Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Liquidity Accounting Policy Disclosure [Policy Text Block]

Liquidity

The Condensed Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business.

The Company incurred losses of

$26.8

million for the

nine

months ended

September 30, 2017,

compared to

$19.6

million for the

nine

months ended

September 30, 2016.

The Company had working capital of

$7.6

million at

September 30, 2017,

and used cash in its operations of

$7.7

million for the

nine

months ended

September 30, 2017.

Cash

requirements during the

nine

months ended

September 30, 2017

primarily reflect certain administrative costs related to the Company’s water project development efforts. Currently, the Company’s sole focus is the development of its land and water assets.

The Company’s New Senior Secured Debt and its convertible notes contain representations, warranties and covenants that are typical for agreements of this type, including restrictions that would limit the Company’s ability to incur additional indebtedness, incur liens, pay dividends or make restricted payments, dispose of assets, make investments and merge or consolidate with another person. However, while there are affirmative covenants, there are

financial maintenance covenants and

restrictions on the Company’s ability to issue additional common stock to fund future working capital needs. The debt covenants associated with the New Senior Secured Debt were negotiated by the parties with a view towards the Company’s operating and financial condition as it existed at the time the agreements were executed. At

September 30, 2017,

the Company was in compliance with its debt covenants.

The

Company’s cash resources provide the Company with sufficient funds to meet its working capital needs for a period beyond

one

year from this quarterly report issuance date. The Company

may

meet working capital requirements beyond this period through a variety of means, including construction financing, equity or debt placements, through the sale or other disposition of assets or reductions in operating costs. Equity placements

may

be made using our existing shelf registration. Equity placements, if made, would be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon the Company’s existing stockholders.

Limitations on

the Company’s liquidity and ability to raise capital

may

adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be

assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company.

Cash Flow Supplemental [Policy Text Block]

Supplemental Cash Flow Information

Under the terms of the Prior Senior Secured Debt, the Company was required to pay

50%

of all quarterly interest payments in cash or stock on the Prior Senior Secured Debt, rather than in accretion to principal.

Under the terms of the New Senior Secured Debt, the Company is required to pay

25%

of all future quarterly interest payments in cash.

other payments are due on the corporate secured debt or convertible notes prior to their maturities. During the

nine

months ended

September 30, 2017,

approximately

$433

thousand in interest payments on the corporate secured debt was paid in stock. As a result,

29,706

shares of common stock were issued to the lenders.

In connection with the New Senior Secured Debt, the Company issued a warrant to purchase an aggregate of

357,500

shares of its common stock (

“2017

Warrant”). The Company recorded a debt discount at the time of the closing of the New Senior Secured Debt in the amount of

$2.9

million which was the fair value of the

2017

Warrant issued. The fair value of the

2017

Warrant will be re-measured each reporting period, and the change in warrant value will be recorded as an adjustment to the derivative liability.

During the

nine

months ended

September 30, 2017,

approximately

$2.25

million in convertible notes were converted by certain of the Company’s lenders. As a result,

326,163

shares of common stock were issued to the lenders.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Accounting Guidance

Not

Yet Adopted

May 2014,

the FASB issued an accounting standards update on revenue recognition including enhanced disclosures. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. On

July 9, 2015,

the FASB approved a

one

-year deferral, updating the effective date to

January 1, 2018.

The Company is currently evaluating this new guidance, and expects this new standard will

not

have a material impact on the condensed consolidated financial statements.

February

2016,

the FASB issued an accounting standards update related to lease accounting including enhanced disclosures. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. Lessees will classify leases with a term of more than

one

year as either operating or finance leases and will need to recognize a right-of-use asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. This guidance is effective

January 1, 2019,

but early adoption is permitted. The Company is currently evaluating this new guidance and cannot determine the impact of this standard at this time.

August 2016,

the FASB issued an accounting standards update which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on

eight

specifi

c cash flow issues. This guidance is effective for fiscal years beginning after

December 15, 2017,

and interim periods within those fiscal years, but early adoption is permitted. While the Company continues to asses all potential impacts of this standard, the Company does

not

currently expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements.

January 2017,

the FASB issued an accounting standards update which clarifies the definition of a business and provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after

December 15, 2017,

and interim periods within those periods, with early adoption permitted. While the Company continues to asses all potential impacts of this standard, the Company does

not

currently expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements.

May 2017,

the FASB issued an accounting standards update which clarifies which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting, in

accordance with Topic

218.

An entity should account for the effect of a modification unless all of the following are met:

The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does

not

affect any of the inputs of the valuation technique that the entity uses to value the award, the entity is

not

required to estimate the value immediately before and after the modification.

The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.

The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

This guidance is effective for annual periods beginning after

December 15, 2017,

and interim periods within those periods with early adoption permitted.

While the Company continues to asses all potential impacts of this standard, the Company does

not

currently expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements.

July 2017,

the FASB issued an accounting standards update to provide new guidance for the classification analysis of certain equity-linked financial instruments, or embedded features, with down round features, as well as clarify existing disclosure requirements for equity-classified instruments. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature

longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The guidance is effective for fiscal years beginning after

December 15, 2019,

and interim periods within fiscal years beginning after

December 15, 2020,

with early adoption permitted. The Company is currently evaluating this new guidance and cannot determine the impact of this standard at this time.

Accounting Guidance Adopted

March

2016,

the FASB issued an accounting standards update to simplify the accounting for share-based payments. Under this new guidance, the tax effects related to share based payments are recorded through the income statement. Previously, tax benefits in excess of compensation cost ("windfalls") are recorded in equity, and tax deficiencies ("shortfalls") are recorded in equity to the extent of previous windfalls, and then to the income statement. This guidance is effective

January 1, 2017,

and early adoption was permitted. The new standard also revised reporting on the statement of cash flows. The Company adopted this guidance on

January 1, 2017,

and the new standard did

not

have a material impact on the Company’s condensed consolidated financial statements.

January 2017,

the FASB issued an accounting standards update which eliminates Step

from the goodwill impairment test. Entities should perform their goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit

’s fair value. The amendments in this update are effective prospectively during interim and annual periods beginning after

December 15, 2019,

with early adoption permitted. The Company adopted this guidance on

September 30, 2017,

and the new standard did

not

have a material impact on the Company’s condensed consolidated financial statements.