| QUARTERLY FINANCIAL DATA (Unaudited) |
QUARTERLY FINANCIAL DATA
(Unaudited )
As described in the “Explanatory Note”
prior to Part I to this comprehensive Annual Report, the following unaudited quarterly periods for the three-months ending March
31, the three and six month periods ending June 30 and the three and nine month periods ending September 30 for each year 2019,
2018, 2017 and 2016, and the respective periods for comparative purposes are being filed herein and in lieu of the filing Quarterly
Reports on Form 10-Q for 2019, 2018, 2017 and 2016. The quarterly information for 2015 was previously filed in three Forms 10-Q
that were filed in 2015. The quarterly information in 2015 reflects the Mexico Jatropha operations that were discontinued in the
fourth quarter of 2015.
The following unaudited interim financial statements
have been prepared pursuant to the rules and regulations of the SEC. The footnote disclosures normally included in financial statements
prepared in accordance with United States generally accepted accounting principles (GAAP) have been omitted.. These unaudited statements
reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair
presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year.
The following unaudited financial statements
should be read in conjunction with the audited financial statements and notes thereto included above in this Annual Report for
the year ended December 31, 2019. The accounting policies in preparation of interim reports are the same as those used for the
above audited annual reports included in this Annual Report.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
4,166,517 |
|
|
$ |
285,890 |
|
|
$ |
63,244 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
— |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
4,189,459 |
|
|
|
327,914 |
|
|
|
86,186 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
104,000 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,685,512 |
|
|
|
2,930,738 |
|
|
|
3,175,965 |
|
| DEBT ISSUANCE COSTS |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
5,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,985,930 |
|
|
$ |
3,265,611 |
|
|
$ |
3,269,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,916,364 |
|
|
$ |
2,854,488 |
|
|
$ |
2,837,354 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,006,031 |
|
|
|
1,625,199 |
|
| Accrued interest |
|
|
1,462,941 |
|
|
|
1,130,519 |
|
|
|
815,802 |
|
| Lease liabilities |
|
|
104,000 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
15,854,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
24,873,261 |
|
|
|
8,057,894 |
|
|
|
7,345,211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
25,873,261 |
|
|
|
8,057,894 |
|
|
|
7,345,211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,712,228 |
|
|
|
30,610,179 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,941,101 |
) |
|
|
(35,744,004 |
) |
|
|
(35,017,574 |
) |
| Total Stockholders' Deficit |
|
|
(18,887,331 |
) |
|
|
(4,792,283 |
) |
|
|
(4,076,101 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
6,985,930 |
|
|
$ |
3,265,611 |
|
|
$ |
3,269,110 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of March 31, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,256 |
|
| Accounts receivable |
|
|
13,595 |
|
| Inventory |
|
|
25,921 |
|
| Other current assets |
|
|
100,149 |
|
| Total Current Assets |
|
|
141,921 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
7,094 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,421,191 |
|
| OTHER NONCURRENT ASSETS |
|
|
2,626 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,572,832 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,060,695 |
|
| Accrued compensation and related liabilities |
|
|
1,435,216 |
|
| Accrued interest |
|
|
528,573 |
|
| Notes payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
106,000 |
|
| Total Current Liabilities |
|
|
7,197,340 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on noncontrolling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
— |
|
| |
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,405 |
|
| Additional paid-in capital |
|
|
30,559,890 |
|
| Accumulated deficit |
|
|
(34,629,719 |
) |
| Accumulated other comprehensive income |
|
|
103,903 |
|
| Total Stockholders' Deficit |
|
|
(3,624,508 |
) |
| |
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
3,572,832 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| REVENUE |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
50,334 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative |
|
|
1,027,577 |
|
|
|
126,664 |
|
|
|
216,869 |
|
| Amortization of intangible assets |
|
|
61,307 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Preliminary stage acquisition costs |
|
|
934,243 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
2,023,127 |
|
|
|
187,971 |
|
|
|
278,176 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
(2,023,127 |
) |
|
|
(187,971 |
) |
|
|
(227,842 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
