time. As such, we retained our farm workers until December 18, 2015 to ensure the proper growth and well being of the Certified Nursery and R&D areas. The total serverance cost in December was approximately $27,000. The final lay off of the management staff was not complete until January 15, 2016. The divesting of these three farms, improved the company's balance sheet by approximately $5,100,000 by reducing the company's debt by approximately $19,400,000. The Company has recorded terminating it's operations of GCE Mexico and subsidiaries ("GCE Mexico") as of December 31, 2015, in accordance with Accounting Standards Codification (ASC) No. 205-20, Discontinued Operations. As such, the historical results of GCE Mexico have been adjusted to include discontinued-related costs and exclude corporate allocations with Global Clean Energy Holdings, Inc (GCEH) and have been classified as discontinued operations in all periods presented. As operations were discontinued as of the fiscal year end, no stub period is presented. The following financial information presents the discontinued operations for the years ended December 31, 2015 and 2014, respectively. 2015 2014 Major classes of line items constitution pretax profit (loss) of discontinue operations Revenue $34,755 $51,494 General and administrative (338,278) (751,543) Gain (Loss) on disposal of Fixed Assets (75,623) - Loss on Write down of long lived assets (6,375,321) - Plantation operating costs - (125,095) Interest expense (821,098) (978,400) Gain on settlement of liabilities 200,263 24,653 Other income and expense 2,706 354 Pretax loss of discontinued operations (7,372,597) (1,778,536) Pretax loss on the disposal of the discontinue operation (72,343) - Total pretax loss on discontinue operations (7,444,940 (1,778,536) Income tax benefit - - Total loss on discontinued operations $(7,444,940 $(1,778,536) The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations: Reconciliation of the Carrying Amounts of Major Classes of Assets and LIabilities of the Discontinue Operations that are Disclosed in the Notes to Financial Statement to Total Assets and Liabilities of the Disposal Group classified as Property and Equipment that are presented in the Statement of Financial Position Carrying amounts of major classes of assets included as part of discontinued operations 2015 2014 Cash and cash equivalents 217,271 $46,941 Accounts receivable - 2,767 Inventory - 7,418 Other current assets 397 29,853 Property and Equipment, Net - 13,377,936 Other noncurrent assets - 3,118 Total Assets of the disposal group in the statement of financial position $217,668 $13,468,033 Carrying amounts of major classes of liabilities included as part of discontinued operations Accounts payable and accrued expenses $- $269,717 Accrued payroll and payroll taxes - 11,652 Accrued interest payable - 3,912,865 Accrued return on noncontrolling interest - 10,101,080 Mortgage notes payable - 5,110,189 Total Liabilities of the disposal group in the statement of fiancial position $- $19,124,134 |
Note 3 - Going Concern Consider
Note 3 - Going Concern Considerations | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - Going Concern Considerations | Note 3 – 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 continuing operations of $1,573,412 for the year ended December 31, 2015 and losses from continuing operations of $2,395,284 for the year ended December 31, 2014, and has an accumulated deficit of $34,210,969 at December 31, 2015. The Company also used cash in operating activities of continuing operations of 280,088 and $174,968 during the years ended December 31, 2015 and 2014, respectively. At December 31, 2015, the Company has negative working capital of $6,268,354. 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. On December 2, 2016, the three Jatropha Mexican farms were sold and operations were ceased as of December 31, 2015. As of the year ended December 31, 2015, in order to fund its operations, the Company received $22,619,569 in capital contributions from the preferred membership interest in GCE Mexico I, LLC ("GCE Mexico"), and issued mortgages in the total amount of $5,110,189 for the acquisition of land. The Company intends to continue to provide the renewable fuels and renewable chemicals markets with novel non-food based feedstocks that are economically, environmentally and socially sustainable by continually improving our plant varieties through modern genetic techniques and traditional and marker-assisted breeding. Through this effort, the Company plans to expand both its Carribean and North American operations in both Jatropha and Camelina feedstocks. 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 4 - Jatropha Business Vent
Note 4 - Jatropha Business Venture | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 4 - Jatropha Business Venture | Note 4 – 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 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. However, in December 2015, the Company sold all three farming operations in Mexico. 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 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 2013, one of the two investors transferred 100% of the interest to the other investor. The preferred members have made capital contributions of $429,743 and $1,030,435 during the years ended December 31, 2015 and 2014, respectively, and total contributions of $22,619,569 have been received by GCE Mexico from these investors since the execution of the LLC Agreement. The preferential return decreased by 12,140,304, and increased by $2,658,350 during the years ended December 31, 2015 and 2014, respectively. The decrease in the preferred return was related to the amount being forgiven by the investor in entirety on December 15, 2015. The net income or loss of the three Mexican subsidiaries that own the Mexico farms was 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. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 5 - Property and Equipment | Note 5 – Property and Equipment Property and equipment are as follows: December 31, 2015 2014 Land $- $- Plantation development costs - $- Plantation equipment 10,574 $404,026 Office equipment 64,729 $62,830 Total cost 75,303 466,856 Less accumulated depreciation (67,435) (10,537) Property and equipment, net $7,868 $456,319 Depreciation expense for property and equipment was $66,859 and $5,488 for the years ended December 31, 2015 and 2014, respectively. 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 was 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 plantation 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 were located in Mexico prior to the sale of the farms on December 2, 2015 and such costs have been included in discontinued operations as of December 31, 2015. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Intangible Assets | Note 6 – Intangible Assets In March 2013, the Company purchased certain intangible assets related to the commercial production of Camelina. 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 year ended December 31, 2015 is shown in the following table: December 31, December 31, 2015 2014 Intangible Assets 4,168,841 $4,168,841 Less accumulated amortization (686,343) (441,117) Intangible Assets, net $3,482,498 $3,727,724 Amortization expense for intangible assets was approximately $245,000 for both the year ended December 31, 2015 and 2014. The estimated amortization expense for the next five years approximates $245,000 annually. |
