~~SECURITIESAND~~SECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON,~~COMMISSION ~~D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2015~~2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From________ to _______

333-179669

Commission file number

NEW GLOBAL ENERGY, INC.

(Exact name of small business issuer as specified in its charter)

Wyoming		45-4349842
(State of incorporation)		(IRS Employer Identification Number)

109 East 17th Street, Suite ~~4217Cheyenne~~4217 Cheyenne, WY 82001 (Address of principal executive office)

(~~Address~~307) of633-9192 ~~principal~~(Issuer's ~~executive~~telephone ~~office~~number)

(307) 633-9192(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock: $.0001 Par Value

Title of each class Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of ~~June~~December 3031, ~~2015~~2016 was approximately $351,~~866~~246,~~139~~075 (based on the mean between the closing bid and asked prices of the Common Stock on such date), which value, solely for the purposes of this calculation, excludes shares held by Registrant's officers and directors. Such exclusion should not be deemed a determination by Registrant that all such individuals are, in fact, affiliates of the Registrant.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE REGISTRANTS

PART I
Item 1.	Business	3
Item 1A.	Not Applicable
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	10
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosure about Market Risks	14
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
Item 9A.	Controls and Procedures	40
PART III
Item 10.	Directors and Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	44
Item 13.	Certain Relationships and Related Transactions and Director Independence	45
Item 14.	Principal Accountant Fees and Services	45
PART IV
Item 15.	Exhibits, Financial Statement Schedules	46
Signatures		47

As of March 28, 2018 there were outstanding 14,330,332 shares of New Global Energy, Inc. common stock with a par value $.0001 per share (the "Common Stock").

PART I

Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures:	7

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosure about Market Risks	14
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	46

PART III

Item 10.	Directors and Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	49
Item 13.	Certain Relationships and Related Transactions and Director Independence	49
Item 14.	Principal Accountant Fees and Services	50

PART IV

Item 15.	Exhibits, Financial Statement Schedules	51

Signatures		52

Table of Contents

ITEM 1. BUSINESS

New Global Energy, Inc. ("NGE," or the "Company," “we,” or “our”) is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. The Company focuses on the use of advanced technology and farming techniques ~~with~~to decrease its costs while accelerating its ability to meet and exceed production targets in its aquaculture and agriculture divisions. The Company is focused on optimizing internal growth as well as completing acquisitions of high-growth firms, assets and properties in the ~~goal~~Green market space that will generate incremental revenue and value for NGE. The industry segments of ~~increasing~~interest ~~production~~to the Company include: aquaculture, sustainable agriculture, solar, biofuels and ~~decreasing~~carbon ~~costs~~credits. Management is targeting growth stage assets, operations and companies that possess a proprietary market edge and demonstrate solid opportunities to scale their business.

The Company’s isdevelopment ~~focused~~plan onincludes ~~internal~~aquaculture ~~growth and growth through~~ (the ~~acquisition~~processes of ~~high-growth~~farming ~~firms,~~of ~~assets~~aquatic ~~and~~organisms ~~properties~~such inas ~~the~~fish, ~~Green~~crustaceans, ~~market~~mollusks, ~~space;~~aquatic ~~industry~~plants ~~segments~~and ~~include~~shrimp) and sustainable agriculture, ~~aquaculture,~~(practice ~~and~~of ~~solar~~farming ~~energy~~using ~~generation.~~principles ~~Management~~of ~~is targeting growth stage assets~~ecology, ~~operations~~the ~~and~~study ~~companies~~of ~~that~~relationships ~~possess~~between ~~proprietary~~organisms ~~market edge~~ and ~~demonstrate solid opportunity to scale~~ their ~~business~~environment) . WeIts ~~expect~~development toplans ~~pursue~~also ~~special~~utilize ~~opportunities~~non ~~that~~centralized ~~are~~solar ~~anticipated~~panels to ~~accelerate~~produce ~~shareholder~~power ~~value~~for bythe ~~consolidating~~Company’s ~~certain~~own ~~tiers~~use ofand ~~the~~to $5potentially ~~Trillion~~feed ~~per~~any ~~year~~excess ~~fragmented~~power ~~Green~~into ~~and~~the ~~Renewable~~grid ~~Energy~~serving ~~industry~~local power needs.

~~The~~As ~~first portion~~ of ~~the~~May ~~Company's~~20, ~~development~~2013, ~~plan includes~~ the ~~development~~Company ofhad ~~its~~completed ~~Global~~an ~~Energy~~incremental ~~Plantation~~acquisitions ~~("GEP")~~totaling ~~using~~30.74% ~~its Global Cell concept which combines alternative energy (source~~ of ~~usable~~Aqua ~~energy~~Farming ~~intended to replace fuel sources without the undesired consequences of the replaced fuels) production~~Tech, ~~sustainable~~Inc. ~~agriculture~~ (~~practice of farming using principles of ecology~~“AFT”), ~~the~~a ~~study~~California ofcorporation ~~relationships~~with ~~between~~aquaculture ~~organisms~~ and ~~their~~agriculture ~~environment)~~operations ~~and~~in ~~aquaculture (~~the ~~processes~~Coachella ofValley ~~farming~~in ofSouthern ~~aquatic organisms such as fish~~California, ~~crustaceans,~~from ~~mollusks~~unrelated ~~and aquatic plants)~~parties. InBy ~~summation,~~the ~~our~~end ~~development~~of ~~plan~~2013, ~~will~~the ~~utilize~~Company ~~non~~had ~~centralized~~completed ~~solar~~additional ~~panels~~incremental toacquisitions ~~produce~~from ~~power~~unrelated ~~for~~parties bringing its ~~own~~total ~~use~~ownership ~~and~~ to ~~feed into the power grid serving local power needs while producing farm grown fish, a process currently~~ in ~~operation,~~AFT ~~and,~~to ~~in future operations after the current year, shrimp~~36.69%.

AsIn the process of ~~May~~development ~~20,~~of ~~2013,~~its business and during the ~~Company~~last ~~had~~two ~~completed~~fiscal ~~incremental~~years, ~~acquisitions~~the ~~totaling~~Company ~~30.74%~~acquired ofa non-controlling interest in Aqua Farming Tech, Inc. ("“AFT"”), ~~from~~a ~~unrelated~~California ~~parties.~~corporation Bywith ~~the~~aquaculture ~~end~~and ofagriculture ~~2013,~~operations in the ~~Company~~Coachella ~~had~~Valley ~~completed~~in ~~additional~~Southern ~~incremental~~California. ~~acquisitions~~During ~~from~~2014, ~~unrelated~~the ~~parties~~Company ~~bringing~~acquired ~~its~~and ~~total~~maintained ~~ownership~~an toequity interest of 36.69% in AFT.

InOn July 15, 2014, the ~~process~~Company offor ~~development~~and in consideration of ~~its~~1,250,043 ~~business~~shares ~~and~~of ~~during~~New ~~the~~Global ~~last~~Energy ~~two~~Inc. ~~fiscal~~common ~~years~~stock, ~~the~~Aquaculture ~~Company~~Joint ~~acquired~~Venture, a ~~non-controlling~~ ~~interest~~Nevada inGeneral ~~Aqua~~Partnership, ~~Farming~~assigned ~~Tech,~~a ~~Inc~~43.66% ~~("AFT"),~~Net aRevenue ~~California~~Interest ~~corporation~~in ~~with~~and ~~aquaculture~~to ~~and~~the ~~agriculture~~net ~~operations~~revenues infrom the ~~Coachella~~operations ~~Valley~~of AFT aquaculture operations in Southern California. ~~(see~~over ~~Aqua~~a ~~Farming~~period ~~Tech,~~of ~~Inc~~time. ~~below)~~Cash ~~During~~allocable ~~2014,~~to the ~~Company~~Net ~~acquired~~Revenue ~~and~~Interest ~~maintained~~is ancalculated ~~equity~~and ~~interest~~distributed ofon ~~36.69%~~a inquarterly ~~Aqua~~basis ~~Farming~~within ~~Tech,~~forty ~~Inc.~~five (~~"AFT"~~45), adays ~~California~~after ~~corporation with aquaculture and agriculture operations in~~ the ~~Coachella~~end ~~Valley~~of ineach ~~Southern~~calendar ~~California~~quarter.

OnThe ~~July 15, 2014 the~~ Company ~~for~~has ~~and~~determined inthat ~~consideration~~the ofacquisition ~~1,250,043 shares~~ of ~~New~~this ~~Global Energy Inc~~43.6% ~~common~~net ~~stock~~revenue interest, ~~Aquaculture~~considering ~~Joint~~its ~~Venture,~~previously aheld ~~Nevada~~equity ~~General~~interest ~~Partnership~~(PHEI), ~~assigned~~the aoutstanding ~~43.66%~~debt ~~Net~~owed ~~Revenue~~by ~~Interest~~AFT into the Company and toimplicit ~~the~~variable ~~net~~interest ~~revenues~~resulting from the ~~operations~~Net ofRevenue ~~AFT~~Interest, ~~aquaculture~~that ~~operations~~AFT inwas ~~Southern~~a ~~California~~variable ~~over~~interest aentity, ~~period~~ of ~~time.~~which ~~Cash allocable to~~ the ~~Net~~Company ~~Revenue~~was ~~Interest~~considered isthe ~~calculated~~primary ~~and~~beneficiary. ~~distributed~~Accordingly, onthe aCompany ~~quarterly~~consolidated ~~basis~~AFT ~~within~~as ~~forty five (45) days after the end~~ of ~~each~~July ~~calendar~~15, ~~quarter~~2014.

3 Table of Contents

~~The~~On ~~Company~~September ~~has~~5, ~~determined~~2014, ~~that~~for ~~the~~and ~~acquisition~~in consideration of ~~this~~1,529,412 ~~43.6%~~shares ~~net~~of ~~revenue~~New ~~interest~~Global Energy, ~~considering~~Inc. ~~its~~common ~~peviously~~stock, ~~held~~BioFuel ~~equity~~Development ~~interest~~Joint ~~(PHEI)~~Venture, ~~the~~a ~~outstanding~~Nevada ~~debt~~General ~~owed~~Partnership, byassigned ~~AFT~~a to27.35% ~~the~~Net ~~Company~~Revenue ~~and~~Interest ~~implicit~~in ~~variable~~aquaculture ~~interest~~operations ~~resulting~~of ~~from~~AFT ~~the~~as ~~Net~~defined ~~Revenue~~in ~~Interest,~~a ~~that~~Farm Development Agreement between AFT ~~was~~and a ~~variable~~related ~~interest~~party ~~entity~~dated July 7, of2009, ~~which~~and ~~the~~a ~~company~~7.6% ~~was~~interest ~~considered~~in ~~the~~and ~~primary~~to ~~beneficiary.~~a ~~Accordingly,~~Farm ~~the~~and ~~Company~~Crop ~~consolidated~~Lease ~~AFT~~covering astwo parcels of ~~July~~land (6.1 and 15,.92 ~~2014~~acres) in the Coachella Valley in Southern California.

On ~~August~~September 119, ~~2015~~2014, the Company completed the acquisition of an additional 760,877 common shares of Aqua Farming Tech, Inc., a California corporation ("AFT"), giving it a total ownership in excess of 99% of the outstanding shares of AFT. This transaction was completed for and in consideration of ~~380~~4,~~434~~871,750 shares of New Global Energy, Inc. common stock, ~~plus~~Global ~~warrants~~Energy toTechnology ~~purchase 380~~Group,~~434~~ ~~shares of New Global Energy,~~ Inc., ~~common~~a ~~stock~~Nevada atcorporation, assigned a ~~price of $2~~91.006% ~~per~~interest ~~share~~in ~~for~~and to a ~~period~~Farm ofand ~~five~~Crop ~~years~~Lease ~~from~~covering ~~the~~two ~~date~~parcels of ~~the~~land ~~transaction~~(6.1 ~~These warrants include shareholder appreciation rights~~ and ~~shall~~15.92 beacres) ~~exercisable~~in ~~after six months from~~ the ~~date~~Coachella ofValley ~~the~~in ~~transaction~~Southern California.

~~The~~On ~~Company~~August ~~had~~11, ~~previously~~2015, ~~acquired~~the ~~these~~Company ~~shares~~completed inthe aacquisition ~~2013~~of ~~transaction~~an ~~which~~additional ~~was~~760,877 ~~rescinded~~common ~~due~~shares toof ~~delays~~AFT, ingiving ~~providing~~it ~~sufficient~~a ~~accounting~~total ~~information.~~ownership ~~These~~in ~~issues~~excess ~~have~~of ~~been~~98% ~~resolved~~of ~~and~~ the ~~Company~~outstanding ~~has~~shares ~~elected~~of ~~to proceed with the transaction~~AFT.

~~The~~This ~~Company~~transaction ~~had~~was ~~previously~~completed ~~entered~~for ~~into~~and ~~agreements~~in ~~associated~~consideration ~~with~~of ~~health~~380,434 ~~care~~shares ~~systems~~of ~~but~~New ~~based~~Global ~~upon~~Energy ~~the~~Inc. ~~lack~~common ofstock, ~~progress~~plus ~~associated~~warrants ~~with~~to ~~the~~purchase ~~acquisition~~380,434 ~~during~~shares ~~the~~of ~~reported~~New ~~period~~Global itEnergy, ~~completed~~Inc. ~~agreements~~common ~~providing~~stock at a price of $2.00 per share for ~~mutual~~a ~~rescission~~period of five years from the ~~following~~date ~~agreements~~of the transaction. These warrants include shareholder appreciation rights and shall be exercisable after six months from the date of the transaction.

1.The AnCompany ~~exclusive~~relies ~~license~~on ~~through~~unpatented ~~New~~proprietary ~~Global~~know-how ~~Medical~~and other trade secrets, ~~Inc.~~and ~~from~~employs ~~VIP-PATIENT~~various methods, ~~LLC~~including confidentiality agreements where deemed appropriate, with employees and consultants, customers and suppliers to protect its ~~VIP~~know-how ~~Patient~~and ~~Management~~trade ~~Software System~~secrets. 2.However, Anthese ~~exclusive~~methods ~~license~~may ~~through~~not ~~New~~afford ~~Global~~complete ~~Medical,~~protection ~~Inc~~and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to ~~Canacard~~deter ~~Patient~~current ~~Management~~and ~~Systems~~former ~~Software~~employees, contractors and other parties from ~~ALTERNATE~~breaching ~~HEALTH,~~confidentiality ~~INC~~agreements 3.and Amisappropriating 20proprietary ~~year~~information ~~renewable~~and ~~Service~~it ~~Agreement~~is ~~through~~possible ~~New~~that ~~Global~~third ~~Medical~~parties ~~Inc~~may copy or otherwise obtain and use our information and proprietary technology licensed, without authorization or otherwise infringe on our intellectual property rights. ~~with~~Additionally, ~~ALTERNATE~~we ~~HEALTH~~may license in the future, ~~INC~~trade secrets, and similar proprietary rights to third parties. While we attempt to ~~maintain~~ensure ~~this~~that ~~licensed~~our intellectual property. 4.and Ansimilar ~~associated~~proprietary ~~Management~~rights ~~Consulting~~are ~~agreement~~protected ~~through~~when ~~New~~entering ~~Global~~into ~~Medical~~business relationships, ~~Inc~~third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. ~~with~~In ~~Howard~~the ~~Mann~~future, ~~related~~we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the ~~operation~~value of ~~these~~our ~~systems~~intellectual property. Any litigation could be protracted and expensive and funds may not be available to pursue it.

~~All~~4 Table of ~~these agreements were executory; no money or shares had been exchanged and no business pursuant to the agreements had transpired.~~Contents

4The Company’s focus during the reported period has been on the development of the optimum organizational environment for the growth of food fish and for the growth of agricultural products on adjacent lands. The major impediments to the successful development and operation of aquaculture and agricultural projects has been the difficulty in controlling feed prices, energy costs and control over the price and availability of water.

~~Global~~With ~~Cell~~regard to the control over feed prices in establishing the Company’s optimal farm environment, we have developed a new aquaculture feed regimen which, while using no antibiotics or chemicals, utilizes the superfood Moringa and green algae for Tilapia nutrition during their first four months in grow-out ponds. These nutrient rich algae and other aquatic plants represent a natural environment and provides better cost controls over the feed during Tilapia’s growing cycle.

~~The~~We ~~Global~~continue ~~Cell~~to isgrow ~~being~~Moringa ~~designed~~for touse beas fish food as well as evaluating opportunities in the multi billion dollar market for this superfood as a ~~stand-alone~~human ~~"operational~~nutritional ~~cell"~~product. ~~where~~Research ~~nothing~~from ~~enters~~the National Institutes of Health, a part of the "US Department of Health and Human Services indicates that “scientists agree this is the most nutrient dense botanical on earth” weighing in with over 92 verifiable cell-ready ~~wall"~~nutrients ~~except~~including ~~sunlight~~46 antioxidants, ~~water~~36 anti-inflammatories, vitamins, minerals, omega oils and ~~feedstock~~18 ~~(seeds~~amino &acids ~~fish)~~including nine that are rarely found intact within our present food chain. ~~The~~In ~~cell~~2008, isthe ~~being~~National ~~designed~~Institutes of Health named Moringa the “Botanical of the Year” in celebration of Earth Day. In addition to ~~produce~~other ~~electrical~~content, ~~power~~gram ~~onsite~~for ~~with~~gram ~~excess~~Moringa ~~electricity~~leaves ~~fed~~contain: ~~into~~4 times the ~~power~~calcium ~~Grid~~of milk; 3 times the Potassium of bananas; 4 times the vitamin A of carrots; 7 times the Vitamin C of Oranges and 2 times the protein of yogurt. ~~The~~In ~~Global~~addition ~~Cell~~of isagricultural ~~designed~~feed, it can be used as afertilizer, ~~"Zero~~as ~~Waste"~~pulp ~~operation~~wood in making paper as well as in making other products. ItAnd, it is ~~designed~~used ~~for~~in ~~all~~water ~~waste~~purification, ~~material~~killing tobacteria beand ~~used~~pathogenic ~~onsite:~~germs in polluted water.

~~Fish~~Although ~~tank~~the ~~effluent~~primary >use ~~Plant~~of ~~Irrigation~~Moringa &grown ~~Fertilization~~by the Company to date will be its use in feed for fish, the Company plans to exploit other global opportunities to generate sales. Moringa is sold around the world as a nutraceutical because of it high nutritional and medicinal value.

Integration of Aquaculture ~~Products~~ & Agriculture

Food Fish for Market

Fish Feed from processing wastes

Value Chain Services

Grower Purchase Contracts

Management Planning, and Operations

Harvesting and Processing

The Company relies on unpatented proprietary know-how and other trade secrets of its Global Cell , and employs various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology licensed, without authorization or otherwise infringe on our intellectual property rights. Additionally, we may license in the future, trade secrets, and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and expensive and funds may not be available to pursue it.

The Company's focus during the reported period has been on the development of the optimum organizational environment for the growth of food fish and for the growth of agricultural products on adjacent lands. The major impediments to the successful development and operation of aquacultural and agricultural projects has been the difficulty in control of foods prices, control of energy prices and the control of the price and availability of water.

With regard to the control of food prices, in the creation of the Company's optimal farm environment, we have developed a new aquaculture food regimen which, while using no antibiotics or chemicals, feeds Tilapiathe superfood Moringa and green algae for their first four months in grow-out ponds. These nutrient rich algae and other aquatic plants represent a natural environment while controlling the price of the total amount of food feed to fish during their growing cycle.

We have initiated a test project involving the growth of Moringa for use as fish food and other uses. Research from the National Institutes of Health, a part of the US Department of Health and Human Services indicates that "scientists agree this is the most nutrient dense botanical on earth" weighing in with over 92 verifiable cell-ready nutrients including 46 antioxidants, 36 anti-inflammatories, vitamins, minerals, omega oils and 18 amino acids including nine that are rarely found intact within our present food chain. In 2008 the National Institutes of Health named Moringa the "Botanical of the Year" in celebration of Earth Day.

Although the primary use of Moringa grown in the Company's initial test will be processed as food for fish, Moringa has other primary uses. It is sold around the world as a nutraceutical because of it high nutritional and medicinal value. In addition to other content, gram for gram Moringa leaves contain: 4 times the calcium of milk; 3 times the Potassium of bananas; 4 times the vitamin A of carrots; 7 times the Vitamin C of Oranges and 2 times the protein of yogurt. In addition of agricultural feed, it can be used as fertilizer, as pulp wood in making paper as well as in making other products. And, it is used in water purification, killing bacteria and pathogenic germs in polluted water.

Integration of Solar, Agriculture & Aquaculture

The NGE business model addresses the need to maximize the cost savings available from alternative energy sources and to use alternative food sources to create a more viable environment for aquaculture operations.

~~Solar~~Fish: ~~Electrical~~ ~~power~~Aquaculture isoperations aare ~~primary~~designed ~~product~~to ofyield ~~the~~a ~~Global~~sustainable ~~Cell.~~food ~~Electricity,~~source ~~produced~~in ~~onsite~~a ~~from~~global ~~photovoltaic~~marketplace ~~("solar~~where ~~cell")~~live ~~arrays~~catches ~~used~~decline ~~during~~each ~~daylight~~year ~~hours,~~due to ~~power~~overfishing ~~all~~and ~~plantation~~other ~~operations~~environmental ~~including~~factors. ~~pumps,~~Processing ~~lighting~~the fish on site yields both a food fish product and ~~processing~~SFO ~~equipment.~~(Straight ~~With~~Fish ~~excess~~Oil) ~~power~~which ~~fed~~can ~~into~~be ~~the~~used to power ~~grid~~Diesel ~~where~~generators itor sold. Residue from fish processing is ~~"banked"~~sun-dried ~~under~~and ~~the~~used ~~"net~~as ~~metering"~~fish ~~provisions~~meal. ~~established~~Fish byoil can also be used in the Unutritional industry.S. ~~Energy~~Effluent ~~Policy~~from ~~Act~~the ~~2005~~fish ~~which~~tanks ~~requires~~and ~~all~~ponds ~~public~~are ~~electric~~used ~~utilities~~ to ~~offer~~irrigate ~~net~~the ~~metering~~ on-site ~~request~~crops towith ~~their~~a ~~customers~~nutrient-rich broth of fertilizer.