— |
|
| Interest expense, net |
|
|
(90,529 |
) |
|
|
(80,631 |
) |
|
|
(77,302 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
|
|
|
|
|
|
|
|
|
|
| charges related to derivative liability |
|
|
(3,937,000 |
) |
|
|
344,369 |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(4,027,529 |
) |
|
|
— |
|
|
|
(77,302 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NET (LOSS)/INCOME |
|
$ |
(6,050,656 |
) |
|
$ |
156,398 |
|
|
$ |
(305,144 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED LOSS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
|
|
341,529,434 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2016 |
| |
|
|
| REVENUE |
|
$ |
121,647 |
|
| |
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
| General and administrative |
|
|
454,060 |
|
| Other operating |
|
|
— |
|
| Total Operating Expenses |
|
|
454,060 |
|
| |
|
|
|
|
| OPERATING LOSS |
|
|
(332,413 |
) |
| |
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
| Other Income (Expense) |
|
|
(12,820 |
) |
| Interest expense, net |
|
|
(73,517 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
— |
|
| Total Other Income (Expense) |
|
|
(86,337 |
) |
| |
|
|
|
|
| NET LOSS |
|
$ |
(418,750 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(6,050,656 |
) |
|
$ |
156,398 |
|
|
$ |
(305,144 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
43,008 |
|
|
|
10,248 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
61,306 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Change in fair value of derivative liability |
|
|
3,397,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
112,254 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
858,863 |
|
|
|
(26,427 |
) |
|
|
32,130 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
— |
|
|
|
26,944 |
|
| Interest payable |
|
|
90,528 |
|
|
|
80,631 |
|
|
|
78,029 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,059,972 |
) |
|
|
282,157 |
|
|
|
41,080 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(1,059,972 |
) |
|
|
282,157 |
|
|
|
41,080 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
4,166,517 |
|
|
$ |
285,890 |
|
|
$ |
63,244 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(418,750 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
— |
|
| Share-based compensation |
|
|
26,705 |
|
| Write-down of long-lived assets |
|
|
|
|
| Depreciation and amortization |
|
|
62,096 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative liability |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
— |
|
| Inventory |
|
|
623 |
|
| Accounts payable and accrued expenses |
|
|
150,185 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
| Interest payable |
|
|
— |
|
| Other Operating Activities |
|
|
— |
|
| Other noncurrent assets |
|
|
— |
|
| Other current assets |
|
|
(4,460 |
) |
| Net Cash Used in Operating Activities: |
|
|
(183,601 |
) |
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
153,758 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
153,758 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(2,605 |
) |
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(32,448 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,256 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
25,081 |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
2,298,442 |
|
|
|
203,038 |
|
|
|
113,001 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
98,000 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,624,205 |
|
|
|
2,869,432 |
|
|
|
3,114,659 |
|
| DEBT ISSUANCE COSTS |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
755,382 |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
505,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,382,988 |
|
|
$ |
3,079,429 |
|
|
$ |
3,234,619 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,939,808 |
|
|
$ |
2,808,299 |
|
|
$ |
2,879,783 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,003,482 |
|
|
|
1,652,143 |
|
| Accrued interest |
|
|
1,553,470 |
|
|
|
1,211,150 |
|
|
|
967,545 |
|
| Lease liabilities |
|
|
98,000 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
14,536,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
23,663,234 |
|
|
|
8,089,787 |
|
|
|
7,566,327 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
24,663,234 |
|
|
|
8,089,787 |
|
|
|
7,566,327 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
31,179,041 |
|
|
|
30,669,220 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,800,829 |
) |
|
|
(36,021,120 |
) |
|
|
(35,273,181 |
) |
| Total Stockholders' Deficit |
|
|
(18,280,246 |
) |
|
|
(5,010,358 |
) |
|
|
(4,331,708 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
6,382,988 |
|
|
$ |
3,079,429 |
|
|
$ |
3,234,619 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of June 30, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
12,205 |
|
| Accounts receivable |
|
|
62,924 |
|
| Inventory |
|
|
24,431 |
|
| Other current assets |
|
|
— |
|
| Total Current Assets |
|
|
99,560 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