Note 7 - Debt
Note 7 - Debt | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 7 - Debt | Note 7 – Debt Notes Payable On November 1, 2012, the Company entered into a note payable to Mobius in the aggregate amount of $75,000. The note bore interest at 5% and was unsecured. Principal and interest on this Note was payable monthly in the amount of $5,000, commencing on May 1, 2013 with the final payment due on September 1, 2014. This note was paid in full in October 2014. Notes Payable to Shareholders Included in notes payable on the accompanying consolidated balance sheet, the Company had notes payable to a certain shareholder in the aggregate amount of $26,000 at December 31, 2015 and December 31, 2014. The note originated in 1999, bears interest at 12%, were unsecured, and is currently in default. Accrued interest on the note totaled $58,865 and $55,754, at December 31, 2015 and December 31, 2014, respectively. 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 matured 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 had been extended until September 15, 2016 Management is in discussion with the Note holders to extend these Notes. 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. In January 2014, the Company entered into a securities purchase agreement with certain third party investors pursuant to which the Company issued senior unsecured contingently convertible promissory notes (the "Convertible Notes 2") an aggregate principal amount of $130,000 and warrants to acquire an aggregate of 1,083,332 shares of the Company's common stock. The Convertible Notes matured on the December 31, 2015 and are currently in default. Management is currently in discussions with the note holders to extend the maturity date. Interest accrues on the Convertible Notes 2 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 common stock at a conversion price equal to $1.448, subject to adjustment 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. Based on the down round feature in the conversion terms, such embedded conversion feature resulted in a derivative liability and a corresponding debt discount in the amount of $80,000 to be recorded upon issuance. The debt discount is being amortized over the life of the corresponding convertible promissory notes through December 31, 2015. The amortization of the debt discount for these derivative instruments is fully amortized as of the year ended December 31, 2015. Mortgage Notes Payable The investor 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 original investors. The investor 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 the investor. These mortgages bore interest at the rate of 12% per annum, payable quarterly. The Notes were paid in full December 2, 2015 and the accrued interest was forgiven by the note holder on December 15, 2015. The Company recorded an increase to equity in connection with this forgiveness by a related party. In October 2011, the original investor 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 the investor. These mortgages bore interest at the rate of 12% per annum, payable quarterly. The Notes were paid in full December 2, 2015 and the accrued interest was forgiven by the note holder on December 15, 2015. The Company recorded an increase to equity in connection with this forgiveness by a related party. 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 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. In September 2014, we renegotiated the terms of the agreement and returned certain machines, tractors, and vehicles to Targeted Growth, Inc. in consideration for a reduction of accrued interest related to the Promissory Note. The current note is no longer secured by any assets and is due on demand. 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 $5,310,383 gain on settlement of liabilities for the year ended December 31, 2015, and a gain on settlement of liabilities of $62,035 for the year ended December 31, 2014. The three Mexican farms were sold and the mortgages were paid in full. The gains in 2014 were 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 8 - Equity (Deficit)
Note 8 - Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 8 - Equity (Deficit) | Note 8 - Equity (Deficit) Series B Preferred Stock The Series B Shares may, at the option of each holder, be converted at any time or from time to time into shares of the Company's common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to adjustment for certain events, including stock splits, stock dividends, combinations, or other recapitalizations affecting the Series B Shares. Each holder of Series B Shares is entitled to the number of votes equal to the number of shares of the Company's common stock into which the Series B Shares could be converted on the record date for such vote, and has voting rights and powers equal to the voting rights and powers of the holders of the Company's common stock. In the event of the Company's dissolution or winding up, each share of the Series B Shares is entitled to be paid an amount equal to $100 (plus any declared and unpaid dividends) out of the assets of the Company then available for distribution to shareholders. No dividends are required to be paid to holders of the Series B shares. However, the Company may not declare, pay or set aside any dividends on shares of any class or series of the Company's capital stock (other than dividends on shares of our common stock payable in shares of common stock) unless the holders of the Series B shares shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series B shares. Common Stock In September 2015, the Company issued 2,118,000 shares, at $0.005 per share (based on the closing market price on the measurement date) as full considertion of an employees accrued and unpaid compensation balance of $11,090 accumulated as of September 30, 2015. |
Note 9 - Stock Options and Warr