Agriculture: Moringa or other products grown on site are ~~initially~~currently used asprimarily ~~food~~in feed for aquaculture operations. The Company’s business plan includes expansion of Moringa cultivation with additional crops to be sold ~~for~~into ~~nutraceuticals~~the nutraceutical market and/or as biomass feed stock. Certain agricultural crops are fertilized with fish effluent using nutrient rich water to increase yields of these crops.

65 Table of Contents

~~Fish~~Solar: ~~Aquaculture~~ ~~operations~~Electrical ~~are~~power ~~designed~~is toproduced ~~yield~~onsite afrom ~~sustainable~~photovoltaic ~~food~~(“solar ~~source~~cell”) inarrays anused ~~environment~~during ~~where~~daylight ~~live~~hours, ~~catches~~to ~~decline~~power ~~each~~all ~~year~~plantation operations including pumps, lighting and processing equipment. ~~Processing~~Should the ~~fish~~Company onreach ~~site~~levels ~~yields~~of ~~both~~power ageneration ~~food~~beyond ~~fish~~that ~~product~~required ~~and~~for ~~SFO~~operations, ~~(Straight~~any ~~Fish~~excess ~~Oil)~~power ~~which~~will ~~can~~ be ~~used~~fed tointo the power ~~Diesel~~grid ~~generators~~where orit ~~sold.~~will ~~Residue~~be ~~from~~“banked” ~~fish~~under ~~processing~~the is“net ~~sun-dried~~metering” ~~and~~provisions ~~used~~established asby ~~fish~~the ~~meal~~U.S. ~~Fish~~Energy ~~oil~~Policy ~~can~~Act ~~also~~2005 bewhich ~~used~~requires inall ~~the~~public ~~nutritional~~electric ~~industry.~~utilities ~~Effluent~~to ~~from~~offer ~~the~~net ~~fish~~metering ~~tanks~~on ~~and~~request ~~ponds~~to ~~are~~their ~~used~~customers. toTo ~~irrigate~~date, the ~~on-site~~Company ~~crops~~has ~~with~~not areached ~~nutrient-rich~~such ~~broth~~power ofgeneration ~~fertilizer~~levels.

~~MARKET~~Market ~~FOR~~for ~~PRODUCTS~~Products &and ~~SERVICES:~~Services

~~The~~There ~~marketing and sale of the company's products~~ is ~~subject to successful completion and performance of the Company's Global Cell Concept and as such the Company has not yet entered any of these markets and there is~~ no assurance that expected production levels will be achieved or that there will be any revenues forthcoming.

~~Electricity~~Food Fish: A The Company believes that the primary market ~~opportunity~~advantaged ~~for~~aquaculture product in the ~~Company~~US is tothe ~~provide~~sale ~~electric~~of ~~power~~live ~~generated~~fish ~~onsite~~and ~~from~~shrimp, ~~both~~and ~~solar~~non-frozen ~~power~~fish ~~systems~~fillets, ~~and~~limiting ~~onsite~~preferred ~~diesel-powered~~geographic ~~generators~~locations ~~fired~~to bythose ~~renewable~~near major market areas where established markets now exist. To the extent the market dictates, ~~sustainable~~the ~~biofuel~~Company may enter the frozen fish fillet market. The Company ~~expects~~believes ~~that~~there ~~excess~~is ~~power~~a ~~over~~significant ~~what~~market for it’s ~~uses~~fish ~~will~~production beand ~~sold~~while ~~through~~it ~~net~~doesn’t ~~metering~~have purchase agreements ~~and/~~or ~~power~~sales ~~purchase~~arrangements ~~agreements~~in ~~with~~place, ~~commercial~~the ~~power~~initial ~~providers.~~sales ~~These~~program ~~agreements~~has ~~are~~shown ~~generally~~moderate ~~site~~success ~~specific~~with ~~and~~sales ~~the~~in ~~Company~~fiscal ~~does~~2017 ~~not~~reaching ~~yet~~$553,000. ~~have~~Prices ~~any~~for ~~such~~fish ~~agreements~~sold inhave ~~place~~been ~~and~~determined ~~there~~based ison nocurrent ~~assurance~~market pricing for the ~~sufficient~~products ~~power~~with ~~will~~Company’s beproducts ~~produced~~being tosold ~~sell~~at competitive prices.

The Company ~~has~~expects ~~done~~that anits ~~extensive~~primary ~~reviews~~fish ofproducts ~~solar~~will ~~technologies~~continue to ~~determine~~include ~~the~~Tilapia ~~best~~(both red and black Tilapia), Catfish and Silver Carp which are currently ~~available~~sold ~~technology~~live. The American Tilapia Alliance reports that Tilapia is the 4th most popular seafood in the US. It ~~has~~reports ~~done~~that ~~initial~~the ~~review~~US ~~and~~annually ~~testing~~imports nearly $1 billion worth of ~~solar~~tilapia ~~technology~~while ~~used~~producing ~~with~~another ~~concentrated~~30 ~~solar~~million ~~power~~pounds ~~"CSP"~~in ~~generation~~the ~~and~~US. ~~comparison~~Worldwide ~~reviews~~farm ofraised ~~photovoltaic~~tilapia ~~panel~~is ~~technology~~nearly an $8 billion industry. ItIn ~~has~~2016 ~~developed~~the ~~proposed~~US ~~layouts~~per ~~for~~capita ~~CSP~~consumption ~~systems~~of ~~with~~tilapia ~~thermal~~was ~~storage~~1.18 ~~units~~pounds ~~which~~per ~~can~~person beof ~~used~~the ~~for~~total ~~solar~~US ~~energy~~per ~~production~~capita ~~both~~fish onconsumption ~~and~~of ~~off~~14.9 ~~grid~~pounds per person.

GLOBEFISH, of the Food ~~Fish: The~~and ~~Company~~Agriculture ~~believes~~Organization ~~that~~of the ~~primary~~UN ~~market~~reported ~~advantaged~~that ~~aquaculture~~International ~~product~~demand infor tilapia was steady, though the US ismarket was weak. During the ~~sale~~first half of ~~live~~2017, ~~fish~~approximately ~~and shrimp~~170,000 ~~and~~tons ~~non-frozen~~of ~~fish~~tilapia ~~fillets,~~entered ~~limiting~~the ~~preferred~~international ~~geographic~~market. ~~locations~~It toalso ~~those~~reported ~~near~~that ~~major~~during ~~market~~the ~~areas~~first ~~where~~half ~~established~~of ~~markets~~2017, ~~now~~total ~~exist.~~imports Toof ~~the~~frozen ~~extent~~tilapia fillets into the ~~market~~US ~~dictates,~~fell ~~the~~by ~~Company~~15 ~~may~~percent ~~enter~~when compared with the ~~frozen~~same ~~fish~~period ~~fillet~~in ~~market~~2016. ~~Although~~Despite this decline, the ~~Company~~US ~~believes~~still ~~that~~represents ~~there~~70 isof athe ~~significant~~tilapia market. ~~for~~Fresh ~~the~~tilapia ~~fish~~fillets ~~that~~increased itby ~~expects~~3%. toIn ~~produce~~terms of pricing, itwholesale ~~does~~prices ~~not~~for ~~have~~fresh ~~any~~chilled ~~purchase~~tilapia ~~agreements~~fillets orfrom ~~sales~~Latin ~~arrangements~~America inhave ~~place~~declined ~~and~~by ~~whether~~9.4 orpercent ~~not~~to ~~the~~USD ~~fish~~3.58 ~~can~~per belb. ~~sold~~while ~~and~~prices atof ~~what~~frozen ~~price~~fillets ~~will~~from beAsia ~~subject~~strengthened by 2.6 percent to ~~market~~USD ~~conditions~~1.95 atper lb. China continues to be the ~~time~~main supplier of tilapia to the ~~sale~~US market. ~~There~~Industry issources noin ~~assurance~~Latin America indicate that ~~either~~negative apress ~~market~~about ~~will~~tilapia ~~exist~~from orAsia ~~that~~has contributed to the ~~price~~declining ~~paid~~Latin ~~will~~American ~~produce~~demand aand ~~profit~~likely orprompted ~~even~~more beinterest ~~sufficient~~in tofresh ~~cover~~tilapia ~~costs~~fillets atfrom ~~that~~neighboring ~~time~~countries.

Moringa: The ~~Company~~market ~~expects~~for ~~that~~Moringa ~~its~~has ~~primary~~been ~~fish~~fragmented ~~products~~and ~~will~~is ~~include~~developing ~~Tilapia~~with ~~(both~~methods ~~red~~of ~~and black Tilapia~~farming, ~~Catfish~~use and ~~Silver~~proximity ~~Carp~~of ~~and~~biomass ~~are~~plants ~~sold~~to ~~live)~~production. ~~Tilapia~~The isglobal amarket ~~mild~~for ~~white~~Moringa ~~fish~~products ~~popular~~was ~~around~~estimated ~~the~~at ~~world. In its 2013 Report,~~ the ~~World~~recent ~~Aquaculture~~3d ~~Society~~Global ~~shows~~Moringa ~~Tilapia~~Meet asInternational ~~the~~Workshop ~~fifth~~to ~~most~~be ~~popular~~over ~~fish~~$7 ~~and~~billion ~~Catfish as the seventh most popular fish consumed~~ by ~~weight in the United States (based on 2011 results)~~2020.

76 Table of Contents

USElectricity: ~~Tilapia~~A ~~consumption~~secondary bymarket ~~weight~~opportunity for the Company is to provide electric power generated onsite from both solar power systems and onsite diesel-powered generators fired by ~~year~~renewable, sustainable biofuel. The Company believes that excess power over what it uses could be sold through net metering agreements and/or power purchase agreements with commercial power providers. These agreements are generally site specific and since the Company has ~~been:~~not yet reached power generation levels resulting in excess capacity, it does not yet have any such agreements in place and there is no assurance that sufficient power will be produced beyond that required for its own use.

Year	Metric Tons ofLive Weight
2007		437,000
2008		453,264
2009		465,953
2010		579,443
2011		513,361
2012		613,406
2013		660,762
2014		633,759

The Company has done an extensive reviews of solar technologies to determine the best currently available technology. It has done initial review and testing of solar technology used with concentrated solar power “CSP” generation and comparison reviews of photovoltaic panel technology. It has developed proposed layouts for CSP systems with thermal storage units which can be used for solar energy production both on and off grid.

AITEM ~~report~~1A. ~~from~~RISK ~~GLOBEFISH~~FACTORS a unit in the Food and Agriculture Organization of the United Nations ("FAO") Fisheries and Aquaculture Department responsible for information on international fish trade indicates that the popularity of tilapia, including the high value, air-~~flown~~ ~~fresh~~NOT ~~fillet,~~REQUIRED ~~continues~~FOR toSMALLER ~~grow~~REPORTING among US consumers posting all-time records. Indeed, although imports in all product categories increased in volume only marginally (+2.9%) in 2013, the value of tilapia imports crossed over $1 billion, which is 7% higher than the value of imports in 2012.COMPANIES

AnITEM ~~important market trend for 2013 was that almost 30% more fresh/chilled fillets were imported than compared with 2012, which was a value increase of $195~~1B.8 ~~million~~UNRESOLVED ~~(+33%).~~STAFF ~~Also~~COMMENTS in– 2013, fresh tilapia fillet supplies from Ecuador declined as farmers moved to more lucrative shrimp farming. The supply shortfall from Ecuador was well compensated by a 30% increase in imports of fresh fillets from Honduras, the leading exporter of fresh tilapia fillets in the US market. Fresh fillet imports also increased from Costa Rica (+54.8%) and Colombia (+46.2%).NONE

~~Frozen~~ITEM ~~tilapia fillets made up 76% of the total US tilapia imports in 2013, with a 5% decline in volume recorded but a~~ 2.8% ~~increase in value. Imports of whole frozen tilapia showed significant growth in volume (+50%) and in value (+67%). Major contributors were China, Taiwan Province of China and Panama.~~ PROPERTIES

~~Fishchoice.com~~The ~~Market~~Company ~~Report~~owns ~~Updated~~and ~~September~~operates ~~2014~~a ~~indicated~~large ~~that~~aquaculture ~~after~~operation ~~holding~~on ~~steady~~two ~~for~~parcels ~~the first six months~~ of ~~the~~land ~~year~~totaling at118.9 ~~record~~acres ~~high~~in ~~levels,~~ the ~~price~~Coachella ofValley ~~frozen~~in ~~5/7~~Southern ozCalifornia. ~~treated~~It ~~tilapia~~includes ~~fillets to distributors dipped~~ a ~~dime~~large inworking ~~July~~fish ~~to $2.60~~farm/~~lb. Given that imports from China through June were up 15% to 65~~hatchery,~~000~~ ~~metric~~76 ~~tons,~~masonry ~~the weakness is not a surprise. The weakness may be temporary~~tanks, ~~though.~~5 ~~Chinese processors say they are having a harder and harder time finding raw material to process~~wells, as15 ~~some~~earthen ~~farms have switched to shrimp~~ponds, ~~which are selling at near record high prices. Facing~~ a ~~shortage~~newly ofconstructed ~~fish,~~221 inkW-DC ~~early~~Photovoltaic ~~September~~electric ~~some~~generating ~~Chinese~~system ~~processors have raised the delivered price they are quoting importers from $2.15/lb. to $2.25/lb. for 5/7 oz. fillets. China accounted for almost 90% of the U.S. supply of frozen fillets~~, ~~with~~located ~~Indonesia~~on the ~~only~~Company’s ~~other~~“Thermal” ~~significant~~and ~~source.~~“Mecca” ~~Through June~~properties, ~~Indonesian~~estimated ~~exports of tilapia fillets~~ to ~~the~~produce ~~U.S. were flat at about 5~~381,~~500~~267 ~~metric~~kWh ~~tons. Imports of fresh tilapia fillets through June declined slightly to 13~~annually,~~500~~ ~~metric~~a ~~tons.~~fish ~~The~~processing ~~decline would have been worse~~facility, ~~but~~shop ~~Honduras~~facilities, ~~the~~feed ~~leading~~manufacturing ~~supplier of fresh tilapia to the U.S. market~~facilities, ~~exported~~plant ~~5,250~~nursery ~~metric tons of fresh fillets~~facilities, an8 ~~increase~~acres of ~~44%~~drip ~~over~~irrigated ~~last~~field ~~year. Large new farms in Mexico are also coming~~ on ~~line, as imports of fresh Mexican fillets more than doubled to 1,600 metric tons. Supplies from Ecuador, on the other hand, continue to plummet as farms switch to shrimp. Imports from Ecuador,~~ which ~~until~~is ~~three~~cultivated ~~years~~Moringa ~~ago was the largest fresh tilapia supplier~~trees, ~~declined~~out ~~by more than half to just 1~~buildings,~~400~~ ~~metric~~generators ~~tons,~~and ~~making~~various ~~Ecuador~~additional ~~only~~equipment ~~the~~and ~~fifth~~parts ~~ranking supplier~~inventory. ~~Pricing for fresh tilapia has held steady for the most part of 2014 at $4.10/lb. to distributors for 5/7 oz. fillets FOB Miami.~~

8ITEM 3. LEGAL PROCEEDINGS

~~Moringa~~There was no substantive litigation pending or threatened as of December 31, 2016. There was a subsequent civil matter filed by the U.S. Securities and Exchange Commission in the United States District Court in the Central District of California on September 27, 2017. The Company has retained outside counsel and responded to the complaint. The matter is in the discovery phase and asserts claims against the Company and its CEO for a violation of Sections 5(a) and 5(c) of the Securities Act involving the sale of unregistered securities. The Company and management believe that their actions were proper and expect to vigorously defend the litigation. The Commission seeks recovery of $1,925,000 against the Company and $435,601 against its CEO.

~~The~~ITEM ~~market for Moringa has been fragmented and is developing with methods of farming, use and proximity of biomass plants to production~~4. ~~The~~MINE ~~global~~SAFETY ~~market~~DISCLOSURES: ~~for~~NOT ~~moringa products was estimated at the recent 3d Global Moringa Meet International Workshop to be over $4 billion.~~APPLICABLE

~~ITEM~~7 ~~1B.~~Table ~~UNRESOLVED~~of ~~STAFF COMMENTS:~~Contents

~~NONE~~PART II

ITEM 25. ~~PROPERTIES:~~MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

The ~~Company~~following ~~owns~~table ~~and~~sets ~~operates~~forth athe ~~large~~range ~~aquaculture~~of ~~operation~~high onand ~~two~~low ~~parcels~~bid ofinformation ~~land~~for ~~totaling~~the ~~118.9~~Common ~~acres~~Stock inof the ~~Coachella~~Company ~~Valley~~as inreported ~~Southern~~by ~~California.~~the ItOTC ~~includes~~Markets aon ~~large working fish farm/hatchery, 90 masonry tanks, 5 wells, 12 earthen ponds,~~ a ~~newly~~quarterly ~~constructed~~basis ~~221~~for ~~kW-DC~~each ~~Photovoltaic~~of ~~electric~~the ~~generating~~two ~~system,~~preceding ~~located~~fiscal onyears. ~~the~~The Company's ~~"Thermal"~~shares ~~property,~~have ~~estimated~~traded toin ~~produce~~the ~~381,267~~over-the-counter ~~kWh~~market ~~annually,~~on athe ~~fish~~OTC ~~processing~~market. ~~facility,~~The ~~shop~~Company's ~~facilities,~~Common ~~out~~Stock ~~buildings,~~trades ~~generators~~under ~~and~~the ~~various~~symbol ~~additional equipment and parts inventory~~NGEY.

~~ITEM~~Holders 3of our common stock are entitled to receive dividends as may be declared by the Board of Directors. ~~LEGAL~~Our ~~PROCEEDINGS:~~Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our Directors and will depend on our financial condition, results of operations, capital requirements and other factors the Board of Directors considers relevant.

~~NONE~~The bid quotations represent inter-dealer prices and do not include retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

~~ITEM~~Common ~~4. MINE SAFETY DISCLOSURES:~~Stock

NOT APPLICABLE

Fiscal 2016	High		Low
First Quarter	$	.81	$	.21
Second Quarter		.52		.165
Third Quarter		.217		.07
Fourth Quarter		.161		.085

Fiscal 2015	High		Low
First Quarter	$	4.90	$	2.00
Second Quarter		3.83		2.05
Third Quarter		3.49		0.35
Fourth Quarter		2.75		0.21

~~PART~~As IIof March 28, 2018, there were approximately 783 holders of record of the Company's Common Stock.

ITEM 56. ~~MARKET~~SELECTED ~~FOR~~FINANCIAL ~~REGISTRANT'S~~DATA ~~COMMON~~- ~~STOCK~~NOT ~~AND~~REQUIRED ~~RELATED~~FOR ~~MATTERS~~SMALLER ~~AND~~REPORTING ~~ISSUER PURCHASE OF EQUITY SECURITIES.~~COMPANIES

~~The~~8 ~~following~~Table ~~table sets forth the range~~ of high and low bid information for the Common Stock of the Company as reported by the OTC Markets on a quarterly basis for each of the two preceding fiscal years. The Company's shares have traded in the over-the-counter market on the OTC market. The Company's Common Stock trades under the symbol NGEY.Contents

~~Holders~~ITEM ~~of our common stock are entitled to receive dividends as may be declared by the Board of Directors~~7. ~~Our~~MANAGEMENT'S ~~Board~~DISCUSSION ofAND ~~Directors~~ANALYSIS isOF ~~not~~FINANCIAL ~~restricted~~CONDITION ~~from~~AND ~~paying~~RESULTS ~~any~~OF ~~dividends~~OPERATION but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our Directors and will depend on our financial condition, results of operations, capital requirements and other factors the Board of Directors considers relevant.

The ~~bid~~following ~~quotations~~discussion ~~represent~~and ~~inter-dealer~~analysis ~~prices~~is intended as a review of significant factors affecting our financial condition and doresults ~~not~~of ~~include~~operations ~~retail~~for ~~mark-ups~~the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, ~~markdowns~~the orfollowing ~~commissions~~Management's Discussion and ~~may~~Analysis ~~not~~of ~~necessarily~~Financial ~~represent~~Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual ~~transactions~~results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-K.

~~Common~~Important ~~Stock~~Note about Forward Looking Statements

Fiscal 2015	High		Low
First Quarter	$	4.90	$	2.00
Second Quarter		3.83		2.05
Third Quarter		3.49		0.35
Fourth Quarter		2.75		0.21
Fiscal 2014	High		Low
First Quarter	$	12.00	$	5.00
Second Quarter		12.00		5.00
Third Quarter		7.12		4.00
Fourth Quarter		5.50		3.15

Certain statements made in this report, and other written or oral statements made by or on behalf of the Company, may constitute “forward-looking statements” within the meaning of the federal securities laws. When used in this report, the words “believes,” “expects,” “estimates,” “intends,” and similar expressions are intended to identify forward-looking statements. Statements regarding future events and developments and our future performance, as well as our expectations, beliefs, plans, intentions, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of such statements in this report include descriptions of our plans and strategies with respect to developing certain market opportunities, and our overall business plan. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. We believe that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligations to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

AsOverview ofand ~~April~~Financial ~~22, 2016, there were approximately 774 holders of record of the Company's Common Stock.~~Condition

~~ITEM~~New 6Global Energy, Inc. ~~NOT~~("NGE," ~~REQUIRED~~the "Company," “we” or “our”) is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. The Company focuses on the use of advanced technology and farming techniques to decrease its costs while accelerating its ability to meet and exceed production targets in its aquaculture and agriculture divisions. The Company is focused on optimizing internal growth as well as completing acquisitions of high-growth firms, assets and properties in the Green market space that will generate incremental revenue and value for NGE. The industry segments of interest to the Company include: aquaculture, sustainable agriculture, solar, biofuels and carbon credits. Management is targeting growth stage assets, operations and companies that possess a proprietary market edge and demonstrate solid opportunities to scale their business.