5,453 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,359,885 |
|
| OTHER NONCURRENT ASSETS |
|
|
2,626 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,467,524 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,011,834 |
|
| Accrued compensation and related liabilities |
|
|
1,228,969 |
|
| Accrued interest |
|
|
633,173 |
|
| Notes Payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
— |
|
| Total Current Liabilities |
|
|
6,940,832 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on non-controlling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
— |
|
| |
|
|
|
|
| TOTAL LIABILITIES |
|
|
|
|
| |
|
|
6,940,832 |
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,564,371 |
|
| Accumulated deficit |
|
|
(34,379,221 |
) |
| Accumulated other comprehensive income |
|
|
— |
|
| Total Stockholders' Deficit |
|
|
(3,473,308 |
) |
| Noncontrolling interests |
|
|
— |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
3,467,524 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109,539 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
937,765 |
|
|
|
135,178 |
|
|
|
179,566 |
|
| Amortization of intangible assets |
|
|
61,306 |
|
|
|
61,306 |
|
|
|
61,306 |
|
| Preliminary stage acquisition costs |
|
|
82,693 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
1,081,764 |
|
|
|
196,484 |
|
|
|
240,872 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(1,081,764 |
) |
|
|
(196,484 |
) |
|
|
(131,333 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expenses) |
|
|
— |
|
|
|
— |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(89,546 |
) |
|
|
(80,632 |
) |
|
|
(152,553 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| charges related to derivative liability |
|
|
1,318,000 |
|
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
1,228,454 |
|
|
|
(80,632 |
) |
|
|
(124,274 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (Loss)/Income |
|
$ |
149,690 |
|
|
$ |
(277,116 |
) |
|
$ |
(255,607 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,546,009 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
79,583 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
— |
|
| General and Administrative |
|
|
401,838 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
401,838 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(322,255 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
67,349 |
|
| Interest expense, net |
|
|
(138,770 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
106,563 |
|
| Total Other Income (Expense), Net |
|
|
572,753 |
|
| |
|
|
|
|
| Loss from Continuing Operations |
|
|
250,498 |
|
| |
|
|
|
|
| Loss from Discontinued Operations |
|
|
— |
|
| |
|
|
|
|
| Net (Loss)/Income |
|
$ |
250,498 |
|
| |
|
|
|
|
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
159,873 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
1,065,342 |
|
|
|
261,842 |
|
|
|
396,434 |
|
| Amortization of intangible assets |
|
|
122,613 |
|
|
|
122,613 |
|
|
|
122,613 |
|
| Preliminary stage acquisition costs |
|
|
1,016,936 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
3,104,891 |
|
|
|
384,455 |
|
|
|
519,047 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(3,104,891 |
) |
|
|
(384,455 |
) |
|
|
(359,174 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(180,075 |
) |
|
|
(161,263 |
) |
|
|
(229,856 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance charges related to derivative liability |
|
|
(2,619,000 |
) |
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(2,799,075 |
) |
|
|
263,737 |
|
|
|
(201,577 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(5,903,966 |
) |
|
$ |
(120,718 |
) |
|
$ |
(560,751 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,546,009 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
201,230 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
855,898 |
|
| Other operating |
|
|
— |
|
| Total Operating Expenses |
|
|
855,899 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(654,668 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
54,528 |
|
| Interest expense, net |
|
|
(212,287 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
105,563 |
|
| Total Other Income (Expense), Net |
|
|
486,416 |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(168,252 |
) |
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,149,556 |
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(168,252 |
) |
| Other comprehensive loss-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(168,252 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
146,690 |
|
|
$ |
(277,116 |
) |
|
$ |
(255,607 |
) |
| Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
|
|
|
|
|
| used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
460,395 |
|
|
|
59,041 |
|
|
|
— |
|
| Depreciation and amortization |
|
|
61,307 |
|
|
|
61,306 |
|
|
|
61,306 |
|
| Change in fair value of derivative liability |
|
|
(1,318,000 |
) |
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
(25,081 |
) |