Note 9 - Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 9 - Stock Options and Warrants | Note 9 – 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. A summary of the status of options and compensation-based warrants at December 31, 2015, and changes during the year 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, 2014 64,945,311 0.01 3.3 years $- Granted 35,063,686 0.01 Exercised - Forfeited (4,000,000) 0.02 - Expired (2,800,000) 0.03 - Outstanding and expected to vest at December 31, 2015 93,208,997 0.02 3.2 years $68,000 Vested and Exercisable at December 31, 2015 60,058,048 $0.02 2.2 years $- The fair value of 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 35,063,686 shares of common stock were issued in the year ended December 31, 2015 and 4,700,000 in the year ended 2014. The weighted average fair value of stock options issued during the years ended December 31, 2015 and 2014 as $0.02 and $0.01, respectively. The weighted-average assumptions used for the stock options granted and compensation-based warrants issued during the years ended December 31, 2015 and 2014 were risk-free interest rate of 1.18% and 1.13%, volatility of 114% and 175%, 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 December 31, 2015 closing price of $0.003 per share. Share-based compensation from all sources recorded during the year ended December 31, 2015 and 2014 was approximately $133,000 and $57,000, respectively, and is reported as general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2015, there is approximately $205,000 of unrecognized compensation cost related to stock-based payments that will be recognized over a weighted average period of approximately 1.43 years. Stock Warrants A summary of the status of warrants at December 31, 2015, and changes during the year then ended is presented in the following table: Weighted Weighted Shares Average Average Aggregate Under Exercise Remaining Intrinsic Warrant Price Contractual life Value Outstanding at December 31, 2014 3,083,332 0.01 6.31 years $- Issued - Exercised - Expired - Outstanding and exercisable at December 31, 2015 3,083,332 0.01 5.34 years $- |
Note 10 - Derivative Liabilitie
Note 10 - Derivative Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 10 - Derivative Liabilities | Note 10 – Derivative Liabilities The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity's own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity's own common stock. The Company has estimated the fair value of these embedded conversion features to settle outstanding contracts using Black-Scholes using the following assumptions: · Expected volatility is based primarily on historical volatility of the Company. Historical volatility was computed using weekly pricing observations for recent periods. The Company believes this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants and embedded conversion features. The Company currently have no reason to believe that future volatility over the expected remaining life of these embedded conversion features is likely to differ materially from historical volatility. · The expected life is based on the remaining term of the warrants and embedded conversion features. · The risk-free interest rate is based on U.S. Treasury securities consistent with the remaining term of the embedded conversion features. During the year ended December 31, 2015, the Company issued an aggregate of $130,000 in principal of convertible notes payable at an interest rate of 8% (See Note 6). Such convertible notes contained embedded conversion features in the Company's own stock and have resulted in an initial derivative liability value and a debt discount of $80,000 being recorded by the Company. During the year ended December 31, 2015, the Company recorded a loss of $26,000, related to the change in fair value of the embedded conversion features which is included in change in fair value of derivative liabilities in the accompanying condensed consolidated statements of operations. The following table presents the embedded conversion features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of December 31, 2015: Embedded conversion features: Annual dividend yield 0% Expected live (years 1 - 0.75 Risk-free interest rate 0.21% - 0.23% Expected volatility 113% The level 3 carrying value as of December 31, 2015: Embedded Conversion Features $106,000 The following table presents the changes in fair value of our warrants and embedded conversion features measured at fair value on a recurring basis for the year ended December 31, 2015: Fair value of warrants and embedded conversion features Balance as of January 1, $- Issuance of warrants and embedded conversion features 80,000 Change in fair value 26,000 Balance as of December 31, $106,000 |
Note 11 - Impairment of Assets
Note 11 - Impairment of Assets and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 11 - Impairment of Assets and Fair Value Measurements | Note 11 – 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 December 31, 2015 and 2014, the Company does not have any assets or liabilities measured at fair value on a recurring basis. As the three farms in Mexico were sold in December 2015 there is no expected commercial yield or any future revenues from these. As such, the Company has identified the costs associated with these areas originally capitalized as Plantation Development Cost and Deferred Growing Cost, which capitalized costs are not expected to be recoverable, and has written off $1,537,121 and $101,145 of such capitalized costs during the year ended December 31, 2015 and 2014, respectively. Such amounts are included in discontinued operations. See Note 1 above related to the Impairment of Long Lived Assets. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 12 - Income Taxes | Note 12 - Income Taxes Income taxes are provided for temporary differences between financial and tax bases of assets and liabilities. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the benefit from income taxes for the years ended December 31, 2015 and 2014: Rate Reconciliation 2015 2014 Federal income tax (benefit) at statutory rate (34%) $(3,066,000) $(814,000) State income tax (benefit) , net of federal benefit (69,000) (7,000) Foreign income tax benefit - - Losses allocated to preferred members of GCE Mexico 2,616,000 743,000 Losses allocated GEHD 57,000 34,000 Share-based compensation 16,000 66,000 Expiration of operating loss and research credit carryforwards - - Other differences (27,600) 4,000 Change in valuation allowance 179,000 (26,000) Income tax benefit $- $- The components of deferred tax assets and liabilities are as follows at December 31, 2015 and 2014, using a combined deferred income tax rate of 40%: Components of Net Deferred Taxes 2015 2014 Net operating loss carryforward $7,507,000 $7,188,000 Share-based compensation 483,000 752,000 Accrued compensation and other liabilities 830,000 701,000 Impairment of long lived assets 42,000 42,000 Other - - Valuation allowance (8,862,000) (8,683,000) Net deferred tax asset $- $- The Company has available net operating losses of approximately $14,047,000 which can be utilized to offset future earnings of the Company. The utilization of the net operating losses are dependent upon the tax laws in effect at the time such losses can be utilized. The loss carryforwards expire between the years 2015 and 2035. Should the Company experience a significant change of ownership, the utilization of net operating losses could be reduced. The Company and its subsidiaries file tax returns in the U.S. Federal jurisdiction and, in the state of California. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2011. The Company is no longer subject to examination by state tax authorities for tax years before and including December 31, 2010. During the years ended December 31, 2015 and 2014, the Company did not recognize interest and penalties. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 13 - Commitments and Contingencies | Note 13 – Commitments and Contingencies Commitments In February 2014, the Company entered into a lease agreement for 1,296 square feet of office space from February 1, 2014 to January 31, 2019. Rent payments range from $2,300 to $2,600 over the term. Rent expense, related to this lease agreement, for the years ended December 31, 2015 and 2014 was approximately $27,600 and $26,400, respectively. The following represents approximate future annual minimum lease payments as of December 31, 2015: Year Ending December 31, 2016 40,000 2017 41,000 2018 42,000 2019 3,000 Operating Lease Payable $126,000 Legal In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert the Company's rights, including intellectual property rights, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation. Management believes the outcomes of currently pending claims will not likely have a material effect on the Company's consolidated financial position and results of operations. Indemnities and Guarantees In addition to the indemnification provisions contained in the Company's organization documents, the Company generally enters into separate indemnification agreements with the Company's directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual's status or service as the Company's directors or officers, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facility. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets. Employment Agreement Effective December 31, 2014, approved in January 2015, the Company entered into an employment agreement (the "Employment Agreement") with Richard Palmer, our President and Chief Executive Officer, for a term of five (5) years. Under the Employment Agreement, the Company granted Mr. Palmer an incentive option to purchase up to 16,959,377 shares of our common stock at an exercise price of $0.0041 (the closing trading price on the date the agreement was signed and approved), with 25% vesting immediatly and the balance vesting in equal amounts over the next 48 months. In the event of a proposed sale, merger or other proposed change in control of the Company, such stock options will immediately vest. In addition, Mr. Palmer's compensation package includes a base salary of $250,000, and a bonus payment contingent on Mr. Palmer's satisfaction of certain performance criteria, which will not exceed 50% of Mr. Palmer's base salary. In the event that (i) we terminate Mr. Palmer's employment for reasons other than "cause" (as defined in the Employment Agreement to include material breaches by him of the agreement, fraud, misappropriation of funds or embezzlement), or if (ii) Mr. Palmer resigns because we breached the Employment Agreement, we will be obligated to pay Mr. Palmer an amount equal to twelve (12) months of his base salary. |
Note 1 - History and Basis of21
Note 1 - History and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries. In the year ended December 31, 2014, the consolidated financial statements included the variable interest entities (VIE) of GCE Mexico I, LLC a Delaware limited liability company ("GCE Mexico"), and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). Since the Company sold the three farms held in Mexico on December 2, 2015, the operations of these subsidiaries were ceased as of the year ended December 31, 2015, and consolidation is no longer necessary for this previously classified VIE, GCE Mexico and subsidiaries (See Note2). All significant intercompany transactions have been eliminated in consolidation. |
Accounting For Agricultural Operations | Accounting for Agricultural Operations All costs incurred until the actual planting of the Jatropha Curcas plant was capitalized as plantation development costs, and was included in "Property and Equipment" on the balance sheet. Plantation development costs were being accumulated in the balance sheet during the development period and was accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. Other general costs without expected future benefits are expensed when incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. |
Inventories | Inventory The Company uses the FIFO valuation method for its inventories. The Company's inventory consists of certified Camelina seeds to be used or sold for the production of Camelina feedstock. |
Concentration of Credit Risk | Concentration of Credit Risk At December 31, 2015 and 2014, the Company had no cash and cash equivalents in excess of federally-insured limits. The Company has maintained its cash balances at what management considers to be high credit-quality financial institutions. |
Accounts Receivable | Accounts Receivable The Company extends credit to its customers based on credit evaluations of such customers. The Company does not obtain collateral to secure its accounts receivable. The Company evaluates its accounts receivable on a regular basis for collectability and provides for an allowance for potential credit losses as deemed necessary. At December 31, 2015, the Company determined that no allowance for doubtful accounts was necessary and recorded approximately $142,000 in allowances at December 31, 2014. For the years ended December 31, 2015 and 2014, one customer accounted for approximately 93% and 99% of total revenues, and 83% and 98% of accounts receivable, respectively. |
Property and Equipment | Property and Equipment Substantially all property and equipment was related to plantation costs and related equipment to cultivate the Jatropha Curcas Except for costs incurred during the development period of the plantation, normal maintenance and repair items were charged to costs and expensed as incurred. During the development period, maintenance, repairs, and depreciation of plantation equipment have been capitalized as part of the plantation development costs. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and gain or loss on disposition is reflected in results of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets During the quarter ended September 30, 2015, the Company entered into negotiations with a third party related to the potential sale of its farming operations in Mexico. Based on these negotiations, the Company determined that the recoverability of certain of its capitalized costs were impaired. Accordingly, the Company recorded an impairment charge of approximately $6,700,000 based on the original expected proceeds from the transaction. |