~~ITEM~~The 7.first ~~MANAGEMENT'S~~portion ~~DISCUSSION~~of ~~AND~~the ~~ANALYSIS~~Company’s OFdevelopment ~~FINANCIAL~~plan ~~CONDITION~~includes: ~~AND~~aquaculture ~~RESULTS~~(the OFprocesses ~~OPERATION~~of farming of aquatic organisms such as fish, crustaceans, mollusks, aquatic plants and shrimp), and sustainable agriculture (practice of farming using principles of ecology, the study of relationships between organisms and their environment).

~~The~~Aqua ~~following~~Farming ~~discussion~~Tech, ~~and~~Inc. ~~analysis~~("AFT") iscontinued ~~intended~~during asthe areported ~~review~~period ofto ~~significant~~replace ~~factors~~its ~~affecting~~existing ~~our~~brood ~~financial~~stock ~~condition~~used ~~and results of operations for the periods indicated. The discussion should be read~~ in ~~conjunction~~its ~~with~~Tilapia ~~our consolidated financial statements and the notes presented herein~~production. In addition ~~to historical information~~, ~~the~~in ~~following~~furtherance ~~Management's Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~development ~~and Results~~ of ~~Operations~~its ~~contains~~feed ~~forward-looking~~development ~~statements~~program, ~~that~~AFT ~~involve~~planted ~~risks~~Moringa ~~and~~on ~~uncertainties.~~available ~~Our~~acreage ~~actual~~on ~~results~~the ~~could~~Company’s ~~differ~~“Thermal” ~~significantly~~property ~~from~~and ~~those~~has ~~anticipated~~been inusing ~~these~~it ~~forward-looking statements~~ as a ~~result~~component of ~~certain~~the ~~factors~~feed ~~discussed~~used in ~~this~~its ~~Form~~own ~~10-K~~aquaculture operations.

~~Overview~~9 ~~and~~Table ~~Financial~~of ~~Condition~~Contents

~~New~~Results Global Energy, Inc. ("NGE" or the "Company") is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. The Company focuses on the use of ~~advanced~~Operations ~~technology~~for ~~and farming techniques with~~ the ~~goal~~Fiscal ofYears ~~increasing~~ended ~~production~~December ~~and decreasing costs. The Company is focused on internal growth and growth through the acquisition of high-growth firms~~31, ~~assets~~2016 and properties in the Green market space; industry segments of interest to the Company include sustainable agriculture, aquaculture and solar. Management is targeting growth stage assets, operations and companies that possess proprietary market edge and demonstrate solid opportunity to scale their business. We expect to pursue special opportunities that are anticipated to accelerate shareholder value by consolidating certain tiers of the $5 Trillion per year fragmented Green and Renewable Energy industry.2015

The ~~first portion of the~~ Company's ~~development~~had ~~plan~~revenues ~~includes~~for the ~~development~~year ofended ~~its~~December ~~Global~~31, ~~Energy~~2016 ~~Plantation ("GEP") using its Global Cell concept which combines alternative energy (source~~ of ~~usable~~$179,657, ~~energy~~compared ~~intended~~ to ~~replace~~revenues ~~fuel~~in ~~sources~~2015 ~~without the undesired consequences~~ of ~~the replaced fuels) production~~$44,090. ~~sustainable~~The ~~agriculture~~2016 ~~(practice~~revenues ofresult ~~farming~~mainly ~~using~~from ~~principles~~the ofincrease ~~ecology,~~in ~~the~~sale ~~study~~ of ~~relationships~~live ~~between~~fish ~~organisms~~including ~~and~~Tilapia ~~their environment)~~ and ~~aquaculture~~Silver ~~(the~~Carp ~~processes of farming of aquatic organisms such~~ as ~~fish,~~we ~~crustaceans,~~sold ~~mollusks~~approximately ~~and aquatic plants). In summation~~15,000 ~~our~~pounds ~~development~~of ~~plan~~fish ~~will~~at ~~utilize~~an ~~non~~average ~~centralized~~price ~~solar~~of ~~panels~~$2.95 toper ~~produce~~pound ~~power~~in ~~for~~2015 ~~its~~compared ~~own use and~~ to ~~feed into the power grid serving local power needs while producing farm grown fish~~58,000 apounds ~~process currently~~ in ~~operation,~~2016 ~~and,~~at inan ~~future~~average ~~operations~~of ~~after~~$3.18 ~~the~~per ~~current year, shrimp~~pound.

10Cost of goods sold generally include fish feed, direct and indirect labor, electricity and water. Cost of goods sold increased from $49,679 in 2015 to $151,495 in 2016. This increase was a result of more fish being sold year-over-year.

~~Aqua Farming Tech~~Selling, ~~Inc.~~general ~~("AFT")~~and ~~continued~~administrative ~~during~~expenses for the ~~reported~~year ~~period~~ended toDecember ~~replace~~31, ~~its~~2016 ~~existing~~were ~~brood~~$2,136,711 ~~stock~~up ~~used~~from ~~in its Tilapia production. It addition~~$1,350,108 infor ~~furtherance of~~ the ~~development~~prior ofyear. ~~its~~The ~~feed~~increase ~~development~~is ~~program,~~attributable ~~AFT planted Moringa on available acreage on the Company's "Thermal" property~~ to bean ~~used~~increase ~~and has been using it as a component of the feed used~~ in ~~its~~overall ~~own~~operational ~~aquaculture operations~~ costs.

~~Important~~During ~~Note~~the last quarter of 2015 and for full fiscal 2016, the Company made pre-sales of about ~~Forward~~1,322,000 ~~Looking~~pounds ~~Statements~~of fish. The contracts called for delivery of the fish by the end of 2016 and are currently in default. Due to production volume limitations, the Company has been unable to complete the deliveries contemplated in the contracts. The completion of these contracts would require the Company’s production levels to be substantially increased and would limit the Company’s ability to generate current cash flow generating revenues. Further, at current market prices, the delivery pricing within the contracts would result in potential losses to the Company of approximately $1,277,235 in excess of the value collected on the presold fish. The Company took a charge of $2,299,372 for these losses in 2016. No such charges were taken in 2015.. Management plans to enter into discussions relative to entering into extension agreements with the contract holders shortly. They anticipate meeting contract deliveries will be a multi year process and anticipate offering the contract holders alternatives to fish deliveries in satisfaction of the outstanding contract amounts due.

~~Forward-looking~~We ~~statements~~took ~~such~~charges asagainst ~~this~~our ~~are~~goodwill ~~subject~~which toresulting ~~risks~~from ~~and~~our ~~uncertainties~~acquisition ~~that~~of ~~could~~AFT ~~cause~~in ~~actual~~2014 ~~results~~and ~~to differ materially from those contemplated by a forward-looking statement~~2015. These ~~risks~~impairment ~~and~~charges ~~uncertainties~~amounted include, without limitation: (1) the potential acquisitions or mergers may not be consummated in a timely manner, if at all; (2) any merger agreement may be terminated in circumstances that require the Company to ~~pay a termination fee or reimburse certain expenses; (~~$3),680,283 ~~the diversion of management's attention from the Company's ongoing business operations; (4) the ability of the Company to retain~~ and ~~hire~~$12,502,318 ~~key~~for ~~personnel; (5)~~ the ~~effect~~years ofended ~~the~~December ~~announcement of any acquisition or Merger on the Company's business relationships~~31, ~~operating~~2016 ~~results~~ and ~~business~~2015, ~~generally;~~respectively, ~~(6) competitive responses to any proposed Merger;~~ and ~~(7)~~were ~~the~~based ~~failure~~on toour ~~obtain~~evaluation ~~any~~of ~~requisite~~conditions ~~approvals~~we toface ~~any Merger, such~~ as ~~stockholder~~well ~~approval. The Company expressly disclaims any obligation to update or revise any forward-looking statement, whether~~ as aproduction ~~result~~and ofoperational ~~new information, future events or otherwise~~considerations.

~~Results~~10 Table of ~~Operations for the Fiscal Years ended December 31, 2015 and December 31, 2014~~Contents

~~The~~We ~~Company~~charge ~~had~~the ~~revenues~~initial ~~for~~valuation of the ~~year~~conversion ~~ended~~feature ~~December~~and ~~31,~~warrants ~~2015~~by offsetting the carrying value of ~~$44,090,~~the ~~compared~~note up to ~~revenues~~the principal. Initial derivative values in ~~2014~~excess of ~~$31,322~~note principal are immediately charged to interest expense. ~~The~~Due ~~2015~~to ~~revenues~~the ~~result~~decrease ~~mainly~~in ~~from~~value of the ~~sale~~warrants, we recognized a gain in the derivative valuation of ~~live~~$549,175 ~~fish~~for ~~including~~the ~~Tilapia~~year ~~and~~ended ~~Silver~~December ~~Carp~~31, ~~and~~2015. toFor athe ~~lesser~~year ~~extent~~ended December 31, ~~Moringa~~2016, ~~leaves~~the ~~cultivated~~warrants ~~from~~expired ~~plants~~unexercised ~~grown~~and we recognized an additional gain of $10,935 on ~~AFT~~the ~~property~~remaining derivative balance.

~~Selling,~~Other ~~general~~income and ~~administrative~~losses ~~expenses~~recognized ~~for the year ended December 31, 2015~~ were ~~$1,350,108,~~related ~~down from $3,494,048 for the prior year. The decrease can be attributed~~ to alosses ~~reduction~~on indisposal ~~stock~~of ~~based compensation and overall operational costs~~assets, ~~offset~~interest byexpense anand ~~increase~~gains/losses inon ~~fixed~~settlements ~~asset~~of ~~depreciation expense~~debt.

WeEmerging ~~charge~~Growth the initial valuation of the conversion feature and warrants by offsetting the carrying value of the note up to the principal. Initial derivative values in excess of note principal are immediately charged to interest expense. Derivative valuation charged was $549,175 for the year ended December 31, 2015 decreasing the fair value of warrants to $10,935 as of December 31, 2015, with the decrease substantially due to the conversion and payment of the notes. Thederivative valuation charged to expense was $6,025,137 in 2014. Company

11We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

~~Emerging~~Liquidity ~~Growth~~and ~~Company:~~Capital Resources

We qualify as an "emerging growth company" under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

	Cash Flows for the Years Ended
	December 31, 2016			December 31, 2015

Net Cash Used in Operating Activities	$	(156,784	)	$	(273,813	)
Net Cash Used in Investing Activities	$	(27,473	)	$	(16,947	)
Net Cash Provided by Financing Activities	$	62,747		$	390,499
Cash Ending Balance	$	3,236		$	124,746

~~The~~Although the consolidated financial statements show revenues, the Company ~~has~~did ~~evaluated~~not ~~all~~generate ~~new~~sufficient ~~relevant~~revenue ~~accounting~~and ~~pronouncements~~gross ~~for~~profit ~~impact~~to oncover ~~our~~its ~~financial~~operating ~~statements~~costs. ~~Management~~Additionally, ~~does~~the Company’s cash position is not ~~believe~~sufficient to support the ~~pronouncements~~Company’s ~~will~~daily ~~have~~operations for the next twelve months. Management raised approximately $2.4 million in September 2017 by way of a ~~material~~loan. ~~impact~~Management onbelieves that the ~~financial~~actions ~~statements~~presently ~~unless~~being ~~otherwise~~taken ~~disclosed,~~to further implement its business plan and generate enhanced revenues for 2018 could provide the opportunity for the Company ~~does~~to ~~not~~continue ~~believe~~as ~~that~~a ~~there~~going ~~are~~concern. ~~any~~While ~~other~~the ~~new~~Company ~~accounting~~believes ~~pronouncements~~in ~~that~~the ~~have~~viability ~~been~~of ~~issued~~its strategy to generate revenues, achieve profitability and in its ability to raise additional funds, there can be no assurances to that ~~might~~effect. ~~have~~The ability of the Company to continue as a ~~material~~going ~~impact~~concern onis dependent upon the Company’s ability to further implement its ~~financial~~business ~~position~~plan, orgenerate ~~results~~revenues and reach profitability. At December 31, 2016, the Company had minimal cash, an accumulated deficit of ~~operations~~$45,436,513 and a working capital deficiency of $5,463,756. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

~~Liquidity~~11 ~~and~~Table ~~Capital~~of ~~Resources~~Contents

	Cash Flows for the Years Ended
	December 31,2014			December 31,2015
Net Cash Used in Operating Activities	$	(584,130	)	$	(273,813	)
Net Cash Used in Investing Activities	$	(342,129	)	$	(16,947	)
Net Cash Provided by Financing Activities	$	932,191		$	390,499
Cash Ending Balance	$	25,008		$	124,746

Operating Activities

~~Although~~Net ~~the consolidated financial statements show revenues, the Company's~~ cash ~~position~~flow isused ~~not~~in ~~sufficient~~operating toactivities ~~support~~was ~~the~~$156,784 ~~Company's daily operations~~ for the ~~next~~year ~~twelve~~ended ~~months.~~December ~~Management~~31, ~~intends~~2016 to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as acompared ~~going concern. While the Company believes in the viability of its strategy~~ to ~~generate revenues and in its ability to raise additional funds~~$273,815 ~~there~~for ~~can be no assurances to that effect. The ability of~~ the ~~Company~~year toended ~~continue~~December ~~as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The company has minimal cash~~31, ~~a net loss of $14~~2015,~~977,382~~ ~~and~~ a ~~working~~decrease ~~capital deficit~~ of $2117,~~469,734~~031. ~~These factors, among others, raise substantial doubt about the company's ability to continue as a going concern.~~

~~Financing~~Net ~~Activities~~cash flow used in operating activities for the year ended December 31, 2016 primarily reflected net loss of approximately $8,547,000 and the add-back of non-cash items consisting of a gain on derivative valuation of $10,935, loss realized upon disposal of fixed assets of $13,000, depreciation of $444,296, write down of goodwill of $3,680,283, write down of subscriptions receivable of $247,164, and stock based compensation of $959,300. Changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of approximately $150,000, an increase in inventory of approximately $626,000, a decrease in deferred commissions – related party of approximately $371,000, related to the prepayment of commissions on future fish sales, a decrease in accounts payable of approximately $71,000, an increase in accrued expenses of approximately $46,000, an increase in accrued expenses – related party of approximately $683,000, an increase in accrued loss of future delivery of presold fish of approximately $1,277,000 and an increase in deferred revenue of approximately $1,598,000.

Net cash flow used in operating activities for the year ended December 31, 2015 primarily reflected net loss of approximately $15,296,000 and the add-back of non-cash items mainly consisting of gain on derivative valuation of $549,175, loss realized upon disposal of fixed assets of $125,938, depreciation of $655,109, write down of goodwill of $12,502,318, loss realized on note revaluation of $48,688 and stock based compensation of $185,067. Change in operating assets and liabilities consisting of a decrease in accounts receivable of approximately $1,000, a decrease in inventory of approximately $34,000, an increase in deferred commissions – related party of approximately $371,000 related to the prepayment of commissions on future fish sales, an increase in accounts payable of approximately $162,000, an increase in accrued expenses of approximately $260,000, and an increase in deferred revenue of approximately $881,000.

InInvesting ~~February~~Activities and March 2015, the Company settled debt of $208,000 for 4,160 shares of the Company's Series A Redeemable Convertible Preferred stock. The Company later issued 15,840 shares for $438,800 and recorded a stock subscription receivable of $353,200. The Company showed a loss upon the settlement of this debt of $1,086,715 based on the fair value of the preferred stock.

~~For~~During the ~~year~~years ended December 31, 2016 and 2015, ~~net~~we ~~cash~~purchased ~~provided~~certain ~~from~~farming ~~financing~~equipment ~~activities was the result~~ of $~~438~~27,~~800~~473 ~~from~~and ~~the sales of preferred stock to a related party. An additional~~ $1516,~~210~~947, ~~was received directly from a second related party~~respectively. ~~Proceeds from notes offset against payments on notes netted a total cash outflow of $63,511.~~

~~The~~Financing ~~Company~~Activities has historically met its cash needs through a combination of cash flows from operating activities along with loans payable, notes payable from related parties and through the sale of both common and preferred stock.

OnFor the year ended December 1431, ~~2015~~2016, ~~the~~net ~~Company~~cash ~~issued~~provided afrom ~~total~~financing ofactivities ~~283,783~~was ~~shares of~~ the ~~Company's~~result ~~Restricted~~of ~~Common~~borrowings ~~Stock~~of to$212,139 from a ~~related~~solar ~~party.~~panel ~~The~~installer ~~shares~~offset ~~were~~by ~~transferred~~payments inmade ~~exchange~~to ~~for~~the ~~$133,378~~solar inpanel ~~services~~installer ~~provided~~and byon a ~~related~~note ~~party~~payable amounting to ~~the~~$149,392, ~~Company.~~netting a total inflow of $62,747.

~~Contractual~~For ~~Obligations~~the year ended December 31, 2015, net cash provided from financing activities was the result of $438,800 from the sales of preferred stock to a related party. An additional $15,210 was received directly from a second related party. Proceeds from notes payable of $70,500 and repayments of related party notes of $134,011, netted inflows of $390,499.

The ~~company has acquired Net Revenue interests and crop leases (see Overview of Financial Condition above). In addition, the~~ Company has ~~been~~historically ~~reviewing~~met ~~various real properties to utilize in~~ its ~~business~~cash ~~plan~~needs ~~and~~through ~~has~~a ~~been~~combination ~~exploring the use~~ of ~~project~~cash ~~finance~~flows ~~structures~~from tooperating ~~fund such acquisition and development of business~~ activities. ~~The~~along ~~Company~~with ~~expects~~loans topayable, ~~enter~~notes ~~into~~payable ~~such~~from ~~transaction~~related orparties ~~transactions~~and ~~during~~through the ~~next~~sale 12of ~~months.~~both ~~There~~common ~~are currently no transactions under contract~~ and ~~there~~preferred ~~is no assurance that the company will be able to complete such transactions~~stock.

On12 ~~May~~Table ~~11, 2015, the Company's Board~~ of Directors approved the acquisition of certain technologies through three agreements including an exclusive license to VIP Patient Management Software System (Electronic Medical Records (EMR) and Electronic Health Records (EHR) Platforms) an exclusive license to Canacard Patient Management Systems Software, a HIPAA compliant platform that manages end-to-end transactions involved in providing safe access to controlled substances. The exclusive license from ALTERNATE HEALTH, INC., and is for a period of 20 years for the United States and Puerto Rico. This software is included under the International Patent Application PCT/CA2014/050890. The Company agreed to issue 1,500,000 commons shares for these licenses as well as warrants to purchase an additional 1,100,000 at a price equal to 50% of the market price on the day of issue.Contents

~~During~~The ~~the~~Company ~~reported~~entered ~~period,~~into a Promissory Note Secured by a Deed of Trust by and among the Company, ~~entered~~AFT ~~into~~and aother ~~mutual~~related ~~rescission~~persons ~~agreement~~thereto from time to time as guarantors with ~~these~~California ~~two~~Real ~~companies~~Estate ~~rescinding~~Opportunity ~~and~~Fund ~~terminating~~LP, ~~this~~as ~~transaction~~lender. ~~which~~The ~~had~~loan, ~~remained~~first andated ~~executory~~August ~~agreement~~28, 2017, provides for a loan of $2,400,000 to be used to pay off the existing loan with noa ~~shares~~bank, ~~being~~certain ~~transferred~~other obligations recorded against the property, ~~money~~for ~~paid~~capital orimprovements ~~services~~and ~~rendered~~for working and expansion capital for the Company’s aquaculture and agriculture operations. The loan is secured by all of the assets of the Company.

~~During~~The ~~the~~loan ~~reported~~is ~~period~~payable ~~the~~with ~~Company~~interest ~~retained~~on ~~a consulting firm under an investment banking agreement to act as financial advisor and represent~~ the ~~company~~unpaid asprincipal ~~placement~~balance ~~agent~~at in the ~~private~~annual ~~placement~~rate of ~~shares~~13.00%. ~~The~~Interest ~~Company~~is ~~has~~payable ~~paid~~monthly ~~$12,500~~with of the ~~initial~~remaining ~~retainer~~balance ~~under~~of ~~the~~principal ~~agreement~~ and ~~has~~interest ~~agreed~~due toMarch ~~issue warrants for the purchase of 100~~1,~~000~~ ~~shares of the Company's common stock over a period of 7 years at a price of $~~2019.~~001 per share.The Company valued these warrants on the grant date and is expensing the fair value over the six month term of the agreement.~~

13Contractual Obligations

~~During~~In ~~the~~August ~~reported~~2015, ~~period~~ the Company entered into a sales commission agreement with a related party for the sale of tilapia futures. Per the agreement, ~~signed in August of 2015,~~ the related party is entitled to 40% of all futures sales when the buyer is referred by the related party. As of December 31, ~~2015~~2016, the Company has paid $~~370~~989,~~740~~624 to the related party, which is recorded as deferred commission ~~and accrued an additional $6,630 in commissions due to the related party~~ as a result of $~~875~~2,~~601~~474,059 in future fish sales. The payments received will be held as deferred revenue and the commissions paid as a deferred commission on the Company's balance sheet until the fish are delivered ~~in 2016~~.

~~Commitments~~The Company has acquired Net Revenue interests and ~~Capital~~crop ~~Expenditures~~leases (see Overview of Financial Condition above). In addition, the Company has been reviewing various real properties to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities. The Company expects to enter into such transaction or transactions during the next 12 months. There are currently no transactions under contract and there is no assurance that the company will be able to complete such transactions.

~~The~~Commitments ~~Company~~and ~~had~~Capital noExpenditures ~~material commitments for capital expenditures as of December 31, 2015.~~

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~had no material commitments for capital expenditures as of December 31, 2016.