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
23,444 |
|
|
|
(46,189 |
) |
|
|
42,429 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
|
|
(2,549 |
) |
|
|
26,944 |
|
| Interest payable |
|
|
90,529 |
|
|
|
80,631 |
|
|
|
151,743 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(535,635 |
) |
|
|
(124,876 |
) |
|
|
1,734 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(1,891,017 |
) |
|
|
(124,876 |
) |
|
|
1,734 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
4,166,517 |
|
|
|
285,890 |
|
|
|
63,244 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
250,498 |
|
| Adjustments to reconcile net loss to net cash |
|
|
|
|
| used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
4,606 |
|
| Write-down of long lived assets |
|
|
— |
|
| Depreciation and amortization |
|
|
62,933 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(52,764 |
) |
| Inventory |
|
|
1,490 |
|
| Accounts payable and accrued expenses |
|
|
(179,963 |
) |
| Accrued compensation and related liabilities |
|
|
104,566 |
|
| Interest payable |
|
|
178,144 |
|
| Other Operating Activities |
|
|
— |
|
| Other noncurrent assets |
|
|
— |
|
| Other current assets |
|
|
41,306 |
|
| Net Cash Used in Operating Activities |
|
|
49,063 |
|
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
|
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
64,257 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
64,257 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(103,371 |
) |
| |
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
9,949 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
2,256 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
12,205 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(5,903,966 |
) |
|
$ |
(120,718 |
) |
|
$ |
(560,751 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
503,403 |
|
|
|
69,289 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
122,613 |
|
|
|
122,613 |
|
|
|
122,613 |
|
| Change in fair value of derivative liability |
|
|
2,619,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
87,173 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
882,307 |
|
|
|
(72,616 |
) |
|
|
74,559 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
(2,549 |
) |
|
|
53,889 |
|
| Interest payable |
|
|
181,057 |
|
|
|
161,262 |
|
|
|
229,771 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,595,607 |
) |
|
|
157,281 |
|
|
|
42,814 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(2,950,989 |
) |
|
|
157,281 |
|
|
|
42,814 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(168,252 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
31,311 |
|
| Depreciation and amortization |
|
|
125,029 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(52,764 |
) |
| Inventory |
|
|
2,113 |
|
| Accounts payable and accrued expenses |
|
|
(29,778 |
) |
| Accrued compensation and related liabilities |
|
|
104,566 |
|
| Interest payable |
|
|
178,144 |
|
| Other current assets |
|
|
36,846 |
|
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(134,538 |
) |
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
218,015 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
218,015 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(105,976 |
) |
| |
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(22,499 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
12,205 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
217,214 |
|
|
$ |
57,414 |
|
|
$ |
70,996 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
— |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
240,156 |
|
|
|
99,438 |
|
|
|
93,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
89,911 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,562,899 |
|
|
|
2,808,125 |
|
|
|
3,053,352 |
|
| DEBT ISSUANCE COSTS |
|
|
250,000 |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
1,861,481 |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
1,005,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,011,406 |
|
|
$ |
2,914,522 |
|
|
$ |
3,154,249 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,779,971 |
|
|
$ |
2,832,289 |
|
|
$ |
2,944,450 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,003,482 |
|
|
|
1,679,087 |
|
| Accrued interest |
|
|
1,643,998 |
|
|
|
1,291,782 |
|
|
|
1,008,717 |
|
| Lease liabilities |
|
|
90,083 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
1,697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
14,130,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
24,180,008 |
|
|
|
8,194,409 |
|
|
|
7,699,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
24,180,008 |
|
|
|
8,194,409 |
|
|
|
7,699,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
344,029 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
31,216,468 |
|
|
|
30,669,220 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,729,112 |
) |
|
|
(36,290,649 |
) |
|
|
(35,486,334 |
) |
| Total Stockholders' Deficit |
|
|
(18,168,602 |
) |
|
|
(5,279,887 |
) |
|
|
(4544,861 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