Income Taxes | Income Taxes The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and the carryforward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the "more-likely-than-not" threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense. |
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. The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at December 31, 2015, as follows: December 31, 2015 2014 Convertible notes and accrued interest 25,000,000 23,800,000 Convertible preferred stock - Series B 11,818,181 11,818,181 Warrants 3,083,332 3,083,332 Compensation-based stock options and warrants 93,208,997 72,645,311 133,110,510 111,346,824 |
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 be the sale of seeds from elite lines of Jatropha and/or Camelina used for propagation and the sale of Jatropha oil and biomass in the form of charcoal and/or animal feed. 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 year ended December 31, 2015, the Company had no significant 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 received agricultural subsidies from the Mexican government which supplemented the farm development and planting of trees. Due to the uncertainty of these payments, the revenue was recognized when the payments are received. We recognized those funds as revenue was due to these payments being disbursed to supplement the Company's income and not as direct payments for any specified farming expense. |
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 note payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. See note 9 for additional information regarding assets measured at fair value on a nonrecurring basis. |
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 and recoverability of plantation equipment and plantation development costs, and c) undiscounted future cash flows for purpose of evaluating possible impairment of long lived assets. It is at least reasonably possible that the significant estimates used will change within the next year. |
Foreign Currency | Foreign Currency During 2015, the Company had operations located in the United States, Mexico and 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. The Company recorded stock based compensation expense related to equity instruments granted as general and administrative expenses in the accompanying consolidated statements of operations. |
Derivative Liabilities | Derivative Liabilities The Company evaluates debt instruments, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity . The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives. Accordingly, the Company has estimated the fair value of these embedded conversion features to settle outstanding contracts using Black-Scholes. The Company uses level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities. |
New Account Guidelines | New Account Guidelines In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements. 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, 2015 and early application is permitted. The Company is currently assessing this guidance for future implementation. |
Note 1 - History and Basis of22
Note 1 - History and Basis of Presentation: Income/Loss Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at December 31, 2015, as follows: December 31, 2015 2014 Convertible notes and accrued interest 25,000,000 23,800,000 Convertible preferred stock - Series B 11,818,181 11,818,181 Warrants 3,083,332 3,083,332 Compensation-based stock options and warrants 93,208,997 72,645,311 133,110,510 111,346,824 |
Note 2 - Discontinued Operati23
Note 2 - Discontinued Operations of GCE Mexico and Subsidiaries: Schedule of I/S and B/S of Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of I/S and B/S of Discontinued operations | The following financial information presents the discontinued operations for the years ended December 31, 2015 and 2014, respectively. 2015 2014 Major classes of line items constitution pretax profit (loss) of discontinue operations Revenue $34,755 $51,494 General and administrative (338,278) (751,543) Gain (Loss) on disposal of Fixed Assets (75,623) - Loss on Write down of long lived assets (6,375,321) - Plantation operating costs - (125,095) Interest expense (821,098) (978,400) Gain on settlement of liabilities 200,263 24,653 Other income and expense 2,706 354 Pretax loss of discontinued operations (7,372,597) (1,778,536) Pretax loss on the disposal of the discontinue operation (72,343) - Total pretax loss on discontinue operations (7,444,940 (1,778,536) Income tax benefit - - Total loss on discontinued operations $(7,444,940 $(1,778,536) The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations: Reconciliation of the Carrying Amounts of Major Classes of Assets and LIabilities of the Discontinue Operations that are Disclosed in the Notes to Financial Statement to Total Assets and Liabilities of the Disposal Group classified as Property and Equipment that are presented in the Statement of Financial Position Carrying amounts of major classes of assets included as part of discontinued operations 2015 2014 Cash and cash equivalents 217,271 $46,941 Accounts receivable - 2,767 Inventory - 7,418 Other current assets 397 29,853 Property and Equipment, Net - 13,377,936 Other noncurrent assets - 3,118 Total Assets of the disposal group in the statement of financial position $217,668 $13,468,033 Carrying amounts of major classes of liabilities included as part of discontinued operations Accounts payable and accrued expenses $- $269,717 Accrued payroll and payroll taxes - 11,652 Accrued interest payable - 3,912,865 Accrued return on noncontrolling interest - 10,101,080 Mortgage notes payable - 5,110,189 Total Liabilities of the disposal group in the statement of fiancial position $- $19,124,134 |
Note 5 - Property and Equipme24
Note 5 - Property and Equipment: Schedule of Components in Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Components in Property and Equipment | Property and equipment are as follows: December 31, 2015 2014 Land $- $- Plantation development costs - $- Plantation equipment 10,574 $404,026 Office equipment 64,729 $62,830 Total cost 75,303 466,856 Less accumulated depreciation (67,435) (10,537) Property and equipment, net $7,868 $456,319 |
Note 6 - Intangible Assets_ Sch
Note 6 - Intangible Assets: Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Intangible Assets | The intangible assets as of the year ended December 31, 2015 is shown in the following table: December 31, December 31, 2015 2014 Intangible Assets 4,168,841 $4,168,841 Less accumulated amortization (686,343) (441,117) Intangible Assets, net $3,482,498 $3,727,724 |
Note 9 - Stock Options and Wa26