~~Mecca~~Off-Balance ~~Solar~~Sheet ~~Panels~~Arrangements

On December 11, 201l, the company's subsidiary, Aqua Farming Technologies, Inc. "AFT", entered into a land lease and solar panel easement agreement with a related party. Per the agreement, AFT leased land under its ownership, called Mecca, to the related party for a 10 year period beginning at the date of solar panel installation in 2014 and at a total cost of $1.00 for the entire lease period. In exchange for the lease agreement, the related party purchased, at a cost of $540,987, a solar panel array installed at the Mecca property. As a fee for the energy provided to AFT's farm and equipment by the installed solar panels, AFT is committed to pay $3,130 per month for 72 months, beginning at installation date, to the builder of the solar array, Sun Valley Solar, ~~Inc. or its assignee. In addition, on October 1, 2016, AFT will begin paying the related party $2,500 a month for the rest of the useful life of the solar array.~~ Panels

~~ITEM~~On 7ADecember 11, 201l, the Company’s subsidiary, AFT, entered into a land lease and solar panel easement agreement with a related party. ~~QUANTITATIVE~~Per ~~AND~~the ~~QUALITATIVE~~agreement, ~~DISCLOSURES~~AFT ~~ABOUT~~leased ~~MARKET~~land ~~RISKS~~under its ownership, called Mecca, to the related party for a 10 year period beginning at the date of solar panel installation in 2014 and at a total cost of $1.00 for the entire lease period. In exchange for the lease agreement, the related party purchased, at a cost of $540,987, a solar panel array installed at the Mecca property. As a fee for the energy provided to AFT’s farm and equipment by the installed solar panels, AFT is committed to pay $3,130 per month for 72 months, beginning at installation date, to the builder of the solar array, Sun Valley Solar, Inc. or its assignee. In addition, on October 1, 2016, AFT will begin paying the related party $2,500 a month for the rest of the useful life of the solar array.

~~Market~~13 ~~risk~~Table is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company has limited exposure to market risks related to changes in interest rates. The Company does not currently invest in equity instruments of ~~public or private companies for business or strategic purposes.~~Contents

~~The~~Critical ~~principal~~Accounting ~~risks~~Policies ~~of loss arising from adverse changes in market rates~~ and ~~prices~~Use to which the Company and its subsidiary are exposed relate to interest rates on debt. The Company has fixed rate and variable rate debt. All debt outstanding to related parties, $396,036 and $295,558 as of ~~December~~Estimates 31, 2015 and 2014, respectively, has been borrowed at fixed interest rates of 10%. The Company has $640,819 of notes payable outstanding as of December 31, 2015, of which $31,000 has been borrowed at fixed rates of 10% and $111,361 bears no interest.

The ~~remaining~~preparation ~~note~~of ~~payable,~~financial ~~$489,459~~statements toin aaccordance ~~bank,~~with isaccounting ~~subject~~principles togenerally aaccepted ~~variable~~in ~~interest rate based on~~ the ~~Wall~~United ~~Street~~States ~~Journal~~(“US ~~Prime~~GAAP”) ~~rate,~~requires ormanagement ~~the~~to ~~"Index"~~make ~~plus~~estimates ~~2.5%~~and ~~percent,~~assumptions ~~with~~that affect the ~~minimum~~reported ~~interest~~amounts ~~rate~~ of ~~6.5%.~~assets, ~~The~~liabilities, ~~current~~revenues, ~~Index~~and ~~rate~~expenses, as ofwell as the ~~date~~related ofdisclosures ~~filing is 3.50%. An Index rate~~ of ~~over~~contingent 4%assets isand ~~necessary~~liabilities ~~for~~at ~~any~~the ~~adjustments~~date inof the ~~current~~financial ~~interest~~statements. ~~rate~~Management ofevaluates ~~the~~its ~~note~~accounting policies, aestimates, ~~rate~~and ~~which~~judgments ~~has~~on ~~not~~an ~~occurred~~ongoing ~~since 2008~~basis. ~~Taking~~Management ~~these~~bases ~~facts~~its ~~under~~estimates ~~consideration,~~and asjudgments ~~well~~on ashistorical ~~the~~experience 3and ~~year~~various ~~payback~~other ~~period~~factors onthat ~~the~~are ~~note,~~believed ~~Management~~to ~~does~~be ~~not~~reasonable ~~anticipate~~under the ~~interest~~circumstances. ~~rate~~Actual onresults ~~this~~may ~~note~~differ tofrom ~~change~~these ~~from~~estimates ~~6.5%~~under ~~before~~different ~~payoff~~assumptions inand ~~2017~~conditions.

14Inventory

The Company’s inventory consists of live fish and is stated at the lower of cost or market. Included in inventory are costs associated with growing the fish to their mature size of approximately 1 to 1.5 pounds and include feed, water, electricity and direct and indirect costs.

Provision for Estimated Losses on Sale of Presold Fish

The Company records a provision for total anticipated losses on the future delivery of presold fish by considering total estimated costs to develop the fish for sale compared to total anticipated revenues. Losses are recorded in the period in which such losses are identified. The provisions for estimated losses on the future delivery of presold fish requires the Company to make certain estimates and assumptions, including those with respect to the future cost to grow the fish to maturity, costs of feed, utilities, labor and other indirect costs.

Goodwill

Goodwill is tested for impairment at least annually at the operating segment level; we have only one operating segment and we do not have a reporting unit that exists below our operating segment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess the business enterprise value using a combination of the income approach and market approach to determine the fair value of the Company to be compared against the carrying value of net assets. The income approach, using the discounted cash flow method, includes key factors used in the valuation of the Company (a Level 3 valuation) which include, but are not limited to, management's plans for future operations, recent operating results, income tax rates, and discounted projected future cash flows. Based on these calculations we determined that the fair value was less than the carrying value and recorded an impairment charge of approximately $3.7 million in 2016.

Stock-Based Compensation

We recognize compensation expense for stock-based awards, including stock options and restricted stock units, on a straight-line basis over the requisite service period of the award for the awards that actually vest. We use the Black-Scholes-Merton option pricing model to value stock-based compensation expense for stock options, which requires us to estimate the expected term of the stock options and expected future stock price volatility over the expected term. The estimated value of restricted stock units is less subjective as the value of these awards are based primarily on the fair market value of our common stock on the date of grant. We have not estimated any forfeitures for stock-based awards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company under SEC Regulation, we are not required to provide this information.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page

Report of Independent Registered Public Accounting Firm, PKF, LLP		16

Report of Independent Registered Public Accounting Firm, D. Brooks and Associates CPA’s, P.A.		17

Consolidated Balance Sheets as of December 31, 2016 and 2015		18

Consolidated Statements of Operations for the years ended December 31, 2016 and 2015		19

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016 and 2015		20

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015		21

Notes to Consolidated Financial Statements		22

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~To the~~ Board of Directors ~~andStockholders~~and ofStockholders ~~New Global Energy, Inc.~~of

~~We have audited the accompanying consolidated balance sheets of~~ New Global Energy, Inc. ~~as of December 31, 2015~~ and 2014, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. New Global Energy, Inc.'s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Subsidiary

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheet ~~standards~~ of ~~the~~New ~~Public~~Global ~~Company~~Energy, ~~Accounting~~Inc. ~~Oversight Board~~ (~~United~~a ~~States~~Delaware Corporation). ~~Those standards require that we plan~~ and ~~perform~~Subsidiary (the ~~audits~~“Company”) toas ~~obtain~~of ~~reasonable~~December ~~assurance~~31, ~~about~~2016, ~~whether~~and the ~~financial~~related consolidated statements ~~are free~~ of ~~material misstatement. The company is not required to have~~operations, ~~nor~~changes ~~were~~in westockholders’ ~~engaged to perform~~equity, anand ~~audit~~cash offlows ~~its~~for ~~internal~~the ~~control~~year ~~over~~then ~~financial reporting~~ended. ~~Our~~These ~~audits~~consolidated ~~included consideration of internal control over~~ financial ~~reporting~~statements ~~as a basis for designing audit procedures that~~ are ~~appropriate in~~ the ~~circumstances,~~responsibility ~~but not for the purpose~~ of ~~expressing an opinion on~~ the ~~effectiveness of the company'~~Company’s ~~internal~~management. ~~control~~Our ~~over~~responsibility ~~financial~~is ~~reporting.~~to ~~Accordingly, we~~ express noan ~~such~~ opinion. ~~An audit also includes examining,~~ on athese ~~test~~consolidated ~~basis, evidence supporting the amounts and disclosures in the~~ financial statements, ~~assessing~~based ~~the~~on ~~accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that~~ our ~~audits provides a reasonable basis for our opinion~~audit.

We ~~were~~have ~~not~~conducted ~~engaged~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to ~~examine~~obtain ~~management's~~reasonable ~~assertion~~assurance about whether the ~~effectiveness~~consolidated financial statements are free of ~~New~~material ~~Global~~misstatement. ~~Energy~~The Company is not required to have, ~~Inc~~nor were we engaged to perform, an audit of its internal controls over financial reporting.'s Our audit included consideration of internal ~~control~~controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of ~~December~~expressing 31an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2015~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~2014~~disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and, ~~accordingly~~significant estimates made by management, weas dowell ~~not~~as ~~express~~evaluating anthe ~~opinion~~overall ~~thereon~~financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Global Energy, Inc. and Subsidiary as of December 31, ~~2015 and 2014~~2016, and the results of its consolidated operations and cash flows for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan regarding these matters is also described in Note 1 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

D. Brooks and Associates CPA's, P.A.West Palm Beach, FLApril 26, 2016

	/s/ PKF, LLP
	PKF, LLP
March 28, 2018
San Diego, California

D.16 ~~Brooks~~Table ~~and~~of ~~Associates CPA's, P.A. 319 Clematis Street Suite 318, West Palm Beach, FL 33401 – (561) 429-6225~~Contents

15REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~New~~To ~~Global~~the ~~Energy,~~Board ~~Inc.~~of Directors and

~~Consolidated~~Stockholders ~~Balance~~of ~~Sheets~~New Global Energy, Inc.

	As ofDecember 31,2015			As ofDecember 31,2014
Assets
Current assets:
Cash	$	124,746		$	25,008
Accounts receivable		2,374			3,661
Inventory		8,937			43,043
Deferred commissions - related party		370,740			-
Total current assets		506,797			71,712
Property and equipment, net		4,646,151			5,400,251
Other assets:
Goodwill		3,680,283			16,182,601
Deposits		6,981			6,238
Total other assets		3,687,264			16,188,839
Total Assets	$	8,840,211		$	21,660,802
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	342,588		$	170,685
Accrued expenses		118,948			266,813
Accrued expenses - related party		536,331			219,239
Due to related parties		396,036			295,558
Notes payable		640,819			762,452
Contract payable - current portion		49,656			49,656
Derivative liability		10,935			560,110
Deferred revenue		881,218			-
Total current liabilities		2,976,531			2,324,513
Contract payable, net of current portion		86,569			182,157
Total liabilities		3,063,100			2,506,670
Commitments and contingincies
Stockholders' Equity:
Preferred stock-25,000 shares authorized $0.001 par value 20,000 shares issued and outstanding (liquidation preference of $3,000,000)		2			-
Common stock-100,000,000 shares authorized $0.0001 par value 13,861,582 and 13,097,365 shares issued and outstanding, respectively		1,386			1,310
Additional paid-in capital		43,013,191			34,108,982
Common stock subscription receivable		(353,200	)		-
Accumulated deficit		(36,950,311	)		(21,972,929	)
Total New Global stockholders' equity		5,711,068			12,137,363
Non-controlling interest		66,043			7,016,769
Total stockholders' equity		5,777,111			19,154,132
Total Liabilities and Stockholders' Equity	$	8,840,211		$	21,660,802

We have audited the accompanying consolidated balance sheet of New Global Energy, Inc. as of December 31, 2015, and the related statements of operations, changes in stockholders' equity, and cash flows for the year then ended. New Global Energy, Inc.'s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~See~~We ~~Notes~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to ~~Consolidated~~obtain ~~Financial~~reasonable ~~Statements~~assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

16We were not engaged to examine management's assertion about the effectiveness of New Global Energy, Inc.'s internal control over financial reporting as of December 31, 2015 and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New Global Energy, Inc. as of December 31, 2015, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Consolidated~~The ~~Statements~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan regarding these matters is also described in Note 1 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Operations~~this uncertainty.

	Year Ended December 31,2015			Year Ended December 31,2014
Revenue	$	44,090		$	31,322
Costs and Expenses:
Costs of goods sold		49,679			162,196
Depreciation		655,109			41,091
General and administrative		1,350,108			3,290,716
Total Operating Costs and Expenses		2,054,896			3,494,003
Other (Income) Expense:
(Gain) loss on Derivative valuation		(549,175	)		6,025,137
Interest expense and amortization of debt discount		70,311			190,727
Loss on asset disposal		125,938			-
Loss on settlement of debt		1,086,715			-
Loss on note revaluation		48,688			-
Loss on impairment of goodwill		12,502,318			-
Consolidation of equity method investee		-			(2,642,913	)
Net loss from equity method investment		-			192,207
Total Other (Income) Expense, net		13,284,795			3,765,158
Loss before income taxes		(15,295,602	)		(7,227,839	)
Provision for income taxes		-			-
Net loss		(15,295,602	)		(7,227,839	)
Net loss attributable to non-controlling interest		318,220			158,246
Net loss attributable to New Global	$	(14,977,382	)	$	(7,069,593	)
Per share amounts attrubitable to new Global:
Basic and diluted	$	(1.15	)	$	(1.06	)
Weighted average number of share outstanding
Basic and diluted		13,278,957			6,693,639

/s/ D. Brooks and Associates CPA’s, P.A.

~~See~~D. ~~Notes~~Brooks toand ~~Consolidated~~Associates ~~Financial~~CPA's, ~~Statements~~P.A.

17West Palm Beach, FL

~~New~~April ~~Global Energy~~26, ~~Inc.Consolidated~~2016 ~~Statement of Stockholders' Equity~~

	Preferred Stock				Common Stock				Additionalpaid-in			Accumulated			Subscription			Non-Controlling Interest in Variable			Total
	Shares		Amount		Shares		Amount		Capital			Deficit			Receivable			Interest Entity			Equity
Balance at December 31, 2013		-	$	-		2,487,876	$	249	$	4,358,486		$	(14,903,288	)	$	-		$	-		$	(10,544,554	)
Stock issued upon exercise of warrants		-		-		488,284		49		664,803			-			-			-			664,852
Note converted to common stock		-		-		2,000,000		200		499,800			-			-			-			500,000
Stock issued to acquire profits interest in variable interest entity		-		-		2,222,032		222		8,687,577			-			-			7,175,015			15,862,814
Reclassification of derivatives upon conversion of debt and exercise of warrants		-		-		-		-		17,501,406			-			-			-			17,501,406
Stock issued to acquire farm lease		-		-		5,429,173		543		(543	)		-			-			-			-
Stock issued for forgiveness of accounts payable		-		-		450,000		45		2,317,453			-			-			-			2,317,498
Stock issued for services		-		-		20,000		2		100,000			-			-			-			100,002
Net Loss		-		-									(7,069,639	)					(158,246	)		(7,227,885	)
Balance at December 31, 2014		-		-		13,097,365		1,310		34,108,982			(21,972,929	)		-			7,016,769			19,154,133
Preferred stock issued to settle debt		4,160		1		-		-		1,294,713			-			-			-			1,294,713
Preferred stock issued for cash		15,840		1		-		-		792,000			-			(353,200	)		-			438,800
Fair value of warrants issued for services		-		-		-		-		37,988			-			-			-			37,988
Stock and warrants issued to acquire non-controlling interest in AFT		-		-		380,434		38		6,632,468			-			-			(6,632,506	)		-
Stock issued for settlement		-		-		283,783		28		133,350			-			-			-			133,378
Stock issued for the prepayment of services		-		-		100,000		10		13,691			-			-			-			13,701
Net Loss		-		-		-		-		-			(14,977,382	)		-			(318,220	)		(15,295,602	)
Balance at December 31, 2015		20,000	$	3		13,861,582	$	1,386	$	43,013,191		$	(36,950,311	)	$	(353,200	)	$	66,043		$	5,777,111

Table of Contents

See Notes to Consolidated Financial Statements.

NEW GLOBAL ENERGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2016			2015
ASSETS

CURRENT ASSETS:
Cash	$	3,236		$	124,746
Accounts receivable		152,245			2,373
Inventory		635,368			8,937
Deferred commissions - related party		-			370,740

Total Current Assets		790,849			506,796

Property and equipment, net		4,216,328			4,646,151

OTHER ASSETS:
Goodwill		-			3,680,283
Deposits		6,238			6,981

Total Other Assets		6,238			3,687,264

Total Assets	$	5,013,415		$	8,840,211

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	271,798		$	342,588
Accrued expenses		174,454			181,163
Accrued expenses - related parties		1,131,684			474,116
Notes payable - related parties		322,036			396,036
Notes payable - current portion		777,721			690,475
Derivative liability		-			10,935
Deferred revenue		2,479,676			881,218
Accrued loss on presold fish		1,277,235			-

Total Current Liabilities		6,434,604			2,976,531

LONG-TERM LIABILITIES:
Notes payable - net of current portion		62,070			86,569

Total Liabilities		6,496,674			3,063,100

COMMITMENTS AND CONTINGENCIES (Notes 4, 5, 6, 8, 9 and 10)

STOCKHOLDERS' DEFICIT/EQUITY:
Equity attributable to owners of the company:
Undesignated preferred stock ($0.0001 par value; 19,975,000 shares authorized)
Series A convertible preferred stock ($0.0001 par value; 25,000 shares authorized; 21,100 and 20,000 shares issued
and outstanding at December 31, 2016 and 2015; liquidation preference of $3,165,000 and $3,000,000, respectively)		2			2
Common stock ($0.0001 par value; 100,000,000 shares authorized; 14,116,582 and 13,861,582
shares issued and outstanding at December 31, 2016 and 2015, respectively)		1,411			1,386
Additional paid-in capital		44,052,898			43,013,191
Common stock subscription receivable		(106,036	)		(353,200	)
Accumulated deficit		(45,436,513	)		(36,950,311	)
Total equity attributable to owners of the company		(1,488,238	)		5,711,068
Non-controlling interest		4,979			66,043

Total Stockholders' Deficit/Equity		(1,483,259	)		5,777,111

Total Liabilities and Stockholders' Deficit/Equity	$	5,013,415		$	8,840,211

18See notes to consolidated financial statements

~~New~~18 ~~Global~~Table ~~Energy, Inc. Consolidated Statements~~ of ~~Cash Flows~~ Contents

	Year Ended December 31,2015			Year Ended December 31,2014
NEW GLOBAL ENERGY, INC. AND SUBSIDIARY
Cash flows from operating activities:
CONSOLIDATED STATEMENTS OF OPERATIONS
Net Loss	$	(15,295,602	)	$	(7,227,885	)
	For the Years Ended December 31,
Adjustments required to reconcile net loss to cash used in operating activities:
	2016			2015
Net loss from to equity method investment		-			192,206
REVENUES	$	179,657		$	44,090
(Gain) loss on derivative valuation		(549,175	)		6,025,137
COSTS AND EXPENSES:
Gain on consolidation of previously held equity interest		-			(2,642,913	)
Costs of goods sold		151,495			49,679
Loss realized upon conversion of debt		1,086,716			-
Depreciation		444,296			655,109
Amortization of debt discount		-			459,089
General and administrative		2,136,711			1,350,109
Depreciation and amortization		655,109			41,091
Provision for losses on sale of presold fish		2,299,372			-
Stock and warrants issued for services		185,067			2,417,500
Impairment of goodwill		3,680,283			12,502,318
Loss realized on goodwill impairment		12,502,318			-
Total Operating Costs and Expenses		8,712,157			14,557,215
Loss realized on note revaluation		48,688			-
LOSS FROM OPERATIONS		(8,532,500	)		(14,513,125	)
Loss on asset disposal		125,938			-
OTHER INCOME (EXPENSE):
Changes in operating assets and liabilities:
Gain on derivative valuation		10,935			549,175
Decrease (increase) in accounts receivable		1,287			(2,224	)
Interest expense		(84,727	)		(70,311	)
Increase in deferred commissions - related party		(370,740	)		-
Gain (loss) on settlement of debt		72,026			(1,086,715	)
Increase in prepaid deposits		(743	)		-
Loss on note revaluation		-			(48,688	)
Decrease in inventory		34,106			-
Loss on disposal of fixed asset		(13,000	)		(125,938	)
Increase in accounts payable		161,741			83,572
Total Other Income (Expense), net		(14,766	)		(782,477	)
Increase in accrued expenses		260,257			70,297
LOSS BEFORE INCOME TAXES		(8,547,266	)		(15,295,602	)
Increase in deferred revenue		881,218			-
Provision for income taxes		-			-
Cash used in operating activities:		(273,813	)		(584,130	)
NET LOSS	$	(8,547,266	)	$	(15,295,602	)
Cash flows from investing activities:
NON-CONTROLLING INTEREST:
Advances to equity method investee		-			(326,344	)
NET LOSS	$	(8,547,266	)	$	(15,295,602	)
Purchase of equipment		(16,947	)		(15,785	)
LESS: NET LOSS ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST		61,064			318,220
Cash used in investing activities		(16,947	)		(342,129	)
NET LOSS ATTRIBUTABLE TO OWNERS OF THE COMPANY	$	(8,486,202	)	$	(14,977,382	)
Cash flows from financing activities:
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY
Proceeds from issuance of preferred/common stock		438,800			664,850
Basic and diluted	$	(0.61	)	$	(1.15	)
Proceeds from related party notes payable		15,210			-
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Proceeds from notes payable		70,500			137,500
Basic and diluted		14,004,260			13,278,957
Proceeds from convertible note payable		-			129,841
Payments on notes payable		(134,011	)		-
Cash provided by financing activities		390,499			932,191
Change in cash		99,739			5,932
Cash-beginning of year		25,008			19,076
Cash-end of year	$	124,746		$	25,008
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Schedule of non-cash investing activity
Fair value of preferred/common stock issued upon settlement of debt	$	1,294,713		$	-
Note principal converted to common stock	$	-		$	500,000
Note principal converted to preferred stock	$	208,000		$	-
Debt discount recorded at issuance of convertible debt and warrants	$	-		$	150,000
Derivative liability eliminated upon exercise of warrants	$	-		$	3,097,896
Derivative liability eliminated upon debt conversion	$	-		$	14,057,285