6,011,406 |
|
|
$ |
2,914,522 |
|
|
$ |
3,154,249 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of September 30, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
17,179 |
|
| Accounts receivable |
|
|
87,589 |
|
| Inventory |
|
|
23,686 |
|
| Other current assets |
|
|
— |
|
| Total Current Assets |
|
|
128,454 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
3,812 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,298,578 |
|
| OTHER NONCURRENT ASSETS |
|
|
5,253 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,436,097 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
2,917,748 |
|
| Accrued compensation and related liabilities |
|
|
1,283,056 |
|
| Accrued interest |
|
|
685,474 |
|
| Notes Payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
— |
|
| Total Current Liabilities |
|
|
6,953,134 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on non-controlling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
6,953,134 |
|
| |
|
|
|
|
| TOTAL LONG-TERM LIABILITIES |
|
|
6,953,134 |
|
| |
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,564,371 |
|
| Accumulated deficit |
|
|
(34,422,950 |
) |
| Accumulated other comprehensive income |
|
|
— |
|
| Total Stockholders' Deficit |
|
|
(3,517,037 |
) |
| Noncontrolling interests |
|
|
— |
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
3,436,097 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
179,288 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
126,509 |
|
|
|
127,591 |
|
|
|
289,158 |
|
| Amortization of intangible assets |
|
|
61,307 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Preliminary stage acquisition costs |
|
|
106,381 |
|
|
|
|
|
|
|
|
|
| Total Operating Expenses |
|
|
294,197 |
|
|
|
188,898 |
|
|
|
350,465 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(294,197 |
) |
|
|
(188,898 |
) |
|
|
(171,177 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
|
(89,401 |
) |
|
|
(80,631 |
) |
|
|
(41,976 |
) |
| Gain on settlement of liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Change in fair value derivative and finance |
|
|
|
|
|
|
|
|
|
|
|
|
| charges related to derivative liability |
|
|
406,000 |
|
|
|
|
|
|
|
|
|
| Other Income (Expense), Net |
|
|
316,599 |
|
|
|
(80,631 |
) |
|
|
(41,976 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (Loss)/Income |
|
$ |
22,402 |
|
|
|
(269,529 |
) |
|
|
(213,153 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,434 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
117,087 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
150,299 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
150,299 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(33,212 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
3,635 |
|
| Interest expense, net |
|
|
(14,152 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
— |
|
| Total Other Income (Expense), Net |
|
|
(10,517 |
) |
| |
|
|
|
|
| Loss from Continuing Operations |
|
|
(43,729 |
) |
| |
|
|
|
|
| Loss from Discontinued Operations |
|
|
— |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(43,729 |
) |
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,454 |
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(43,729 |
) |
| Other comprehensive income (loss)-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(43,729 |
) |
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
339,161 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
2,048,954 |
|
|
|
389,433 |
|
|
|
685,592 |
|
| Amortization of intangible assets |
|
|
183,920 |
|
|
|
183,920 |
|
|
|
183,920 |
|
| Preliminary stage acquisition costs |
|
|
1,123,317 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
3,356,191 |
|
|
|
573,353 |
|
|
|
869,512 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(3,356,191 |
) |
|
|
(573,353 |
) |
|
|
(530,351 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(269,476 |
) |
|
|
(241,894 |
) |
|
|
(271,832 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| charges related to derivative liability |
|
|
(2,213,000 |
) |
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(2,482,476 |
) |
|
|
(183,106 |
) |
|
|
(243,553 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(5,838,667 |
) |
|
$ |
(390,247 |
) |
|
$ |
(773,904 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
342,208,921 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
318,317 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
1,006,197 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
1,006,197 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(687,880 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
58,163 |
|
| Interest expense, net |
|
|
(226,439 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
106,563 |
|
| Total Other Income (Expense), Net |
|
|
475,899 |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(211,981 |
) |
| |
|
|
|
|
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,454 |
|
| |
|
|
|
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(211,981 |