Note 9 - Stock Options and Warrants: Schedule of The Status of Options and Compensation-based Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of The Status of Options and Compensation-based Warrants | A summary of the status of options and compensation-based warrants at December 31, 2015, and changes during the year 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, 2014 64,945,311 0.01 3.3 years $- Granted 35,063,686 0.01 Exercised - Forfeited (4,000,000) 0.02 - Expired (2,800,000) 0.03 - Outstanding and expected to vest at December 31, 2015 93,208,997 0.02 3.2 years $68,000 Vested and Exercisable at December 31, 2015 60,058,048 $0.02 2.2 years $- |
Note 9 - Stock Options and Wa27
Note 9 - Stock Options and Warrants: Schedule of Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Stock Warrants | A summary of the status of warrants at December 31, 2015, and changes during the year then ended is presented in the following table: Weighted Weighted Shares Average Average Aggregate Under Exercise Remaining Intrinsic Warrant Price Contractual life Value Outstanding at December 31, 2014 3,083,332 0.01 6.31 years $- Issued - Exercised - Expired - Outstanding and exercisable at December 31, 2015 3,083,332 0.01 5.34 years $- |
Note 10 - Derivative Liabilit28
Note 10 - Derivative Liabilities: Schedule of Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Fair Value Measurements | The following table presents the embedded conversion features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of December 31, 2015: Embedded conversion features: Annual dividend yield 0% Expected live (years 1 - 0.75 Risk-free interest rate 0.21% - 0.23% Expected volatility 113% The level 3 carrying value as of December 31, 2015: Embedded Conversion Features $106,000 |
Note 10 - Derivative Liabilit29
Note 10 - Derivative Liabilities: Schedule of Fair Vaues For Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Fair Vaues For Warrants | Fair value of warrants and embedded conversion features Balance as of January 1, $- Issuance of warrants and embedded conversion features 80,000 Change in fair value 26,000 Balance as of December 31, $106,000 |
Note 12 - Income Taxes_ Schedul
Note 12 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Income taxes are provided for temporary differences between financial and tax bases of assets and liabilities. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the benefit from income taxes for the years ended December 31, 2015 and 2014: Rate Reconciliation 2015 2014 Federal income tax (benefit) at statutory rate (34%) $(3,066,000) $(814,000) State income tax (benefit) , net of federal benefit (69,000) (7,000) Foreign income tax benefit - - Losses allocated to preferred members of GCE Mexico 2,616,000 743,000 Losses allocated GEHD 57,000 34,000 Share-based compensation 16,000 66,000 Expiration of operating loss and research credit carryforwards - - Other differences (27,600) 4,000 Change in valuation allowance 179,000 (26,000) Income tax benefit $- $- |
Note 12 - Income Taxes_ Sched31
Note 12 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows at December 31, 2015 and 2014, using a combined deferred income tax rate of 40%: Components of Net Deferred Taxes 2015 2014 Net operating loss carryforward $7,507,000 $7,188,000 Share-based compensation 483,000 752,000 Accrued compensation and other liabilities 830,000 701,000 Impairment of long lived assets 42,000 42,000 Other - - Valuation allowance (8,862,000) (8,683,000) Net deferred tax asset $- $- |
Note 13 - Commitments and Con32
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following represents approximate future annual minimum lease payments as of December 31, 2015: Year Ending December 31, 2016 40,000 2017 41,000 2018 42,000 2019 3,000 Operating Lease Payable $126,000 |
Note 1 - History and Basis of33
Note 1 - History and Basis of Presentation: Principles of Consolidation (Details) | 12 Months Ended |
Dec. 31, 2015 | |
GCE Mexico I LLC And Subsidiaries | |
Disposal date of 3 Farms in Mexico | Dec. 2, 2015 |
GCE Mexico LLC and Subsidiaries | |
Date of Final Operations of Subsidiaries | Dec. 31, 2015 |
Note 1 - History and Basis of34
Note 1 - History and Basis of Presentation: Inventories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Inventory Write-down | $ 0 | $ 0 |
Note 1 - History and Basis of35
Note 1 - History and Basis of Presentation: Concentration of Credit Risk (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Cash, Uninsured Amount | $ 0 | $ 0 |
Note 1 - History and Basis of36
Note 1 - History and Basis of Presentation: Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable | $ 142,000 | |
Customer Concentration Risk | Sales Revenue, Net | ||
Concentration Risk, Percentage | 93.00% | 99.00% |
Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk, Percentage | 83.00% | 98.00% |
Note 1 - History and Basis of37
Note 1 - History and Basis of Presentation: Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment | Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment, Useful Life | 5 years |
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 1 - History and Basis of38
Note 1 - History and Basis of Presentation: Impairment of Long-Lived Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Write down of long lived assets | $ 438,320 | $ 0 | |
GCE Mexico I LLC And Subsidiaries | |||
Write down of long lived assets | $ 6,700,000 |
Note 1 - History and Basis of39
Note 1 - History and Basis of Presentation: Income/Loss Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 133,110,510 | 111,346,824 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,000,000 | 23,800,000 |
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 | 3,083,332 |
Compensation Based Stock Options and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 93,208,997 | 72,645,311 |
Note 2 - Discontinued Operati40
Note 2 - Discontinued Operations of GCE Mexico and Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Improvement in Balance Sheet | $ 5,100,000 |
Decrease in the Long Term Debt | $ 19,400,000 |
GCE Mexico I LLC And Subsidiaries | |
Disposal date of 3 Farms in Mexico | Dec. 2, 2015 |
Severance Costs | $ 27,000 |
GCE Mexico LLC and Subsidiaries | |
Date of Final Operations of Subsidiaries | Dec. 31, 2015 |
Note 2 - Discontinued Operati41
Note 2 - Discontinued Operations of GCE Mexico and Subsidiaries: Schedule of I/S and B/S of Discontinued operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 537,807 | $ 1,247,581 | |
General and administrative | 1,701,431 | 1,598,587 | |
Loss on Write down of long lived assets | 438,320 | 110,665 | |
Plantation operating costs | 6,065 | 7,544 | |
Other income | 10 | 0 | |
Gain (Loss) on disposal of Fixed Assets | (47) | 23,957 | |
Income tax benefit | 0 | 0 | |
Cash and cash equivalents | 34,704 | 191,544 | $ 41,631 |
Inventory | 26,544 | 27,783 | |
Other current assets | 36,846 | 7,727 | |
PROPERTY AND EQUIPMENT, NET | 7,868 | 456,319 | |
Other noncurrent assets | 2,626 | 5,744 | |
Total Assets of the disposal group in the statement of fiancial position | 3,819,261 | 18,092,951 | |
Accrued interest payable | 455,029 | 253,742 | |