See ~~Notes~~notes to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements.~~statements

19 Table of Contents

NEW GLOBAL ENERGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

	Equity Attributable To Owners of The Company																			Total
	Preferred Stock				Common Stock				Additional		Common Stock						Non-			Stockholders'
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Subscription Receivable			Accumulated Deficit			controlling Interest			Deficit/ Equity

Balance, December 31, 2014		-	$	-		13,097,365	$	1,310	$	34,108,982	$	-		$	(21,972,929	)	$	7,016,769		$	19,154,132

Preferred stock issued to settle debt		4,160		-		-		-		1,294,713		-			-			-			1,294,713

Preferred stock issued for cash		15,840		2		-		-		791,999		(353,200	)		-			-			438,801

Fair value of warrants issued for services		-		-		-		-		37,988		-			-			-			37,988

Stock and warrants issued to acquire non-controlling interest in AFT		-		-		380,434		38		6,632,468		-			-			(6,632,506	)		-

Stock issued for settlement		-		-		283,783		28		133,350		-			-			-			133,378

Stock issued for the prepayment of services		-		-		100,000		10		13,691		-			-			-			13,701

Net loss		-		-		-		-		-		-			(14,977,382	)		(318,220	)		(15,295,602	)

Balance, December 31, 2015		20,000		2		13,861,582		1,386		43,013,191		(353,200	)		(36,950,311	)		66,043			5,777,111

Preferred stock issued for debt settlement		1,100		-		-		-		80,432		-			-			-			80,432

Issuance and exercise of warrant for services		-		-		100,000		10		31,080		-			-			-			31,090

Common stock issued for services		-		-		155,000		15		25,617		-			-			-			25,632

Options issued for services		-		-		-		-		902,578		-			-			-			902,578

Write-off of subscription receivable		-		-		-		-		-		247,164			-			-			247,164

Net loss		-		-		-		-		-		-			(8,486,202	)		(61,064	)		(8,547,266	)

Balance, December 31, 2016		21,100	$	2		14,116,582	$	1,411	$	44,052,898	$	(106,036	)	$	(45,436,513	)	$	4,979		$	(1,483,259	)

See notes to consolidated financial statements

Table of Contents

NEW GLOBAL ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,547,266	)	$	(15,295,602	)
Adjustments to reconcile net loss from operations to net cash
used in operating activities:
Gain on derivative valuation		(10,935	)		(549,175	)
(Gain) loss realized upon conversion or settlement of debt		(72,026	)		1,086,716
Loss realized upon disposal of equipment		13,000			125,938
Goodwill impairment		3,680,283			12,502,318
Loss realized on note revaluation		-			48,688
Write down of subscriptions receivable		247,164			-
Depreciation		444,296			655,109
Stock based compensation		959,300			185,067
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(149,872	)		1,287
Decrease (increase ) in inventory		(626,431	)		34,106
Decrease (increase) in deferred commissions - related party		370,740			(370,740	)
Decrease (increase) in prepaid deposits		743			(743	)
Increase (decrease) in accounts payable		(70,790	)		161,741
Increase (decrease) in accrued expenses		46,291			260,257
Increase (decrease) in accrued expenses - related party		683,026			-
Increase (decrease) in accrued loss on presold fish		1,277,235			-
Increase (decrease) in deferred revenue		1,598,458			881,218

NET CASH USED IN OPERATING ACTIVITIES		(156,784	)		(273,815	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(27,473	)		(16,947	)

NET CASH USED IN INVESTING ACTIVITIES		(27,473	)		(16,947	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred/common stock		-			438,800
Proceeds from related party notes payable		-			15,210
Proceeds from notes payable		212,139			70,500
Repayments of notes payable		(149,392	)		-
Repayments on related party notes payable		-			(134,011	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		62,747			390,499

NET (DECREASE) INCREASE IN CASH		(121,510	)		99,737

CASH - beginning of year		124,746			25,008

CASH - end of year	$	3,236		$	124,745

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	9,174		$	-
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fair value of preferred/common stock issued upon settlement of debt	$	-		$	1,294,713
Note principal converted to common/preferred stock	$	-		$	208,000
Preferred stock issued upon settlement of related party debt	$	80,432		$	-

See notes to consolidated financial statements

Table of Contents

NEW GLOBAL ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Background

New Global Energy, Inc. ("NGE," or the "Company",” “we” or “our”) ~~was~~is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012. ~~NGE's~~with executive offices ~~are~~ located in Brevard County, Florida. The Company isfocuses ~~focused~~ on the ~~development~~use of ~~its~~advanced ~~Global~~technology ~~Energy~~and ~~Plantation~~farming ~~("GEP")~~techniques ~~Platform~~to ~~which~~decrease ~~combines~~its ~~alternative~~costs ~~energy~~while ~~production,~~accelerating ~~sustainable~~its ~~agriculture~~ability to meet and ~~aquaculture.~~exceed Itproduction ~~anticipates~~targets ~~the~~in ~~use~~its ofaquaculture ~~non-centralized~~and ~~power~~agriculture ~~plants,~~divisions. ~~primarily~~The ~~concentrated~~Company ~~solar~~is ~~power,~~focused ~~Jatropha~~on ~~based~~optimizing ~~biofuels~~internal ~~and~~growth ~~aquaculture~~as ~~operations~~well toas ~~produce~~completing ~~power~~acquisitions ~~for~~of ~~its~~high-growth ~~own~~firms, ~~use~~assets and toproperties ~~feed~~in ~~into~~ the ~~power~~Green ~~grid~~market ~~serving~~space ~~local~~that ~~power~~will ~~needs~~generate ~~while~~incremental ~~producing~~revenue ~~farm grown fish~~ and ~~shrimp~~value asfor ~~food products~~NGE. ~~Management~~The ~~has~~industry ~~begun~~segments toof ~~execute~~interest ~~this~~to ~~plan through~~ the ~~purchase~~Company ofinclude: aaquaculture, ~~controlling~~sustainable ~~interest~~agriculture, insolar, ~~Aqua~~biofuels ~~Farming~~and ~~Tech,~~carbon ~~Inc~~credits. ~~("AFT").~~Management ~~The Company~~ is intargeting ~~the~~growth ~~process~~stage ofassets, ~~raising~~operations ~~additional equity capital to support the completion of its acquisition~~ and ~~development~~companies ~~activities.~~that ~~The~~possess ~~Company's~~a ~~activities~~proprietary ~~are~~market ~~subject~~edge ~~to significant risks~~ and ~~uncertainties,~~demonstrate ~~including~~solid ~~failing~~opportunities to ~~secure~~scale ~~additional~~their ~~funding to operationalize the Company~~business. \

~~Going~~The ~~Concern~~first phase of the Company’s development plan includes: aquaculture (the processes of farming of aquatic organisms such as fish, crustaceans, mollusks, aquatic plants and shrimp), and sustainable agriculture (practice of farming using principles of ecology, the study of relationships between organisms and their environment).

~~The~~Aqua ~~accompanying~~Farming ~~consolidated~~Tech, ~~financial~~Inc. ~~statements~~("AFT") ~~have~~continued ~~been~~during ~~prepared assuming~~ the ~~Company~~reported ~~will~~period ~~continue~~to asreplace aand ~~going~~upgrade ~~concern,~~its ~~which~~existing ~~contemplates,~~brood ~~among~~stock ~~other~~used ~~things,~~in ~~the~~its ~~realization~~Tilapia ofproduction. ~~assets~~In ~~and~~addition, ~~satisfaction~~in furtherance of ~~liabilities in~~ the ~~normal~~development ~~course~~ of ~~business.~~its ~~The~~feed ~~Company~~development ~~has earned little revenue since inception~~program, ~~and~~AFT ~~supports~~planted ~~its~~Moringa ~~continued~~on ~~operations~~available ~~through~~acreage ~~debt~~on ~~financing,~~the ~~related~~Company’s ~~party~~“Thermal” ~~loans~~property and ~~the~~has ~~sale~~been ofusing ~~equity.~~it Asas ~~of December 31, 2015, the company had~~ a ~~working~~component ~~capital deficit~~ of ~~$2,469,734~~the ~~and~~feed anused ~~accumulated~~in ~~deficit~~its ofown ~~$36,950,311.~~aquaculture ~~These matters, among others, raise substantial doubt about our ability to continue as a going concern~~operations.

~~While~~Going Concern: The accompanying consolidated financial statements have been prepared assuming the Company iswill ~~attempting~~continue toas ~~commence~~a ~~operations~~going concern, which contemplates, among other things, the realization of assets and ~~generate~~satisfaction of liabilities in the normal course of business. Although the consolidated financial statements show revenues, the Company' did not generate sufficient revenue and gross profit to cover its operating costs. Additionally, the Company’s cash position ~~may~~is not besufficient ~~significant enough~~ to support the Company'’s daily operations for the next twelve months. Management ~~intends~~raised toapproximately ~~raise~~$2.4 ~~additional~~million ~~funds~~in September 2017 by way of a ~~public~~loan or(see ~~private~~Note ~~offering~~10). Management believes that the actions presently being taken to further implement its business plan and generate enhanced revenues for 2017 and 2018 could provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, achieve profitability and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company'’s ability to further implement its business plan, ~~and~~ generate revenues and reach profitability. At December 31, 2016, the Company had minimal cash, a deficit of $45,436,513 and a working capital deficiency of $5,463,756. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

~~The~~22 ~~financial~~Table ~~statements~~of ~~do not include any adjustments that might be necessary if the Company is unable to continue as a going concern~~ Contents

20Principles of Consolidation: The consolidated financial statements include the accounts of New Global Energy, Inc., and Aqua Farming Technologies Inc. (“AFT”), a California corporation, of which the Company currently owns over 98%. All significant inter-company balances and transactions have been eliminated.

Use of Estimates: The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to ~~intangible assets~~goodwill, income taxes, inventory valuation, accrued loss on presold fish, and stock-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. It is reasonably possible that these estimates could change in the near-term.

~~Cash~~Accounts Receivable and ~~Cash~~Allowance ~~Equivalents~~for Doubtful Accounts: ~~For~~ ~~financial~~The ~~statement~~Company ~~presentation~~grants ~~purposes,~~unsecured credit to companies located throughout the ~~Company~~United ~~considers~~States. ~~those~~Accounts ~~short-term~~receivable are recorded at the invoiced amount, ~~highly~~do ~~liquid~~not ~~investments~~bear ~~with~~interest, ~~original~~and ~~maturities~~are ofconsidered ~~three~~past ~~months~~due orbased ~~less~~on toinvoice beterms. ~~cash~~The orallowance ~~cash~~for ~~equivalents~~doubtful accounts is the Company’s best estimate of the amount of probable credit losses. There were no ~~cash~~allowances ~~equivalents~~for asdoubtful ofaccounts at December 31, ~~2015~~2016 and ~~2014~~2015.

~~Inventory~~Concentrations: The Company's ~~inventory~~has ~~consists~~4 customers that account for 96% of ~~live~~accounts ~~fish~~receivable at December 31, 2016 and is2 ~~stated~~customers atthat ~~the~~accounted ~~lower~~for 42% of ~~cost~~sales orduring ~~market~~the year ended December 31, 2016. No such concentrations were noted for 2015.

~~Deferred Revenue~~Inventory: The Company’s ~~records~~inventory ~~the~~consists ~~sale~~ of live fish ~~for~~and ~~which~~is ~~delivery~~stated ofat the ~~product~~lower ~~has~~of ~~not~~cost ~~yet~~or ~~occurred~~market. asIncluded ~~deferred~~in ~~revenue~~inventory inare costs associated with growing the ~~current~~fish ~~liabilities~~to ~~section~~their mature size of ~~the~~approximately ~~consolidated~~1 ~~financial~~to ~~statements~~1.5 pounds and include feed, water, electricity and direct and indirect costs.

Property and Equipment: Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the ~~operating~~consolidated ~~results~~statements of operations in the period the event takes place.

~~Valuation~~23 ofTable ~~Long-Lived Assets: We review the recoverability~~ of our long-lived assets including land, equipment, goodwill and investments, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. No impairment was recognized during the fiscal years ended December 31, 2015 and 2014.Contents

21Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including land, equipment, and goodwill, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Only impairment on goodwill was recognized during the fiscal years ended December 31, 2015 and 2016.

Goodwill: ~~Impairment~~ ~~of Goodwill and Other Intangible Assets.~~ As of December 31, 2014, goodwill recorded on our ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheet~~sheet aggregated $16.182 million (the entirety of this amount relates to the ~~company'~~Company’s completed acquisition of ~~Aqua Farming Technology, Inc., "~~AFT~~", a California corporation~~). The AFT acquisition and its related operations constitute a reporting unit and we must make various assumptions in determining their estimated fair values. We perform an annual impairment review in the fourth quarter of each fiscal year.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 350, "Intangibles – Goodwill and Other," we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit (the AFT farm operation being the company'’s only reporting unit) with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit'’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. During our two step analysis, we identified, due to current operational challenges and future market potential in line with our current, fiscal year 2015 and 2016 operational revenues, management ~~has~~ reached the conclusion that the carrying amount of the AFT reporting unit goodwill exceeds the implied fair value of its goodwill. As a result, an impairment of the goodwill value being carried on the balance ~~sheet~~sheets. ~~and~~See ~~its~~Note ~~related~~2 ~~loss~~for isadditional ~~deemed~~information ~~necessary~~on the impairments.

~~During~~Revenue ~~the~~Recognition ~~fourth quarter of 2015, we performed our annual goodwill impairment test~~ and ~~estimated~~Deferred ~~the~~Revenue: ~~fair~~The ~~value~~Company ofrecognizes ~~our~~revenue ~~reporting~~during ~~unit based on~~ the ~~income~~period ~~approach~~in ~~(also~~which ~~known~~fish asare ~~the~~received ~~discounted~~by ~~cash flow ("DCF") method, which utilizes~~ the ~~present value of cash flows to estimate fair value)~~customer. ~~The~~Cash ~~future~~received, ~~cash flows~~ for ~~our~~which ~~farm~~delivery ~~reporting~~has ~~unit~~not ~~was projected based on our estimates~~occurred, atis ~~that~~recorded ~~time, of future revenues, operating income and other factors (such~~ as ~~working~~deferred ~~capital~~revenue ~~and~~until capital expenditures). The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the ~~uncertainty~~fish ofare ~~achieving~~delivered ~~projected operating cash flows). A terminal value growth rate was applied~~ to the ~~final year of the projected period and reflected our estimate of potential growth~~customer. We then calculated a present value of the respective cash flows for the company's reporting unit to arrive at an estimate of fair value under the income approach and then used the market approach to corroborate this value. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. The result of these methods led management to record an impairment of the goodwill in the amount of $12,502,318 for the year ended December 31, 2015.

~~Revenue~~Beginning ~~Recognition: The~~in ~~Company~~the ~~recognizes~~4th ~~revenue~~quarter ~~during~~2015, the ~~period~~Company incommenced ~~which~~the ~~fish~~sale ~~are~~of ~~delivered~~future tocontracts for the ~~customer.~~sale ~~Fish~~of ~~sold~~fish, inwith the ~~period,~~actual ~~but~~fish ~~delivered~~to inbe adelivered ~~future~~to ~~period,~~customers isor ~~recorded~~their asassignees ~~deferred~~at ~~revenue~~a ~~until~~later ~~the fish are delivered to the customer~~date.

~~Stock~~Provision ~~Based~~for ~~Compensation~~Estimated Losses on Sale of Presold Fish: ~~Stock-based~~The ~~awards~~Company ~~are~~records ~~accounted~~a provision for ~~using~~total anticipated losses on the ~~fair~~future ~~value~~delivery ~~method~~of inpresold ~~accordance~~fish ~~with~~by ~~Financial~~considering ~~Accounting~~total ~~Standards~~estimated ~~Board~~costs ~~("FASB")~~to ~~Accounting~~develop ~~Standards~~the ~~Codification~~fish ~~(ASC)~~for ~~718, Share-Based~~sale ~~Payments~~compared to total anticipated revenues. ~~Our~~Losses ~~primary~~are ~~type~~recorded ofin ~~share-based~~the ~~compensation~~period ~~consists~~in ofwhich ~~stock~~such ~~options~~losses ~~and~~are ~~warrants~~identified. The ~~company~~provisions ~~had~~for ~~stock~~estimated ~~and~~losses ~~warrant~~on ~~based~~the ~~compensation~~future delivery of ~~$133,378~~presold fish requires the Company to amake ~~related~~certain ~~party~~estimates and ~~$51~~assumptions,~~689~~ including those with respect to ~~unrelated~~the ~~third~~future ~~parties~~cost ~~during~~to grow the fish to maturity; costs of feed, utilities, labor and other direct and indirect costs. The Company may be required to record additional provisions for estimated losses on the future delivery of presold fish. During the year ended December 31, 2016, management analyzed the estimated loss per pound from all outstanding future fish contracts. After management's review, for the year ended December 31, 2016, the Company recognized a loss of $2,299,372 on the sale of future fish contracts. At December 31, 2016 and 2015, accrued loss on sale of presold fish amounted to $1,277,235 and $0, respectively.

2224 Table of Contents

~~Accounting~~Deferred ~~For~~Commissions ~~Obligations~~– ~~And~~Related ~~Instruments~~Party: ~~Potentially To Be Settled~~ In ~~The~~connection ~~Company's~~with ~~Own~~the ~~Stock:~~completion Weof ~~account for obligations and instruments potentially to be settled in~~ the ~~Company's~~fish ~~stock~~presale ~~in accordance with FASB ASC 815~~contracts, ~~Accounting~~ ~~for Derivative Financial Instruments. This issue addresses~~ the ~~initial~~Company ~~balance~~pays ~~sheet~~a ~~classification~~40% ~~and~~commission ~~measurement of contracts that are indexed~~ to, ~~and~~a ~~potentially~~related ~~settled in, the Company's own stock~~party. The Company ~~evaluates~~originally ~~stock~~recorded ~~warrants~~the orcommission ~~other~~paid ~~contracts~~or todue ~~determine~~for ifwhich ~~those~~delivery ~~contracts~~of orthe ~~embedded~~product ~~components~~has ofnot ~~those~~yet ~~contracts~~occurred ~~qualify~~ as ~~derivatives~~deferred tocommission be– ~~separately~~related ~~accounted~~party ~~for~~in ~~under~~ the ~~relevant~~current ~~sections~~assets ofsection ~~FASB ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity. The result~~ of ~~this accounting treatment could be that~~ the ~~fair~~consolidated ~~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~~sheets. InHowever, ~~the~~upon ~~event~~evaluating ~~that~~ the ~~fair~~potential ~~value~~loss ison ~~recorded~~presold ~~as a liability~~fish, the ~~change~~Company inbelieves ~~fair~~that ~~value~~these iscosts ~~recorded~~would innot ~~the~~be ~~consolidated~~recovered ~~statement~~and ofwrote ~~operations~~off asthese ~~other~~costs ~~income~~as orpart ~~other expense. Upon conversion or exercise~~ of ~~a derivative instrument,~~ the ~~instrument~~estimated islosses ~~marked~~on ~~to fair value at~~ the ~~conversion~~sales ~~date~~of ~~and~~presold ~~then~~fish ~~that~~noted ~~fair value is reclassified to equity~~above.

~~Fair~~Stock ~~Value~~Based ofCompensation: ~~Financial~~Stock-based ~~Instruments: FASB~~awards are accounted for using the fair value method in accordance with ASC ~~825~~718, ~~"Financial~~Share-Based ~~Instruments,"~~Payments. ~~requires~~Our ~~entities~~primary totype ~~disclose~~of ~~the~~share-based compensation consists of stock options and warrants. The fair value of ~~financial~~each ~~instruments,~~option ~~both~~grant ~~assets~~is ~~and~~separately ~~liabilities~~estimated ~~recognized~~ and ~~not~~amortized ~~recognized~~into compensation expense on ~~the~~a ~~balance~~straight-line ~~sheet,~~basis ~~for~~between ~~which~~the itapplicable isgrant ~~practicable~~date toand ~~estimate~~each ~~fair~~vesting ~~value~~date. ~~FASB~~The ~~ASC~~Company ~~825~~has ~~defines~~estimated the fair value of aall ~~financial~~stock ~~instrument~~option awards as of the ~~amount~~grant atdate ~~which~~by applying the ~~instrument~~Black-Scholes-Merton ~~could~~option bepricing ~~exchanged~~valuation inmodel. aThe ~~current~~application ~~transaction~~of ~~between~~this ~~willing~~valuation ~~parties.~~model Atinvolves ~~December 31,~~assumptions ~~2015~~that are judgmental and ~~2014,~~highly ~~the~~sensitive ~~carrying~~in ~~value~~the determination of ~~certain~~compensation ~~financial~~expense. ~~instruments~~The ~~(cash~~Company awarded stock and ~~cash~~warrant ~~equivalents~~based compensation of $959,299 ~~accounts~~to ~~payable~~related ~~and~~parties ~~accrued~~during ~~expenses~~the year ended December 31, 2016.) ~~approximates~~The ~~fair~~Company ~~value~~had ~~due~~stock toand ~~the~~warrant ~~short-term~~based ~~nature~~compensation of ~~the~~$133,378 ~~instruments~~to ora ~~interest~~related ~~rates~~party and $51,689 ~~which~~to ~~are~~unrelated ~~comparable~~third ~~with~~parties ~~current~~during ~~rates~~the year ended December 31, 2015.

Accounting For Obligations And Instruments Potentially To Be Settled Utilizing The Company’s Own Stock: We account for obligations and instruments potentially to be settled utilizing the Company’s stock as the form of payment in accordance with ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled with, the Company’s own stock. The Company evaluates 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 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 consolidated 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.

Fair Value of Financial Instruments: ASC 825, Financial Instruments, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2016 and 2015, the carrying value of certain financial instruments (cash, accounts receivable, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

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Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2: Inputs to the valuation methodology include:

	·	Quoted prices for similar assets or liabilities in active markets;
	·	Quoted prices for identical or similar assets or liabilities in inactive markets;
	·	Inputs other than quoted prices that are observable for the asset or liability;
	·	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset'’s or liability'’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, ~~2015~~2016 and ~~2014~~2015, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Additionally, there were no changes in the fair value methodology used during the years ended December 31, 2016 and 2015.