) |
| Other comprehensive income (loss)-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(211,981 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
22,402 |
|
|
$ |
(269,529 |
) |
|
$ |
(213,153 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
71,742 |
|
|
|
— |
|
|
|
— |
|
| Depreciation and amortization |
|
|
61,306 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Change in fair value of derivative liability |
|
|
(406,000 |
) |
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
25,081 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
(159,665 |
) |
|
|
23,990 |
|
|
|
64,667 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
|
|
— |
|
|
|
26,944 |
|
| Interest payable |
|
|
90,528 |
|
|
|
80,632 |
|
|
|
41,171 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(319,687 |
) |
|
|
(103,600 |
) |
|
|
6,018 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,606,099 |
) |
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,606,099 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(150,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
17,500 |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
132,500 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(2,058,286 |
) |
|
|
(103,599 |
) |
|
|
6,018 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
2,275,500 |
|
|
|
161,014 |
|
|
|
64,978 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
217,214 |
|
|
$ |
57,415 |
|
|
$ |
70,996 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(43,729 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
— |
|
| Share-based compensation |
|
|
— |
|
| Write-down of long lived assets |
|
|
— |
|
| Loss on disposal of fixed assets |
|
|
— |
|
| Depreciation and amortization |
|
|
62,947 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(24,665 |
) |
| Inventory |
|
|
(745 |
) |
| Accounts payable and accrued expenses |
|
|
(94,086 |
) |
| Accrued compensation and related liabilities |
|
|
54,087 |
|
| Interest payable |
|
|
52,301 |
|
| Other Operating Activities |
|
|
— |
|
| Other current assets |
|
|
(2,627 |
) |
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
4,974 |
|
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Proceeds from sale of property and equipment |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
|
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
— |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
— |
|
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
4,974 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
12,205 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
17,179 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(5,881,564 |
) |
|
$ |
(390,247 |
) |
|
$ |
(773,904 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
575,145 |
|
|
|
69,289 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
183,919 |
|
|
|
183,920 |
|
|
|
183,920 |
|
| Change in fair value of derivative liability |
|
|
2,213,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
112,254 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
722,642 |
|
|
|
(48,626 |
) |
|
|
139,226 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
(2,549 |
) |
|
|
80,833 |
|
| Interest payable |
|
|
271,585 |
|
|
|
241,894 |
|
|
|
270,943 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,915,294 |
) |
|
|
53,681 |
|
|
|
48,832 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(2,861,481 |
) |
|
|
|
|
|
|
|
|
| Net Cash Used in Investing Activities |
|
|
(2,861,481 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(250,000 |
) |
|
|
|
|
|
|
|
|
| Proceeds from exercise of stock options |
|
|
17,500 |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(232,500 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(5,009,275 |
) |
|
|
53,681 |
|
|
|
48,832 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
217,214 |
|
|
$ |
57,414 |
|
|
$ |
70,996 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(211,981 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
31,311 |
|
| Write-down of long-lived assets |
|
|
— |
|
| Loss on disposal of fixed assets |
|
|
— |
|
| Depreciation and amortization |
|
|
187,976 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(77,429 |
) |
| Inventory |
|
|
2,858 |
|
| Accounts payable and accrued expenses |
|
|
(123,864 |
) |
| Accrued compensation and related liabilities |
|
|
158,653 |
|
| Interest payable |
|
|
230,445 |
|
| Other current assets |
|
|
34,219 |
|
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(129,564 |
) |
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Proceeds from sale of property and equipment |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
|
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
218,015 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
218,015 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(105,976 |
) |
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(17,525 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
17,179 |
|
|