GCE Mexico LLC and Subsidiaries | |||
Revenue | 34,755 | 51,494 | |
General and administrative | (338,278) | (751,543) | |
Gain (Loss) on Disposition of Property Plant Equipment | (75,623) | 0 | |
Loss on Write down of long lived assets | (6,375,321) | 0 | |
Plantation operating costs | 0 | (125,095) | |
Interest Expense, Debt | (821,098) | (978,400) | |
Gain on settlement of liabilities | 200,263 | 24,653 | |
Other income | 2,706 | 354 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (7,372,597) | (1,778,536) | |
Gain (Loss) on disposal of Fixed Assets | (72,343) | 0 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (7,444,940) | (1,778,536) | |
Income tax benefit | 0 | 0 | |
Net Income (Loss) Attributable to Parent | (7,444,940) | (1,778,536) | |
Cash and cash equivalents | 217,271 | 46,941 | |
Accounts Receivable, Net | 0 | 2,767 | |
Inventory | 0 | 7,418 | |
Other current assets | 397 | 29,853 | |
PROPERTY AND EQUIPMENT, NET | 0 | 13,377,936 | |
Other noncurrent assets | 0 | 3,118 | |
Total Assets of the disposal group in the statement of fiancial position | 217,668 | 13,468,033 | |
Accounts payable and accrued expenses | 0 | 269,717 | |
Unpaid compensation balance | 0 | 11,652 | |
Accrued interest payable | 0 | 3,912,865 | |
Accrued return on noncontrolling interest | 0 | 10,101,080 | |
Mortgage notes payable | 0 | 5,110,189 | |
Total Liabilities of the disposal group in the statement of fiancial position | $ 0 | $ 19,124,134 |
Note 3 - Going Concern Consid42
Note 3 - Going Concern Considerations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Loss From Continuing Operations Applicable to Common Shareholders | $ (1,573,412) | $ (2,395,284) |
Accumulated deficit | 34,210,969 | 28,946,103 |
Net Cash Used in Operating Activities | 280,088 | $ 174,968 |
Working Capital | 6,268,354 | |
Capital Contributions from the Preferred Membership Interest | 22,619,569 | |
Mortgages Issued for Land Acquisition | $ 5,110,189 |
Note 4 - Jatropha Business Ve43
Note 4 - Jatropha Business Venture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
ProceedsFromIssuanceOfPreferredMembership | $ 429,743 | $ 1,030,435 |
Capital Contributions from the Preferred Membership Interest | 22,619,569 | |
GCE Mexico I LLC And Subsidiaries | ||
Investors Preferential Return During Period | 12,140,304 | (2,658,350) |
Investors Preferential Return During Period | $ (12,140,304) | $ 2,658,350 |
Note 5 - Property and Equipme44
Note 5 - Property and Equipment: Schedule of Components in Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant and Equipment, Gross | $ 75,303 | $ 466,856 |
Less accumulated depreciation | (67,435) | (10,537) |
Property and Equipment, net | 7,868 | 456,319 |
Land | ||
Property Plant and Equipment, Gross | 0 | 0 |
Plantation Development Costs | ||
Property Plant and Equipment, Gross | 0 | 0 |
Plantation Equipment | ||
Property Plant and Equipment, Gross | 10,574 | 404,026 |
Office Equipment | ||
Property Plant and Equipment, Gross | $ 64,729 | $ 62,830 |
Note 5 - Property and Equipme45
Note 5 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation expense | $ 66,859 | $ 5,488 |
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 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Finite-Lived Intangible Asset, Useful Life | 17 years | |
Amortization Expense | $ 245,000 | $ 245,000 |
Estimated Amortization Expense | $ 245,000 |
Note 6 - Intangible Assets_ S47
Note 6 - Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Intangible Assets | $ 4,168,841 | $ 4,168,841 |
Less accumulated amortization | (686,343) | (441,117) |
Intangible Assets, net | $ 3,482,498 | $ 3,727,724 |
Note 7 - Debt (Details)
Note 7 - Debt (Details) | 12 Months Ended | |||||
Dec. 31, 2015USD ($)a$ / sharesshares | Dec. 31, 2014USD ($) | Jan. 31, 2014USD ($)shares | Mar. 31, 2013USD ($) | Nov. 01, 2012USD ($) | Mar. 31, 2010USD ($) | |
Gain on settlement of liabilities | $ 376,157 | $ 37,382 | ||||
Notes Payable To Mobius | ||||||
Debt Instrument, Face Amount | $ 75,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Debt Instrument, Periodic Payment | $ 5,000 | |||||
Debt Instrument, Maturity Date | Sep. 1, 2014 | |||||
Notes Payable To Shareholder | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Long-term Debt, Gross | $ 26,000 | 26,000 | ||||
Interest Payable, Current | 58,865 | 55,754 | ||||
Convertible Debt Securities | Investor | ||||||
Debt Instrument, Face Amount | $ 130,000 | $ 130,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Class of Warrant, Outstanding | shares | 1,083,332 | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.448 | |||||
Debt Instrument, Unamortized Discount | $ 80,000 | $ 80,000 | ||||
Convertible Debt Securities | GCE Mexico I LLC And Subsidiaries | ||||||
Debt Instrument, Face Amount | $ 567,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.97% | |||||
Class of Warrant, Outstanding | shares | 1,890,000 | |||||
Debt Instrument, Maturity Date, Description | The Convertible Notes matured 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 had been extended until September 15, 2016 | |||||
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 | $ / shares | $ 0.03 | |||||
Asideros I | ||||||
Debt Instrument, Face Amount | $ 2,051,282 | |||||
Area of Land | a | 5,000 | |||||
Payments to Acquire Land Held-for-use | $ 2,051,282 | |||||
Asideros 2 | ||||||
Debt Instrument, Face Amount | $ 963,382 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Payments to Acquire Land Held-for-use | $ 963,382 | |||||
Asideros 2 | Parcel 1 | ||||||
Area of Land | a | 4,500 | |||||
Asideros 2 | Parcel 2 | ||||||
Area of Land | a | 600 | |||||
Asideros 3 | ||||||
Debt Instrument, Face Amount | $ 2,095,525 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Area of Land | a | 5,600 | |||||
Payments to Acquire Land Held-for-use | $ 2,095,525 | |||||
Sustainable Oils LLC Acquisition | ||||||
Debt Instrument, Face Amount | $ 1,300,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
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') | |||||
Mortgage on the farms | ||||||
Gain on settlement of liabilities | $ 5,310,383 | $ 62,035 |
Note 8 - Equity (Deficit) (Deta
Note 8 - Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2015 | |
Issuance of common stock for services, Shares | 0 | |
Share Price | $ 0.003 | |
Series B Preferred Stock | ||
Preferred Stock, Conversion Basis | The Series B Shares may, at the option of each holder, be converted at any time or from time to time into shares of the Company's common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to adjustment for certain events, including stock splits, stock dividends, combinations, or other recapitalizations affecting the Series B Shares. | |
Preferred Stock, Redemption Price Per Share | $ 100 | |
Common stock | ||
Issuance of common stock for services, Shares | 2,118,000 | 2,218,000 |
Share Price | $ 0.005 | |
Unpaid compensation balance | $ 11,090 |
Note 9 - Stock Options and Wa50