~~The~~26 ~~following~~Table ~~table summarizes assets and liabilities remeasured at fair value on a recurring basis as~~ of ~~December 31, 2015 and 2014:~~Contents

	December 31, 2015
Description of assets:	Level 1		Level 2		Level 3		Total
None	$	-	$	-	$	-	$	-
Description of liabilities:
Derivatives	$	-	$	-	$	10,935	$	10,935
	December 31, 2014
Description of assets:	Level 1		Level 2		Level 3		Total
None	$	-	$	-	$	-	$	-
Description of liabilities:
Derivatives	$	-	$	-	$	560,110	$	560,110

The following table summarizes assets and liabilities re-measured at fair value on a recurring basis as of December 31, 2016 and 2015:

Earnings per Common Share: We compute net (loss) per share in accordance with FASB ASC 260, Earning per Share. FASB ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period.

	December 31, 2016
Description of assets:	Level 1		Level 2		Level 3		Total
None	$	-	$	-	$	-	$	-
Description of liabilities:
Derivatives	$	-	$	-	$	-	$	-

	December 31, 2015
Description of assets:	Level 1		Level 2		Level 3		Total
None	$	-	$	-	$	-	$	-
Description of liabilities:
Derivatives	$	-	$	-	$	10,935	$	10,935

24Earnings per Common Share: We compute net loss per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period.

For the years ended December 31, ~~2015~~2016 and ~~2014~~2015, the following potentially dilutive securities have been excluded from the calculation of diluted loss per share because their impact was antidilutive.

	2015		2014
	2016		2015
Preferred Stock		3,~~049~~276,~~548~~459		-1,701,504
Warrants		~~111~~380,~~716~~434		~~117~~492,~~416~~150
		3,161,264		117,416
Options		3,028,530		-
		6,685,423		2,193,654

Income Taxes: We have adopted ~~FASB~~ ASC 740, Accounting for Income Taxes. Pursuant to ~~FASB~~ ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ~~FASB~~ ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences and NOL carryforwards will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

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In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

~~FASB~~Uncertain ~~ASC~~Tax ~~740~~Positions: ~~which~~When ~~requires~~tax ~~recognition~~returns ofare ~~estimated~~filed, ~~income~~it ~~taxes~~is ~~payable~~highly orcertain ~~refundable~~that onsome ~~income~~positions ~~tax~~taken ~~returns~~would ~~for~~be sustained upon examination by the ~~current~~taxing ~~year~~authorities, ~~and~~while ~~for~~others are subject to uncertainty about the ~~estimated~~merits ~~future~~of ~~tax~~the ~~effect~~position ~~attributable~~taken toor ~~temporary~~the ~~differences~~amount ~~and~~of ~~carry-forwards~~the position that would be ultimately sustained. ~~Measurement~~In accordance with the guidance of ~~deferred~~ASC ~~income~~740-10, Accounting for Uncertain Income Tax Positions, the benefit of a tax position is recognized in the financial statements in the period during which, based on ~~enacted~~all ~~tax~~available ~~laws~~evidence, management believes it is more likely than not that the position will be sustained upon examination, including ~~tax~~the ~~rates~~resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the ~~measurement~~more-likely-than-not ofrecognition ~~deferred~~threshold ~~income~~are measured as the largest amount of tax ~~assets~~benefit that is more than 50 percent likely of being ~~reduced~~realized byupon ~~available~~settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits ~~not~~in ~~expected~~the toaccompanying consolidated balance sheets along with any associated interest and penalties that would be ~~realized~~payable to the taxing authorities upon examination.

25Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not currently under examination by any jurisdiction for any tax year. At December 31, 2016 and 2015, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were recognized under ASC 740-10.

~~Uncertain~~Recent ~~Tax~~Accounting ~~Positions~~Pronouncements: ~~When~~In ~~tax~~May ~~returns are filed~~2014, itthe isFASB ~~highly~~issued ~~certain~~Accounting ~~that~~Standards ~~some~~Update ~~positions~~(“ASU”) ~~taken~~2014-09, ~~would~~Revenue befrom ~~sustained~~Contracts ~~upon~~with ~~examination by the taxing authorities~~Customers, ~~while~~which ~~others~~provides ~~are~~a ~~subject~~single tocomprehensive ~~uncertainty~~accounting ~~about~~standard ~~the~~for ~~merits~~revenue ofrecognition ~~the~~for ~~position~~contracts ~~taken~~with orcustomers ~~the~~and ~~amount~~supersedes ofcurrent ~~the position that would be ultimately sustained~~guidance. InUnder ~~accordance~~ASU ~~with the guidance of FASB ASC 740~~2014-1009, ~~Accounting~~ ~~for~~companies ~~Uncertain~~will ~~Income~~recognize ~~Tax~~revenue ~~Positions,~~to depict the ~~benefit~~transfer of agoods ~~tax~~or ~~position~~services isto ~~recognized~~customers in ~~the~~amounts ~~financial~~that ~~statements~~reflect in the ~~period~~payment ~~during~~to which, ~~based~~a oncompany ~~all~~expects ~~available~~to ~~evidence, management believes it is more likely than not that the position will~~ be ~~sustained~~entitled ~~upon~~in ~~examination,~~exchange ~~including~~for ~~the~~those ~~resolution~~goods ~~of appeals~~ or ~~litigation processes, if any~~services. ~~Tax~~The ~~positions~~standard ~~taken~~also ~~are~~requires ~~not~~enhanced ~~offset~~disclosures orand ~~aggregated~~provides ~~with other positions. Tax positions that meet the~~ more~~-likely-than-not~~ ~~recognition~~comprehensive ~~threshold~~guidance ~~are~~for ~~measured~~transactions such as ~~the~~service ~~largest~~revenue ~~amount~~and ofcontract ~~tax~~modifications. ~~benefit~~The ~~that~~standard is ~~more~~effective ~~than~~for 50us ~~percent~~in ~~likely~~the offirst ~~being~~quarter ~~realized~~of ~~upon~~fiscal ~~settlement~~2018, ~~with~~which ~~the~~we ~~applicable~~will ~~taxing~~adopt ~~authority.~~using ~~The portion of~~ the ~~benefits~~full ~~associated~~retrospective ~~with~~method ~~tax~~where ~~positions~~each ~~taken~~prior ~~that~~period ~~exceeds~~presented ~~the~~is ~~amount~~restated. ~~measured~~We ashave ~~described~~not ~~above~~completed ~~should~~an beassessment ~~reflected~~identifying asareas aof ~~liability~~impact ~~for~~to ~~unrecognized~~our ~~tax~~financial ~~benefits~~statements, inbut ~~the~~we ~~accompanying~~do ~~consolidated~~not ~~balance~~expect ~~sheets~~the ~~along~~adoption ~~with~~of ~~any~~ASU ~~associated~~2014-09 ~~interest~~will ~~and~~have ~~penalties~~a ~~that~~material ~~would~~impact ~~be payable~~ to the ~~taxing~~consolidated ~~authorities~~financial ~~upon~~statements ~~examination~~and additional disclosures.

~~Our~~28 ~~federal~~Table ~~and~~of state income tax returns are open for fiscal years ending on or after December 31, 2015. We are not currently under examination by any jurisdiction for any tax year. At December 31, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were recognized under FASB ASC 740-10.Contents

~~Recent~~In ~~Accounting~~May ~~Pronouncements~~2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718). Entities have defined the term “modification” in a broad manner resulting in diversity in modification accounting practice. The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

~~The~~In ~~Company~~November 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory. Current US GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has ~~evaluated~~been ~~new~~sold ~~relevant~~to ~~accounting~~an outside party. In addition, interpretations of this guidance have developed in practice over the years for ~~possible~~transfers ~~impact~~of certain intangible and tangible assets. This prohibition on ~~our~~recognition ~~consolidated~~is ~~financial~~an ~~statements~~exception to the principle of comprehensive recognition of current and ~~deemed~~deferred ~~their~~income ~~impact~~taxes toin US GAAP. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The amendments in ASU 2016-16 are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company can early adopt ASU 2016-16, but earlier adoption must be ~~immaterial~~in orthe ~~non~~first quarter of the fiscal year. The amendments in ASU 2016-~~applicable~~16 will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of this guidance will have significant impact on its consolidated financial statements, results of operations, and associated disclosures.

~~Note~~In ~~2. Acquisition~~March of2016, ~~Aqua~~the ~~Farming~~FASB ~~Tech~~issued ASU 2016-09, ~~Inc.~~Compensation – Stock Compensation (~~AFT~~Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard.

OnIn ~~July~~February 152016, ~~2014~~ the ~~Company~~FASB issued 1ASU 2016-02,~~250,043~~ ~~shares~~Leases of(Topic ~~its~~842). ~~common~~The ~~stock~~new ~~for~~standard ~~the~~establishes ~~assignment~~a right-of-use (“ROU”) model that requires a ~~43.66%~~lessee ~~Net~~to ~~Revenue~~record ~~Interest~~a inROU asset and toa lease liability on the ~~net~~consolidated ~~revenues~~balance ~~from~~sheet ~~the~~for ~~operations~~all ofleases ~~AFT's~~with ~~aquaculture~~terms ~~operations~~longer inthan ~~Southern~~12 ~~California~~months. ~~Cash~~Leases ~~allocable~~will tobe classified as either finance or operating, with classification affecting the ~~Net~~pattern ~~Revenue~~of ~~Interest~~expense recognition in the consolidated income statement. ASU 2016-02 is ~~calculated~~effective ~~and~~for ~~distributed~~annual onperiods abeginning ~~quarterly~~after ~~basis~~December 15, 2018, including interim periods within ~~forty~~those ~~five~~annual ~~(45)~~periods, ~~days~~with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the ~~end~~beginning of ~~each~~the ~~calendar~~earliest ~~quarter.~~comparative ~~Prior~~period topresented ~~this~~in ~~acquisition~~the financial statements, ~~the~~with ~~Company~~certain ~~maintained~~practical aexpedients 36available.6% ~~minority~~The ~~equity~~Company ~~interest~~is incurrently ~~AFT~~evaluating the potential impact of the adoption of this standard.

On29 ~~August~~Table ~~11, 2015, the Company completed the acquisition~~ of an additional 760,877 common shares of Aqua Farming Tech, Inc., a California corporation ("AFT") giving it a total ownership in excess of 99% of the outstanding shares of AFT. Prior to the acquisition of this block of common shares and since July, 2014 the company concluded that it was the primary beneficiary of AFT due to the combination of ownership interests and other rights held in AFT. Contents

~~The~~In ~~acquisition~~January of2016, ~~AFT~~the ~~was~~FASB ~~completed~~issued ~~for~~ASU ~~consideration~~2016-01, ofRecognition ~~380,434~~and ~~shares~~Measurement of ~~New~~Financial ~~Global~~Assets ~~Energy~~and ~~Inc~~Financial Liabilities. ~~common~~The ~~stock,~~amendments ~~plus~~in ~~warrants~~this toupdate ~~purchase~~revise ~~380,434~~the ~~shares~~accounting ofrelated ~~New~~to ~~Global~~the ~~Energy,~~classification ~~Inc.~~and ~~common~~measurement ~~stock~~of atinvestments ain ~~price~~equity ofsecurities ~~$2.00~~and ~~per~~the ~~share,~~presentation ~~for~~of acertain ~~period~~fair ofvalue ~~five~~changes ~~years~~for ~~from~~financial ~~the~~liabilities ~~date~~measured ofat ~~the~~fair ~~transaction~~value. ~~These~~The ~~warrants~~amendments ~~include~~are ~~shareholder~~effective ~~appreciation~~for ~~rights~~annual ~~and~~reporting ~~shall~~periods beafter ~~exercisable~~December ~~after~~15, ~~six~~2017, ~~months~~including ~~from~~interim ~~the~~periods ~~date~~within ofthose ~~the~~fiscal ~~transaction~~years. AsEarly aadoption ~~result,~~is ~~the~~permitted. ~~financial~~The ~~position~~Company ~~and~~is ~~operating~~currently ~~results~~evaluating ~~and~~the ~~cash~~potential ~~flows~~impact of ~~AFT have been included in~~ the ~~company's~~adoption ~~consolidated~~of ~~financial~~this ~~statements since July 15, 2014~~standard.

26In April 2015, the FASB issued ASU 2015-03, Interest- Imputation of Interest (Subtopic 835-30). This guidance is to simplify the presentation of debt issuance costs by recognizing a debt liability in the balance sheet as a direct deduction from that debt liability consistent with the presentation of a debt discount. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company has adopted this standard and the adoption did not have a material impact on the Company’s financial position.

~~Prior~~In to2015, ~~its~~the ~~acquisition~~FASB ofissued aASU ~~controlling equity interest~~2015-11, ~~The~~Simplifying ~~Company determined that it was~~ the ~~primary~~Measurement ~~beneficiary~~ of ~~AFT based on qualitative and quantitative factors. Specifically~~Inventory, ~~the~~which ~~Company~~requires ~~was~~an ~~entitled~~entity to ameasure ~~majority of the profits of AFT through its minority equity ownership~~ in ~~AFT~~scope ~~and~~inventory ~~pursuant~~at ~~to Farm Development and Crop Lease agreements between~~ the ~~Company~~lower ~~and AFT. The significance~~ of ~~the~~cost ~~Company's~~and ~~interest~~net inrealizable ~~the~~value. ~~Company's~~We ~~future~~do ~~profits~~not ~~were~~expect ~~considered in determining that~~ the ~~Company~~adoption ~~has additional implicit variable interests resulting from its rights, which were disproportionate to its equity ownership. The carrying value~~ of ~~the~~this ~~assets~~standard ~~and~~will ~~liabilities~~have ofa ~~AFT~~material ~~included~~impact inon ~~the~~our ~~accompanying~~ consolidated ~~balance~~financial ~~sheet as of December 31, 2014 are as follows:~~statements.

Cash	$	13,226
Receivables		3,661
Inventory		43,042
Property and equipment		5,400,251
Total assets	$	5,460,180
Accounts payable	$	167,457
Accrued expenses		467,845
Notes payable		856,765
Due to related parties		295,558
Total Liabilities	$	1,787,625
Net Surplus	$	3,672,555

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and to provide related footnote disclosures. The ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted.

~~Note~~The 3.Company ~~Goodwill~~is currently evaluating the potential impact of the adoption of this standard.

Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The ~~carrying~~Company ~~amount~~does ofnot ~~goodwill~~discuss recent pronouncements that are not anticipated to have an impact on ~~AFT~~or asare ofunrelated ~~December 31~~to its financial condition, ~~2015~~results ~~and~~of ~~December 31~~operations, ~~2014~~cash ~~are~~flows asor ~~follows:~~disclosures.

	December 31,2015			December 31,2014
Goodwill - Farm Unit	$	16,182,601		$	16,182,601
Impairment		(12,502,318	)		—
Balance	$	3,680,284		$	16,182,601

Reclassifications: Certain reclassifications has been made in prior period’s consolidated financial statements to conform to the current period’s financial presentation. These reclassifications did not change the Company’s financial position or results of operations.

2730 Table of Contents

InNote ~~accordance with FASB ASC 350, "Intangibles – Goodwill and Other," we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods~~2. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.Goodwill

~~After~~The ~~managements review of step two of FASB ASC 350 during the fourth quarter of 2015, it has concluded that the~~ carrying ~~value~~amount of ~~the~~goodwill ~~assets~~on ~~held by~~ AFT’s ~~was~~records ~~not~~as ~~equal to the fair value and recorded an impairment in the amount~~ of ~~$12,502,318.~~December ~~All intangibles held by the reporting unit~~31, ~~such~~2016 ~~as customer lists~~ and ~~trade~~2015 ~~names,~~is ~~can~~as ~~be attributed a zero value due to the lack of historical revenue history.~~follows:

For purposes of reviewing impairment and the recoverability of goodwill and other intangible assets, our operating segment constitutes a reporting unit and we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. We perform an annual impairment review in the fourth quarter of each fiscal year.

	December 31, 2016		December 31, 2015
Goodwill - Farm Unit	$	16,182,601	$	16,182,601
Impairment		16,182,601		12,502,318
Balance	$	-	$	3,680,283

~~Note~~During 4the fourth quarter of 2015, we performed our annual goodwill impairment test and estimated the fair value of our reporting unit based on the income approach (also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to estimate fair value). ~~Property~~The future cash flows for our farm reporting unit was projected based on our estimates, at that time, of future revenues, operating income and ~~Equipment~~other factors (such as working capital and capital expenditures). The discount rates used in our DCF method were based on a weighted-average cost of capital (“WACC”) determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of potential growth. We then calculated a present value of the respective cash flows for the Company’s reporting unit to arrive at an estimate of fair value under the income approach and then used the market approach to corroborate this value. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. The result of these methods has led management to the conclusion of goodwill impairment in the amount of $12,502,318 for the year ended December 31, 2015.

~~The~~During ~~Company's~~the ~~property~~fourth quarter of 2016, management utilized similar techniques and ~~equipment~~evaluated ~~consisted~~the operations of AFT. As a result, management believes that the ~~following~~remaining asgoodwill was impaired and recorded an impairment of $3,680,283 for the year ended December 31, ~~2015 and 2014:~~2016.

	Useful Lives	2015			2014
Land	Indefinite	$	2,128,000		$	2,128,000
Buildings and Improvements	7 years		2,269,886			2,295,812
Equipment & Solar Panels	10 years		766,477			889,030
Vehicles	5 years		128,500			128,500
			5,292,843			5,441,342
Accumulated depreciation			(656,692	)		(41,091	)
Total		$	4,646,151		$	5,400,251

Note 3. Property and Equipment

~~Depreciation~~The ~~expense~~Company’s ~~totaled~~property ~~$655,109~~ and ~~$41,091~~equipment ~~for~~consisted of the ~~years~~following ~~ended~~as of December 31, ~~2015,~~2016 and ~~2014, respectively.~~2015:

	Useful Lives	2016			2015
Land	Indefinite	$	2,128,000		$	2,128,000
Buildings and Improvements	7 years		2,269,886			2,269,886
Equipment & Solar Panels	10 years		800,430			776,457
Vehicles	5 years		119,000			128,500
			5,317,316			5,302,843
Accumulated depreciation			(1,100,988	)		(656,692	)
Total		$	4,216,328		$	4,646,151

~~Note~~Depreciation ~~5. Notes~~expense ~~Payable~~totaled –$444,296 ~~related~~and ~~party~~$655,109 for the years ended December 31, 2016 and 2015, respectively.

~~During~~31 ~~2014~~Table ~~the Company signed two unsecured promissory notes with a related party for an aggregate~~ of $200,000. The notes bear interest at 6% per annum and were due one year from the date of issuance. During 2014 the company received $137,500 with the remaining $62,500 received in January 2015. The notes do not contain conversion rights. In February 2015, both of these notes were converted into 4,000 shares of the Company's Series A Preferred Stock. On January 1, 2015, the Company signed an unsecured promissory note with the same related party for $100,000. The note bears interest at 6% per annum and was due one year from the date of issuance. The proceeds related to this note were received between January and February 2015. In connection with the February conversion disclosed above, the related party converted $8,000 dollars of this note into 160 shares of the Company's Preferred stock. Pursuant to a debt release agreement signed between the Company and the related party in April 2016, the outstanding principal of the note, $92,000, was treated as the purchase of equity and resulted in the issuance of 1,840 shares of the Company's Preferred Stock under the preferred stock subscription agreement signed in February 2015.Contents

~~The~~Note ~~balances~~4. ofNotes ~~related party notes as of the years ended December 31, 2015 and 2014 follows:~~ Payable

	Interest Rate			Maturity	2015		2014
Related Party Note A		10	%	In Default	$	15,000	$	15,000
Related Party Note B		10	%	In Default		130,000		130,000
Related Party Note C		10	%	In Default		22,210		22,210
Related Party Note D		10	%	In Default		74,000		74,000
Related Party Note E		10	%	In Default		95,000		95,000
Related Party Note F		10	%	In Default		10,000		10,000
Related Party Note G		10	%	In Default		7,000		7,000
Related Party Note H		10	%	In Default		13,069		13,069
Related Party Note I	None			On Demand		14,458		14,458
Related Party Note J	None			On Demand		15,409		-
Related Party Note K		10	%	Converted		-		100,000
Related Party Note L		10	%	Converted		-		37,500
Total					$	396,036	$	518,237

At December 31, 2016 and 2015, notes payable outstanding consisted of the following:

As of December 31, 2014 the Company had outstanding notes payable to related parties totaling $518,237. Included in this balance is $503,779 of debt which bears interest at 10% per annum and is currently in default. The remaining $14,458 in related party notes are non-interest bearing cash advances from shareholders. These advances are due on demand.

	December 31, 2016			December 31, 2015
Note 1	$	6,000		$	6,000
Note 2		87,361			111,361
Note 3		463,973			498,459
Note 4		257,457			136,224
Note 5		25,000			25,000
Total		839,791			777,044
Less: current portion of notes payable		(777,721	)		(690,475	)
Notes payable – long-term	$	62,070		$	86,569

~~The~~Note ~~Company~~1 ~~has~~- ~~recognized~~Note ~~$70,310~~payable ~~and~~for ~~$67,639~~vehicle infinancing ~~interest~~with ~~expense~~a ~~related~~balance toof ~~the~~$6,000 ~~notes~~as ~~held~~of ~~by related parties for the years ended~~ December 31, ~~2015~~2016 and ~~2014~~2015, ~~respectively~~bearing ~~and~~annual ~~$138,951 and $145,993 of related party~~ interest ~~expenses~~at is10% ~~included~~and indue ~~accrued expenses~~ on ~~the~~demand. ~~Company's~~This ~~consolidated~~note ~~balance~~matured ~~sheet~~on asSeptember ~~of December 31~~10, ~~2015~~2010 and ~~2014,~~is ~~respectively~~currently in default.

29Note 2 - Note payable pursuant to a 2010 settlement with a balance of $87,361 and $111,361, as of December 31, 2016 and December 31, 2015, respectively, due on December 15, 2015, and non-interest bearing. This note is currently in default.

Note 3 - Note payable to a bank dated March 10, 2015 with interest at a variable interest rate calculated based on Wall Street Journal Prime plus 2.5% (6. ~~Notes~~5% ~~Payable~~at December 31, 2016 and 2015), and a maturity date of March 10, 2017. The note had a balance of $463,973 and $498,459 as of December 31, 2016 and 2015, respectively, and was in default under the terms of the loans covenants, and therefore, is included in current liabilities as of December 31, 2016 and 2015. This note was paid in full out of the proceeds of the funding completed in September 2017 (see Note 10).

Note 14 - Note payable for ~~vehicle~~the ~~financing~~solar system array at the Thermal, California property with a balance of $6257,~~000~~457 and $136,224 as of December 31, ~~2015~~2016 and ~~2014~~2015, ~~accruing~~respectively, with interest ofrate 10at 2.8%, ~~and~~ due onin ~~demand.~~monthly ~~This~~principal ~~note~~and ~~matured~~interest oninstallments ~~September~~of 10$4,138 ~~2010~~through ~~and~~March 2018. This note is ~~currently~~secured inby ~~default~~the underlying solar equipment.

Note 25 -– ~~Note~~Unsecured note payable ~~pursuant~~for tosolar ainstallation ~~2010~~at ~~settlement~~the Thermal property, with a balance of $~~111~~25,~~361~~000 ~~and $183,686,~~ as of ~~the years ended~~ December 31, ~~2015~~2016 and ~~December 31, 2014, respectively, matured on December 15,~~ 2015, and isan ~~non-~~interest ~~bearing~~rate at 10%. This note is currently in default and is shown as a current liability.

~~Note~~32 3Table ~~and Note 3a - Note payable to a bank with a balance~~ of $466,312 on December 31, 2014, with a 6.5% variable interest rate and matured on December 7, 2014 (Note 3), but was renewed by the bank and AFT on March 10, 2015 with a balance of $506,178 (a combination of outstanding principal on the prior note, accrued note interest and late fees) a 6.5% variable interest rate at December 31, 2015 and a maturity date of March 10, 2017 (Note 3a). During 2015, $41,104 was paid towards the principal of the note, while $26,768 of interest related to the renewed note accrued and was converted into note principal per the renewal agreement. The note has a balance of $498,459 as of December 31, 2015 and is in default under the terms of the loans covenants, and therefore is included in current liabilities as of December 31, 2015.Contents

~~Note~~The 4Company -has ~~Note~~recognized ~~payable~~$42,702 ~~for~~and ~~solar~~$14,043, ~~system array~~in atinterest expense for the ~~Thermal,~~years ~~California~~ended ~~property~~December ~~with~~31, a2016 ~~balance~~and of2015, ~~$136~~respectively,~~225~~ related to notes payable and ~~$162,130~~was asincluded ofin ~~December~~interest ~~31,~~expense ~~2015~~on ~~and~~the accompanying consolidated statements of operations. At December 31, ~~2014,~~2016 ~~respectively~~and 2015, ~~with~~ accrued interest ~~rate~~payable aton ~~2.8%~~notes ~~due~~payable inamounted ~~monthly~~to ~~installments~~$80,449 ofand $4,138,278, ~~through March of 2018~~respectively.

~~Note~~Future 5maturity –of ~~Note~~notes payable ~~for~~is ~~solar installation at the Thermal property, with a balance of $25,000~~ as ~~of the years ended December 31, 2015 and December 31, 2014 and an interest rate at 10%. This note is currently in default~~follows:

The notes payable outstanding as of December 31, 2015 and 2014 are summarized below:

Years Ending December 31,	Amount
2017	$	777,721
2018		62,070
Total	$	839,791

	2015		2014
Note 1	$	6,000	$	6,000
Note 2		111,361		183,686
Note 3		-		466,312
Note 3a		498,459		-
Note 4		136,224		162,130
Note 5		25,000		25,000
Total	$	777,044	$	843,128

Note 5. Stockholders' Deficit/Equity

30Preferred Stock

The Company ~~has~~is ~~recognized~~currently ~~$37,747~~authorized ~~and~~to ~~$76~~issue up to 20,~~573~~000,000 inshares ~~interest~~of ~~expense~~preferred ~~for~~stock ~~the~~of ~~years~~which ~~ended~~25,000 ~~December~~are ~~31,~~designated ~~2015~~as ~~and~~Series ~~December~~A ~~31,~~Convertible ~~2014~~Preferred Stock, ~~respectively~~with ~~related~~a to$0.0001 ~~notes~~par ~~payable and~~value. isAll ~~included~~issued inshares ~~accrued~~of ~~expenses~~Series A Convertible Preferred Stock are entitled to vote on ~~the~~a ~~Company's~~1 ~~consolidated~~share/1 ~~balance~~vote ~~sheet~~basis. asThe Series A preferred shares carry a liquidation preference of $150 per preferred share. As of December 31, ~~2015~~2016, ~~and~~19,975,000 ~~2014~~shares of preferred stock are undesignated.

~~Future~~Each ~~maturity~~share of ~~debt~~Series isA Convertible Preferred Stock shall be convertible, at the option of the holder, at any time into such number of fully paid and non-assessable shares of common stock as ~~follows~~is determined by multiplying the number of issued and outstanding shares of the Company's common stock by .0000110. Provided however, that such number of common shares into which each share of Series A Preferred Stock may be converted shall not exceed 220.

Year ended December 31,	Amount
2016	$	690,475
2017		49,656
2018		36,913
2019		-
2020		-
Total	$	777,044

Preferred stock issued for debt settlement: On June 15, 2016, the Company and a related party entered into a debt settlement agreement. In accordance with the debt settlement agreement, debt in the principal amount of $74,000 and accrued and unpaid interest on the debt of $6,432 were settled for 1,100 shares of the Company’s Series A Convertible Preferred Stock. The Company recorded this debt settlement as a reduction of debt and interest due and an increase in equity for the capital contribution of $80,432.

~~Note~~33 ~~7. Stockholders'~~Table ~~Equity~~of Contents

In February and March 2015, the Company issued a total of 4,160 shares of Series A Convertible Preferred Stock in settlement of $208,000 of principal due on notes payable to a related party. The shares were valued at fair value using the Black-Scholes-Merton option pricing model coupled with the equity allocation method. The resultant value of $1,294,713 was derived using the following significant assumptions:

Risk free interest rate		.49% to .70%
Expected volatility		82% to 90%
Expected years to liquidity		2 years
Expected dividend yield		0%

Preferred Shares issued for cash: In 2015, the Company issued a total of 15,840 shares of Series A Convertible Preferred stock in exchange for $792,000, or $50.00 per share, as stipulated in the February 10, 2015 stock purchase agreement between the Company and a related party. The agreement calls for the issuance of 20,000 Series A Convertible Preferred shares in return for $1,000,000, of which $208,000 had already been converted, leaving $792,000 to be funded under the terms of the subscription agreement. As of December 31, 2015, $247,164 was outstanding as stock subscription receivable from this transaction. Management determined that receipt of the balance was unlikely and have written off the subscription receivable in 2016. The Company is evaluating recovery options.

Common Stock

We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

~~Series~~Common Ashares ~~Preferred~~issued ~~Stock~~for consulting services: During the year ended December 31, 2016, the Company issued 155,000 shares of common stock for services to two parties. The value of these services was deemed to be $25,620 based on the Company’s share price at the time the services were rendered, which was also recognized as stock compensation expense in the year.

WeOn ~~are~~October ~~currently~~29, ~~authorized~~2015, tothe ~~issue~~Company upissued ~~to 25~~100,000 shares of ~~Series~~stock Ato ~~Convertible~~an ~~Preferred~~unrelated ~~stock,~~third ~~with~~party a$for 0$1.~~0001~~39 ~~par~~per ~~value.~~share, ~~All~~the ~~issued~~price ~~shares~~per ofshare ~~Series~~on Athe ~~Convertible~~date ~~Preferred~~on ~~stock~~agreement, ~~are~~in ~~entitled~~exchange for investor relation services to ~~vote~~be onprovided aover 1the ~~share/1~~next ~~vote~~six ~~basis~~months. ~~The~~For ~~currently~~the ~~issued~~year ~~preferred~~ended ~~shares~~December ~~carry~~31, a2015, ~~liquidation~~the ~~preference~~stock ofissuance was revalued at $~~150~~0.38 per ~~preferred~~ share, the closing trading price of the Company’s stock on December 31, 2015. Based on this revaluation, the Company has recorded $13,701 in consulting fees for the year ended December 31, 2015.

31On December 11, 2015, the Company issued 283,783 shares of stock to a related party at $0.47 per share, the closing trading price of the Company’s stock on the date the agreement was signed, December 10, 2015, totaling $133,378, for settlement of a consulting agreement.

Common stock Issued:

Shares issued for forgiveness of accounts payable to a related party: During October 2014 the Company issued 450,000 shares to a related party in exchange for the forgiveness of $450,000 of past due accounts payable. The shares were valued at the fair value based on the trading price as of the date of forgiveness. The fair value price on date of forgiveness was $5.15 and the forgiveness amount, totaling $2,317,500, was recorded to additional paid in capital.

Shares issued upon conversion of debt: During the year ended December 31, 2014 the company issued 2,000,000 shares of common stock upon the conversion of a $500,000 note payable due to a related party.

Shares issued upon exercise of warrants: During 2014, we issued 400,000 shares of common stock upon the exercise of 400,000 warrants at $1.00 per share and received proceeds of $400,000. Additionally, we issued 88,284 shares of common stock upon the exercise of 88,284 warrants at $3.00 per shares for which we received $264,850.

The following table summarizes common stock warrants issued and outstanding:

	Shares			Weightedaverageexerciseprice		Weighted average remaining contractual term (months)		Aggregateintrinsicvalue*
Warrants outstanding at December 31, 2014		117,416		$	3.15		6.6	$	212,260
Granted		-		$	-			$	-
Expired		(5,700	)	$	-			$	-
Warrants outstanding at December 31, 2015		111,716		$	0.33		6.6	$	-
Warrants exercisable at December 31, 2015		111,716		$	0.33		6.6	$	-

_____________

* Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price

Shares issued to acquire Net Revenue Interest and Crop Leases: On July 15, 2014 the Company issued 1,250,043 shares of its common stock to a Nevada General Partnership for the assignment of a 43.66% Net Revenue Interest in and to the net revenues from the operations of AFT's aquaculture operations in Southern California. See Note 2.

On September 5, 2014, the Company issued 1,529,412 shares of its common stock to a separate Nevada General Partnership for the assignment of a 27.35% Net Revenue Interest in aquaculture operations of and an 8.44% interest in and to a farm and crop lease covering two parcels of land (6.1 and 15.92 acres respectively) in the Coachella Valley in Southern California. Since AFT was consolidated on July 15, 2014, as a result of the company's acquisition of the net revenue interest, the acquisition of the additional interest was accounted for as an equity transaction with no impact on the total assets of the Company.

On September 9, 2014, the Company issued 4,871,750 shares of its common stock to a Nevada corporation for the assignment of a 91.56% interest in and to a Farm and Crop Lease covering to parcels of land (6.1 and 15.92 acres respectively) in the Coachella Valley in Southern California. Since AFT was consolidated on July 15, 2014, as a result of the company's acquisition of the net revenue interest, the acquisition of the additional interest was accounted for as an equity transaction with no impact on the total assets of the Company.

Common shares issued for consulting services: During September 2014, the Company issued 20,000 shares of stock in exchange for transfer agent services. The shares were valued at the fair value based on the trading price as of the date of the service agreement. The fair value price on date of agreement was $5.00 and the total compensation amount totaled $100,000.

On October 29, 2015, the Company issued 100,000 shares of stock to a consultant for $1.39 per share, the price per share on the date of agreement, in exchange for investor relation services to be provided over the next six months. For the year ended December 31, 2015, the stock issuance was revalued at $0.38 per share, the closing trading price of the company's stock on December 31, 2015. Based on this revaluation, the company has recorded $13,701 in consulting fees for the year ended December 31, 2015.

On December 11, 2015, the Company issued 283,783 shares of stock to a related party at $0.47 per share, the closing trading price of the company's stock on the date the agreement was signed, December 10, 2015, totaling $133,378, for management services provided.

Common shares issued to acquire controlling interest in Aqua Farming Tech: On August 11, 2015, the Company completed the acquisition of an additional 760,877 common shares of AFT. This transaction was completed for and in consideration of 380,434 shares of common stock, plus warrants to purchase an additional 380,434 shares of common stock at a price of $2.00 per share for a period of five years from the date of the transaction. These warrants include cashless exercise rights and shall be exercisable after six months from the date of the transaction.

~~Preferred~~Common ~~Shares~~stock issued infor ~~settlement~~warrants ~~of debt~~exercise: In ~~February~~On ~~and~~ March ~~2015~~23, we2016, ~~issued~~ a ~~total~~warrant ofholder 4exercised 100,~~160~~000 ~~shares~~common ofstock ~~Series~~warrants ~~"A"~~for ~~Convertible~~proceeds ~~Preferred~~of ~~stock~~$100 inand ~~settlement~~received ~~of $208~~100,000 ofcommon ~~principal due on notes payable to a related party~~shares. The ~~shares~~Company ~~were~~recorded ~~valued~~$31,090 atof ~~fair~~stock ~~value~~based ~~using~~compensation anfor ~~Option~~the ~~Pricing~~issuance ~~model~~of ~~coupled~~these ~~with~~shares ~~the~~based ~~Equity~~on ~~Allocation~~the ~~method. The resultant~~ value of ~~$1,294,713 was derived using~~ the ~~following~~underlying ~~significant~~shares ~~assumptions:~~issued.

Risk free interest rate		.49% to .70%
Expected volatility		82% to 90%
Expected years to liquidity		2 years
Expected dividend yield		0%

Table of Contents

Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder, at any time into such number of fully paid and non-assessable shares of Common Stock as is determined by multiplying the number of issued and outstanding shares of the Corporation's Common Stock by .0000110. Provided however, that such number of common shares into which each share of Series A Convertible Preferred Stock may be converted shall not exceed 220. As of December 31, 2015 each share of Series A Convertible Preferred stock would convert into approximately 152.5 common shares. The shares are entitled to a liquidation preference of $150 per share and dividends on a pro-rata basis with the common if and when declared.

Preferred Shares issued for cash: In 2015 the company issued a total of 15,840 shares of Series "A" Convertible Preferred stock in exchange for $792,000, or $50.00 per share, as stipulated in the February 10, 2015 stock purchase agreement between the Company and a related party. The agreement calls for the issuance 20,000 Series A Convertible Preferred shares in return for $1,000,000, of which $208,000 had already been converted, leaving $792,000 to be funded under the terms of the subscription agreement. As of December 31, 2015 $438,800 has been received from the related party and $353,200 remains accrued as stock subscription receivable.

Warrants issued for services: In September 2015 the company issued a total of 100,000 warrants to purchase common stock. The warrants were issued as consideration for services. The warrants are exercisable at $0.001 and expire September 11, 2022. We used the Black-Scholes-Merton pricing model and inputs described below to estimate the fair value of $37,988 at December 31, 2015.

Risk free interest rate		.11%
Expected volatility		248%
Expected years to liquidity		6.7 years
Expected dividend yield		0%

Note 8. Derivative and Warrant Liabilities

Embedded Conversion Feature

To properly account for the convertible notes payable discussed in Note 5 and 6, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed FASB ASC 815, to identify whether any equity-linked features in the notes are freestanding or embedded. The notes were then analyzed to determine if the embedded conversion feature should be bifurcated and accounted for at fair value. The Company determined that the embedded conversion features met the requirements for bifurcation pursuant to FASB ASC 815 due to the "Down Round Provision" and therefore accounted for the embedded conversion features of the notes as derivative liabilities. Changes in fair value of the derivative financial instruments are recognized in the Company's consolidated statement of operations as a derivative valuation gain or loss.

The calculated value of the embedded conversion feature resulted in a value greater than the value of the debt and as such, the total discount was limited to the original value of the related note principal. The convertible debt is recorded net of the discount. Any excess value of the initial derivative liability over the discount amount was charged to expense at the date of the notes' inception.

Warrants

~~The~~Warrant ~~previous~~activities ~~convertible~~for ~~debt~~the ~~was~~years ~~issued~~ended ~~with~~December ~~an aggregate of 600~~31,~~000~~ ~~detachable warrants to purchase the Company's common stock. Each warrant entitles the holder to purchase one share at prices ranging from $1.00 to $3.00 and they expire at various dates in~~ 2016~~.The~~ ~~exercise price of these warrants~~ and ~~the~~2015 ~~conversion~~were rate of the debt is to be adjusted in the event that the Company issues or sells any shares of common stock, options, warrants or any convertible instruments (other than exempted issuances) at an effective price per share which is less than the exercise price of these warrants. Accordingly, in accordance with FASB ASC 815, the Company has accounted for these warrants as ~~liabilities.~~follows:

The Company values its warrant derivatives and simple conversion option derivatives using the Black-Scholes option-pricing model. Assumptions used for 2014 and 2015 include:

	Number of Warrants			Weighted Average Exercise Price
Balance at December 31, 2014		497,850		$	1.62
Issued		-			-
Exercised		(5,700	)		-
Balance at December 31, 2015		492,150			1.62
Issued		100,000			0.001
Expired		(111,716	)		0.33
Exercised		(100,000	)		0.001
Balance at December 31, 2016		380,434		$	2.00
Warrant exercisable at December 31, 2016		380,434		$	2.00

·There ~~risk-free~~was ~~interest~~no ~~rate-~~intrinsic ~~0.36%~~value ·for ~~warrant life is~~ the ~~remaining contractual life of the~~ warrants, ~~which~~at isDecember .55 of one year · expected volatility- 2014: 328.86% 2015: 247.90% · Stock Price on Measurement Date: 2014: $4.90 2015: $0.38 · expected dividends-none · exercise prices as set forth in the agreements31, ·2016 ~~common stock price of the underlying share on the valuation date,~~ and ~~· number of shares to be issued if the instrument is exercised~~2015.

The ~~aggregate~~following ~~fair~~table ~~value~~summarizes of the ~~warrants~~shares ~~and~~of the ~~conversion~~Company’s ~~feature~~common ~~was~~stock ~~determined~~issuable toupon beexercise ~~$10,935~~of ~~and~~warrants ~~$0,~~outstanding ~~respectively,~~ at December 31, ~~2015 and $560,110 and $0, respectively, at December 31, 2014. The following table summarizes the changes in the derivative liabilities for the years ended December 31, 2015 and 2014.~~2016:

		Totals				Warrants				ConversionFeature
Warrants Outstanding														Warrants Exercisable
Fair value at December 31, 2013		$	11,886,379			$	3,542,005			$	8,344,374
Range of Exercise Price				Number Outstanding at Dec 31, 2016				Range of Weighted Average Remaining Contractual Life (Months)				Weighted Average Exercise Price		Number Exercisable at Dec 31, 2016		Weighted Average Exercise Price
Initial fair value-incremental issuance of convertible debt			4,168,076				-				4,168,076
$	2.00				380,434				44			$	2.00		380,434	$	2.00
Adjustments to fair value upon exercise of warrants			(81,384	)			(81,384	)			-
Exercise of warrants			(3,097,896	)			(3,097,896	)			-
Adjustments to fair value at dates of conversion			586,293				-				586,293
Conversion of convertible debt			(14,057,285	)			-				(14,057,285	)
Adjustment to fair value at December 31, 2014			1,155,927				197,385				958,542
Fair value at December 31, 2014		$	560,110			$	560,110			$	-
Adjustment to fair value at December 31, 2015			549,174				549,174				-
Fair value at December 31, 2015		$	10,935			$	10,935			$	-

35Warrants issued for services: In September 2015, the Company issued a total of 100,000 warrants to purchase common stock. The warrants were issued as consideration for services. The warrants are exercisable at $0.001 and expire September 11, 2022. We used the Black-Scholes-Merton option pricing model and inputs described below to estimate the fair value of $37,988 at December 31, 2015.

Note 9. Income Taxes

Risk free interest rate		.11%
Expected volatility		248%
Expected years to liquidity		6.7 years
Expected dividend yield		0%

~~The~~35 ~~provision~~Table ~~for~~of ~~income taxes for the years ended December 31, 2015 and 2014 assumes a 34% effective tax rate for federal income taxes. The company has no state tax liability.~~Contents

~~The company has deferred tax assets at December 31, 2015 and 2014 as follows:~~Options

		2015			2014
Individual components giving rise to the deferred tax assets are as follows:
Future tax benefit arising from net operating loss carryovers	$	2,444,190		$	1,726,190
Less valuation allowance		(2,444,190	)		(1,726,190	)
Net deferred	$	-		$	-

On April 28, 2016 and May 2, 2016, the Company granted a total of 3,028,530 options to three separate related parties and the Company’s CEO at a fixed exercise price of $0.30 per share which was the fair value of the Company’s stock at the time the options were issued. The 1,000,000 options granted to the Company’s CEO and an additional 1,600,000 options granted to two related parties, are exercisable at tiered intervals beginning June 1, 2016 and vested immediately. The remaining 428,530 options granted to the Company’s partner in a joint venture are also exercisable at tiered intervals beginning May 1, 2016. Of these options issued, 1,400,000 are exercisable in 2016, an additional 978,530 option become exercisable in 2017 and the remaining 650,000 become exercisable in 2018. The fair value of the options of $902,578 was determined using the Black-Scholes-Merton option pricing model using the following assumptions: Dividend rate - 0; Terms (in years) 5 to 10 (using the simplified method); Volatility – 206.8% to 227.2%; Risk-free interest rate – 1.32% to 1.84%. In connection with the option grants, for the year ended December 31, 2016, the Company recognized an expense of $902,578 on the accompanying consolidated statements of operations within its general and administrative expenses and an increase in additional paid-in capital on the accompanying consolidated balance sheets.