Note 9 - Stock Options and Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Options, Granted | 35,063,686 | 4,700,000 | |
Options, Granted, Weighted Average Grant Date Fair Value | $ 0.02 | $ 0.01 | |
Share Price | $ 0.003 | ||
Share-based Compensation | $ 133,000 | $ 57,000 | |
Compensation Cost Not yet Recognized, Stock Based Payments | $ 205,000 | ||
Compensation Cost Not yet Recognized, Period for Recognition | 1 year 5 months 5 days | ||
Employee Stock Option | |||
Fair Value Assumptions, Method Used | Black-Scholes option pricing model | ||
Risk Free Interest Rate | 1.18% | 1.13% | |
Expected Volatility Rate | 114.00% | 175.00% | |
Expected Life | 5 years | 5 years | |
Expected Dividend Yield | 0.00% | 0.00% | |
Common stock | |||
Shares Held in Employee Stock Option Plan, Allocated | 20,000,000 | ||
Share Price | $ 0.005 |
Note 9 - Stock Options and Wa51
Note 9 - Stock Options and Warrants: Schedule of The Status of Options and Compensation-based Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Options, Outstanding, Beginning Balance | 64,945,311 | |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.01 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | 3 years 3 months 18 days |
Options, Outstanding, Intrinsic Value, Beginning Balance | $ 0 | |
Options, Granted | 35,063,686 | 4,700,000 |
Options, Granted, Weighted Average Exercise Price | $ 0.01 | |
Options, Exercised | 0 | |
Options, Forfeited | (4,000,000) | |
Options, Forfeited, Weighted Average Exercise Price | $ 0.02 | |
Options, Expired | (2,800,000) | |
Options, Expired, Weighted Average Exercise Price | $ 0.03 | |
Options, Outstanding, Beginning Balance | 93,208,997 | 64,945,311 |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.02 | $ 0.01 |
Options, Outstanding, Intrinsic Value, Beginning Balance | $ 68,000 | $ 0 |
Options, Vested and Exercisable | 60,058,048 | |
Options, Vested and Exercisable, Weighted Average Exercise Price | $ 0.02 | |
Options, Vested and Exercisable, Weighted Average Remaining Contractual Life | 2 years 2 months 12 days | |
Options, Vested and Exercisable, Aggregate Intrinsic Value | $ 0 |
Note 9 - Stock Options and Wa52
Note 9 - Stock Options and Warrants: Schedule of Stock Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Warrants, Outstanding, Beginning Balance | 3,083,332 | |
Warrants, Weighted Average Exercise Price | 0.01 | |
Warrants, Weighted Average Remaining Contractual Life | 5 years 4 months 2 days | 6 years 3 months 22 days |
Warrants, Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 0 | |
Warrants, Issued | 0 | |
Warrants, Exercised | 0 | |
Warrants, Expired | 0 | |
Warrants, Outstanding, Beginning Balance | 3,083,332 | 3,083,332 |
Warrants, Weighted Average Exercise Price | 0.01 | 0.01 |
Warrants, Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 0 | $ 0 |
Note 10 - Derivative Liabilit53
Note 10 - Derivative Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | |
Change in fair value of derivative | $ (6,500) | $ 0 | |
Embedded Conversion Features | |||
Change in fair value of derivative | 26,000 | ||
Convertible Debt Securities | Investor | |||
Debt Instrument, Face Amount | $ 130,000 | $ 130,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |
Debt Instrument, Unamortized Discount | $ 80,000 | $ 80,000 |
Note 10 - Derivative Liabilit54
Note 10 - Derivative Liabilities: Schedule of Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value, Inputs, Level 3 | |
Embedded Conversion Features | $ 106,000 |
Embedded Conversion Features | |
Fair Value Measurements, Valuation Techniques | Black-Scholes |
Annual dividend yield | 0.00% |
Expected volatility | 113.00% |
Embedded Conversion Features | Minimum | |
Expected live (years) | 9 months |
Risk-free interest rate | 0.21% |
Embedded Conversion Features | Maximum | |
Expected live (years) | 1 year |
Risk-free interest rate | 0.23% |
Note 10 - Derivative Liabilit55
Note 10 - Derivative Liabilities: Schedule of Fair Vaues For Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Change in fair value of derivative | $ (6,500) | $ 0 |
Warrant | ||
Derivative Liability, ending balance | 0 | |
Issuance of warrants and embedded conversion features | 80,000 | |
Change in fair value of derivative | 26,000 | |
Derivative Liability, ending balance | $ 106,000 | $ 0 |
Note 11 - Impairment of Asset56
Note 11 - Impairment of Assets and Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Write down of long lived assets | $ 438,320 | $ 0 |
Plantation Development Costs | ||
Write down of long lived assets | $ 1,537,121 | $ 101,145 |
Note 12 - Income Taxes_ Sched57
Note 12 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal income tax (benefit) at statutory rate (34%) | $ (3,066,000) | $ (814,000) |
State income tax (benefit) , net of federal benefit | (69,000) | (7,000) |
Foreign income tax benefit | 0 | 0 |
Share-based compensation | 16,000 | 66,000 |
Expiration of operating loss and research credit carryforwards | 0 | 0 |
Other differences | (27,600) | 4,000 |
Change in valuation allowance | 179,000 | (26,000) |
Income tax benefit | 0 | 0 |
Preferred Members Of GCE Mexico | ||
Losses allocated | 2,616,000 | 743,000 |
GEHD | ||
Losses allocated | $ 57,000 | $ 34,000 |
Note 12 - Income Taxes_ Sched58
Note 12 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 40.00% | |
Net operating loss carryforward | $ 7,507,000 | $ 7,188,000 |
Share-based compensation | 483,000 | 752,000 |
Accrued compensation and other liabilities | 830,000 | 701,000 |
Impairment of long lived assets | 42,000 | 42,000 |
Other | 0 | 0 |
Valuation allowance | (8,862,000) | (8,683,000) |
Net deferred tax asset | $ 0 | $ 0 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Operating Loss Carryforwards | $ 14,047,000 |
Minimum | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2015 |
Maximum | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2035 |
Note 13 - Commitments and Con60
Note 13 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Rent Expense | $ 27,600 | $ 26,400 |
Options, Granted | 35,063,686 | 4,700,000 |
Options, Granted, Weighted Average Exercise Price | $ 0.01 | |
Chief Executive Officer | ||
Options, Granted | 16,959,377 | |
Options, Granted, Weighted Average Exercise Price | $ 0.0041 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 25% vesting immediatly and the balance vesting in equal amounts over the next 48 months. In the event of a proposed sale, merger or other proposed change in control of the Company, such stock options will immediately vest | |
Base Salary Amount | $ 250,000 | |
Capital Lease Obligations | Minimum | ||
Debt Instrument, Periodic Payment | $ 2,300 | |
Capital Lease Obligations | Maximum | ||
Debt Instrument, Periodic Payment | $ 2,600 |
Note 13 - Commitments and Con61
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2015USD ($) |
Details | |
2,016 | $ 40,000 |
2,017 | 41,000 |
2,018 | 42,000 |
2,019 | 3,000 |
Operating Lease Payable | $ 126,000 |