~~The~~Option ~~Company~~activities ~~provided a valuation allowance equal to the deferred income tax assets~~ for the ~~years~~year ended December 31, ~~2015~~2016 ~~and~~were ~~2014,~~as ~~respectively, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.~~follows:

At December 31, 2015, the Company had approximately $4,000,000 in Federal and State tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in 2032. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

	Number of Options		Weighted Average Exercise Price
Balance at December 31, 2015		-	$	-
Issued		3,028,530		0.30
Exercised		-		-
Balance at December 31 2016		3,028,530		0.30
Options exercisable at December 31, 2016		1,400,000	$	0.30

36There was no intrinsic value for the options at December 31, 2016.

~~Note~~The ~~10.~~following ~~Deferred~~table ~~Revenue~~summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2016:

Deferred revenue represents amounts billed and collected for the future delivery of fish in accordance with contractual terms. These advance payments relate solely to the Company's future fish contract program. Beginning in the 4th quarter 2015, the Company commenced the sale of future contracts for the sale of fish, with the actual fish to be delivered before the end of 2016. The amounts represented below show the results of the presales.

Options Outstanding								Options Exercisable
Range of Exercise Price		Number Outstanding at Dec 31, 2016		Range of Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at Dec 31, 2016		Weighted Average Exercise Price
$	0.30		1,200,000		4.4	$	0.30		1,200,000	$	0.30
	0.30		750,000		5.4		0.30		-		-
	0.30		650,000		6.4		0.30		-		-
	0.30		428,530		9.3		0.30		200,000		0.30
$	0.30		3,028,530		6.4	$	0.30		1,400,000	$	0.30

	Dec 31,2015		Dec 31,2014
Pounds of fish presold		520,711		-
Average sale price per pound (varies between $1.50 and $2.00)	$	1.79	$	-
Total deferred revenue	$	875,601	$	-

Subscription Receivable

InThe ~~addition, the~~ Company has ~~signed a commission agreement with a related party and beneficial shareholder~~$106,036 ~~for~~in ~~the~~common ~~future~~stock ~~fish~~subscription ~~contracts.~~receivable ~~Per~~from ~~this~~a ~~agreement,~~2014 ~~the~~transaction ~~related~~with ~~party introduces the futures buyers to the Company and receives~~ a ~~40% flat commission on all sales. The~~ related party ~~has received $364,110 as of December 31, 2015 in prepaid commissions~~. ~~The related party is still owed $6,630 for commissions yet to be paid, which has been accrued as of December 31, 2015.~~

~~Note~~36 ~~11. Related~~Table ~~Party~~of ~~Transactions~~Contents

~~Due~~Note to6. ~~Related~~Derivative ~~Parties~~and Warrant Liabilities

37Embedded Conversion Feature: To properly account for the convertible notes payable discussed in prior years, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed ASC 815, to identify whether any equity-linked features in the notes are freestanding or embedded. The notes were then analyzed the features to determine if the embedded conversion feature should be bifurcated and accounted for at fair value. The Company determined that the embedded conversion features met the requirements for bifurcation pursuant to ASC 815 due to the “Down Round Provision” and therefore accounted for the embedded conversion features of the notes as derivative liabilities. Changes in fair value of the derivative financial instruments are recognized in the Company’s consolidated statement of operations as a derivative valuation gain or loss.

~~Reimbursement~~The calculated value of ~~Expenses~~the embedded conversion feature resulted in a value greater than the value of ~~our~~the ~~Chief~~debt ~~Executive~~and ~~Officer~~as such, the total discount was limited to the original value of the related note principal. The convertible debt is recorded net of the discount. Any excess value of the initial derivative liability over the discount amount was charged to expense at the date of the notes’ inception.

Warrants: The ~~Company's~~previous ~~chairman~~convertible ~~and~~debt ~~chief~~was ~~executive~~issued ~~does~~with ~~not~~an ~~receive~~aggregate aof ~~management~~600,000 ~~fee~~detachable orwarrants ~~other~~to ~~compensation~~purchase inthe ~~connection~~Company’s ~~with~~common ~~his~~stock. ~~management~~Each ofwarrant ~~us.~~entitles ~~The~~the ~~Company~~holder ~~reimburses~~to ~~its~~purchase ~~chairman~~one ~~and~~share ~~chief~~at ~~executive~~prices ~~for~~ranging ~~all~~from ~~direct~~$1.00 to $3.00 and ~~indirect~~they ~~costs~~expired ofat ~~services~~various ~~provided,~~dates ~~including~~in ~~the~~2015 ~~costs~~and of2016. ~~employee,~~The ~~officer~~exercise ~~and~~price ~~director~~of ~~compensation~~these warrants and ~~benefits~~the ~~allocable~~conversion torate ~~us,~~of ~~and~~the ~~all~~debt ~~other~~is ~~expenses~~to ~~necessary~~be oradjusted ~~appropriate~~in tothe event that the ~~conduct~~Company ofissues ~~our~~or ~~business.~~sells ~~Total~~any ~~costs~~shares ~~paid~~of bycommon ~~the~~stock, ~~Company~~options, ~~for~~warrants ~~legal~~or ~~services~~any ~~provided~~convertible byinstruments ~~our~~(other ~~chairman~~than ~~and~~exempted ~~chief~~issuances) ~~executive~~at ~~related~~an toeffective ~~contractual~~price ~~agreements,~~per ~~fundraising~~share ~~and~~which ~~general~~is ~~day~~less tothan ~~day~~the ~~business~~exercise ~~activities,~~price ~~were~~of ~~$170,517~~these ~~and~~warrants. ~~$243~~Accordingly,~~000,~~ ~~for~~in accordance with ASC 815, the ~~years~~Company ~~ended~~has ~~December~~accounted ~~31,~~for ~~2015~~these ~~and~~warrants ~~2014,~~as ~~respectively~~liabilities.

The Company ~~has~~values ~~entered~~its ~~into~~warrant ~~the~~derivatives ~~following~~and ~~transactions~~simple ~~with~~conversion aoption ~~company~~derivatives ~~owned~~using bythe aBlack-Scholes-Merton ~~beneficial~~option-pricing ~~shareholder~~model. ofAssumptions ~~the~~used ~~company~~for 2015 include:

· ~~Holder~~risk-free ofinterest ~~20,000~~rate- ~~shares of Series A Convertible Preferred stock, and 1,061,630 shares of common stock~~0.36% · ~~Note~~warrant ~~payable~~life inis the ~~amount~~remaining ofcontractual ~~$74,000,~~life ~~and $211,500 as~~ of ~~December~~the 31warrants, ~~2015 and 2014, respectively, of~~ which ~~$22,985~~is ~~in related party interest has been accrued~~0.30 ~~The CEO~~ of ~~this~~one ~~holder~~year ~~has~~· ~~personally~~expected ~~provided~~volatility- ~~$15,210 in cash advances to the Company during~~ 2015.: ~~These advances are non-interest bearing and due on demand~~247.90% · ~~Settled~~stock ~~$208,000~~price ofon ~~the~~measurement ~~outstanding~~date: ~~notes~~2015: ~~in exchange for issuing 4,160 shares of the Company's Series A Convertible Preferred stock~~$0.38 · ~~Received~~expected ~~15,840~~dividends-none ~~shares~~· ofexercise ~~Series~~prices Aas ~~preferred~~set ~~stock~~forth in ~~exchange for $792,000. As of December 31, 2015,~~ the ~~Company has received $438~~agreements,~~800~~ ~~related~~· tocommon ~~the agreement and recorded $353,200 in~~ stock ~~subscription~~price ~~receivable. · Receives 40%~~ of ~~tilapia~~the ~~futures~~underlying ~~sales~~share on ~~a commission basis. See Note 10. Deferred Revenue for further details on~~ the ~~commission~~valuation ~~agreement. · Entered into a consulting agreement with the Company on October 1~~date, ~~2015 to provide leads on potential asset~~ and business acquisitions, commercial customers, channel partners, service providers and investors to the Company in exchange for a tiered success fee in the event their efforts secure capital investment or revenue partners for the company. · ~~The~~number ~~related party consultant will be paid $10,000 for each month~~ of ~~advisory~~shares ~~services provided~~ to ~~the~~be ~~Company.~~issued Asif ~~of December 31, 2015,~~ the ~~Company~~instrument ~~has~~is ~~accrued $30,000 in consulting fees and paid nothing under this agreement.~~exercised

38The aggregate fair value of the warrants and the conversion feature was determined to be $0 and $10,935, at December 31, 2016 and 2015, respectively, at December 31, 2015. As noted earlier, the last of the warrants that had the embedded conversion features expired unexercised in July 2016.

~~The~~37 ~~Company~~Table ~~entered~~of ~~into the following transactions with a related party:~~Contents

·Note ~~Holder of 664,217 shares of common stock · Holds two notes payable from the Company~~7. ~~The~~Income first note is held at $13,069 and bears interest at 10%. This note has accrued $4,735 and $3,428 in related party interest for the years ended December 31, 2015 and 2014, respectively. The 2nd note is a cash advance from the debt and equity holder totaling $14,458. This note bears no interest and is due on demand. · A cosigner and guarantor on the bank loan for the 221-kW DC solar photovoltaic electric system on the Thermal farm. These panels are owned and the current loan is paid for by AFT. As of December 31, 2015 $477,296 was still owed on the loan. · Farm Consultant for the Company since September 2013. Per the agreement, the debt and equity holder receives $10,000 per month plus expenses. As of December 31, 2015, the Company has accrued $30,000 in consulting fees and has settled prior outstanding fees in December 2015 through stock issuances totaling 283,783 shares of the Company's common stock. · Owner of a 174.37 kW-DC Photovoltaic System on the Mecca farm, land owned by AFT and leased to the related party for a period of 10 years at a total cost of $1.00, designed to cover 90% of energy required by the Mecca farm. This system is subject to an agreement between the debt and equity holder and AFT, covered in the off balance sheet arrangement section of this year's 10-K. The company has accrued $103,586 as of December 31, 2015 for the portion due related to this agreement.Taxes

The ~~prior~~provision ~~owners~~for ofincome ~~AFT~~taxes ~~are~~for ~~now shareholders in~~ the ~~Company~~years ~~and~~ended ~~also were owed $283,000 and $129,000 at~~ December 31, ~~2015~~2016 and ~~2014~~2015 ~~respectively,~~assumes ina ~~accrued~~34% ~~management~~effective ~~fees~~tax torate ~~the~~for ~~company.~~federal ~~These~~income ~~shareholders~~taxes ~~provide farm management~~ and ~~accounting services in exchange for~~ a ~~management~~5% ~~fee~~state oftax ~~$10,000 per month~~rate.

Note 12. Subsequent Events

	December 31,
	2016		2015

Currently payable:
Federal	$	-	$	-
Taxable income-Federal	$	-	$	-

State	$	-	$	-
Taxable income-State	$	-	$	-

Total currently payable	$	-	$	-
Total deferred payable	$	-	$	-

39The Company has deferred tax assets at December 31, 2016 and 2015 as follows:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

	December 31,
	2016			2015
Deferred tax assets:
Reserves not currently deductible	$	498,000		$	-
Net operating loss carryforwards		3,933,000			2,665,000
Accrued expenses		99,000			124,000
Stock based compensation		352,000			72,000
Total deferred tax assets		4,882,000			2,861,000
Less: valuation allowance		(4,882,000	)		(2,861,000	)
Deferred taxes	$	-		$	-

~~None~~The Company provided a valuation allowance equal to the deferred income tax assets for the years ended December 31, 2016 and 2015, respectively, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. The valuation allowance increased by $2,021,000 and $1,135,000 during the years ended December 31, 2016 and 2015 respectively.

~~ITEM~~At 9ADecember 31, 2016, the Company had approximately $10,000,000 in Federal and State tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in 2032. ~~INTERNAL~~Pursuant ~~CONTROLS~~to ~~AND~~Internal ~~PROCEDURES~~Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future.

~~Disclosure~~In ~~controls~~the ~~and~~normal ~~procedures~~course ~~are~~of ~~controls~~business, ~~and~~the ~~other~~Company’s ~~procedures~~income ~~that~~tax returns are ~~designed~~subject to ~~ensure~~examination ~~that~~by ~~information~~various ~~required~~taxing toauthorities. beSuch ~~disclosed~~examinations bymay ~~our~~result ~~Company~~in isfuture ~~recorded,~~tax ~~processed,~~and ~~summarized~~interest ~~and~~assessment ~~reported,~~by ~~within~~these taxing authorities. Accordingly, the ~~time~~Company ~~periods~~believes ~~specified~~that init ~~the~~is ~~rules~~more ~~and~~likely ~~forms~~than ofnot that it will realize the ~~SEC.~~benefits ~~Our~~of ~~Chief~~tax ~~Executive~~positions ~~Officer~~it ~~and~~has ~~our~~taken ~~Principal~~in ~~Accounting~~its ~~Officer,~~tax isreturns ~~responsible~~or for ~~establishing~~the ~~and~~amount ~~maintaining~~of ~~disclosure~~any ~~controls~~tax ~~and~~benefit ~~procedures~~that ~~for~~exceeds ~~our~~the ~~Company~~cumulative probability threshold in accordance with ASC 740-10-15.

~~Our~~38 ~~management~~Table ~~has evaluated the effectiveness~~ of our disclosure controls and procedures as of December 31, 2015(under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2015 due to the lack of sufficient personnel to assure segregation of duties and the lack of a full time Chief Financial Officer and no full time accounting personnel to support the day to day accounting activities and the financial reporting function.Contents

The ~~term~~Company’s ~~"internal~~reconciliation ~~control over financial reporting" is defined as a process designed by, or under the supervision~~ of the ~~registrant's~~statutory ~~principal~~rate ~~executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel,~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~effective ofincome ~~financial~~tax ~~reporting~~rate ~~and~~from ~~the~~operations ~~preparation~~is ofas ~~financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that~~follows:

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

	Year Ended December 31,
	2016			2015
Tax benefit at statutory rate	$	2,906,000		$	5,201,000
State tax benefit, net of federal taxes		427,000			765,000
Change in valuation allowance		(2,021,000	)		(1,135,000	)
Goodwill impairment		(1,435,000	)		(4,876,000	)
Other		123,000			45,000
Tax benefit (expense)	$	-		$	-

40Note 8. Deferred Revenue

~~MANAGEMENT~~Deferred revenue represents amounts billed and collected for the future delivery of fish in accordance with contractual terms. These advance payments relate solely to the Company'Ss ~~ANNUAL~~future ~~REPORT~~fish ONcontract ~~INTERNAL~~program. ~~CONTROL~~The ~~OVER~~amounts ~~FINANCIAL~~represented ~~REPORTING~~below show the results of the presales.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

	December 31, 2016		December 31, 2015

Pounds of fish presold		1,322,367		520,711
Average sale price per pound (varies between $1.50 and $2.00)	$	1.86	$	1.79
Total deferred revenue	$	2,479,676	$	881,218

~~Our~~In ~~management~~addition, ~~with~~ the ~~participation~~Company ofhas ~~the~~signed ~~Chief~~a ~~Executive~~commission ~~Officer,~~agreement ~~evaluated~~with ~~the~~a ~~effectiveness~~related ofparty ~~the~~and ~~Company's~~beneficial ~~internal~~shareholder ~~control~~for ~~over~~the ~~financial~~future ~~reporting~~fish ~~as of December 31, 2015~~contracts. InPer ~~making~~ this ~~assessment~~agreement, ~~our management used~~ the ~~criteria~~related ~~set~~party ~~forth~~introduces by the ~~Committee~~futures ofbuyers ~~Sponsoring~~to ~~Organizations of~~ the ~~Treadway~~Company ~~Commission~~and ~~("COSO")~~receives ina ~~Internal~~40% ~~Control~~flat --commission ~~Integrated Framework. Based~~ on ~~this~~all ~~evaluation,~~presales. ~~our~~The ~~Company's~~related ~~Chief~~party ~~Executive~~has ~~Officer~~received ~~and~~$1,113,664 ~~Principal~~as ~~Accounting~~of ~~Officer~~December ~~have~~31, ~~concluded~~2016. ~~that~~The ~~our~~related ~~Company's~~party ~~disclosure~~was ~~controls~~due ~~and~~$969,848 ~~procedures~~in ~~were~~prepaid ~~not~~commissions ~~effective~~ as of December 31, ~~2015~~2016. ~~due~~The torelated ~~the~~party ~~following:~~was ~~Company's~~inadvertently ~~disclosure~~overpaid ~~controls~~$143,816 ~~and~~for ~~procedures~~commissions ~~were not effective~~ as of December 31, ~~2015~~2016 ~~due~~and to the ~~lack~~Company ofremains ayet ~~full~~to ~~time~~be ~~Chief~~repaid. ~~Financial~~The ~~Officer~~related ~~and~~party nohas ~~full~~received ~~time~~notice ~~accounting~~of ~~personnel to support~~ the ~~day~~overpayment ~~to day accounting activities~~ and ~~the~~is ~~financial~~currently ~~reporting~~unable ~~function.. As a result, we did not adequately test whether our financial activity level controls or our information technology general controls were operating sufficiently~~ to ~~identify~~repay athese ~~deficiency~~amounts, orwhich ~~combination~~the ofCompany ~~deficiencies,~~has ~~that~~written ~~may~~off ~~result~~ in a2016 ~~reasonable~~but ~~possibility~~intends ~~that~~to aattempt ~~material misstatement of the financial statements would not be prevented or detected on a timely basis. Additionally, the company lacks an independent audit committee~~ to ~~oversee management~~recoup.

~~Remediation~~Note of9. ~~Material~~Related ~~Weaknesses.~~ Party Transactions

ANotes ~~material~~Payable ~~weakness~~- isRelated aParties: ~~control~~As ~~deficiency (within the meaning~~ of ~~the~~December ~~Public~~31, ~~Company~~2016 ~~Accounting~~and ~~Oversight~~2015, ~~Board~~AFT ~~("PCAOB")~~owed ~~Auditing~~certain ~~Standard~~related ~~No.~~parties 5)$322,036 orand ~~combination of control deficiencies~~$396,036, ~~that~~respectively. ~~result~~Out ~~in more than a remote likelihood that a material misstatement~~ of the ~~annual~~2016 oramount, ~~interim~~$292,169 ~~financial~~bear ~~statements~~interest ~~will~~at ~~not~~10%, beare ~~prevented~~unsecured, orand ~~detected.~~are ~~While~~due ~~management~~on ~~believes~~demand. ~~that~~The ~~the~~remainder, ~~Company's financial statements previously filed in the Company's SEC reports have been properly recorded and disclosed in accordance with US GAAP~~$29,867, webear ~~have~~no ~~designed and plan to implement~~interest, orare ~~in some cases have already implemented~~unsecured, ~~the~~and ~~specific~~are ~~remediation~~due ~~initiatives~~on ~~described below:~~demand.

·39 WeTable are planning to hire one full time bookkeeper, in order to enhance our internal finance and accounting organizational structure. · We have hired a third party consultant who has the required background and experience in accounting principles generally accepted in the United States of America and with SEC rules and regulations to assist us in our financial reporting requirements. This consultant will perform additional levels of analysis and quality control reviews within the accounting and financial reporting functions.Contents

~~While~~The webalances ~~have~~of ~~not~~related ~~yet~~party ~~remediated~~notes ~~these~~as ~~material~~of ~~weaknesses,~~the weyears ~~will~~ended ~~continue~~December ~~our~~31, ~~remediation~~2016 ~~efforts~~and ~~during~~2015 ~~fiscal~~follows: ~~2016.~~

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to such attestation pursuant to rules of the Securities and Exchange Commission that permits us to provide only management's report in this Annual Report.

	Interest Rate			Maturity	2016		2015
Related Party Note A		10	%	In Default	$	15,000	$	15,000
Related Party Note B		10	%	In Default		130,000		130,000
Related Party Note C		10	%	In Default		22,210		22,100
Related Party Note D		10	%	Converted		-		74,000
Related Party Note E		10	%	In Default		95,000		95,000
Related Party Note F		10	%	In Default		10,000		10,000
Related Party Note G		10	%	In Default		7,000		7,000
Related Party Note H		10	%	In Default		13,068		13,068
Related Party Note I		None		On Demand		14,458		14,458
Related Party Note J		None		On Demand		15,410		15,410
Total					$	322,036	$	396,036

41On June 15, 2016, the Company and the noteholder of Related Party Note D entered into a debt settlement agreement, whereby, the Company issued 1,100 shares of its preferred stock upon the conversion of note payable – related party of $74,000 and accrued interest – related party of $6,432. The Company recorded this debt settlement as a reduction of debt and interest due and an increase in equity for a capital contribution of $80,432.

~~CHANGES~~These INnotes ~~INTERNAL~~are ~~CONTROLS~~either ~~OVER~~due ~~FINANCIAL~~on ~~REPORTING~~demand or in default and are shown as current liabilities.

~~None~~The ~~noted~~Company has recognized $31,503 and $55,760 in interest expense related to the notes held by related parties for the years ended December 31, 2016 and 2015, respectively, which was included in interest expense on the accompanying consolidated statements of operations. At December 31, 2016 and December 31, 2015, accrued interest payable on notes payable amounted to $144,998 and $76,738, respectively, and is included in accrued expenses – related parties on the accompanying consolidated balance sheets.

~~INHERENT~~Reimbursement ~~LIMITATIONS~~of ONExpenses ~~EFFECTIVENESS~~of OFour ~~CONTROLS~~Chief Executive Officers: The Company reimburses its chairman and chief executive officer for all direct and indirect costs of services provided, including the costs of employee, officer and director compensation and benefits allocable to us, and all other expenses necessary or appropriate to the conduct of our business. Total costs paid by the Company for legal and management fees services provided by our chairman and chief executive officer related to contractual agreements, fundraising and general day to day business activities, were $300,000 and $151,980 for the years ended December 31, 2016 and 2015, respectively. Additionally, on May 2, 2016, the Company granted its chief executive officer 1,000,000 options at a fixed exercise price of $0.30 per share. In connection with this option grant, for the year ended December 31, 2016, the Company recognized stock based compensation expense of $299,955 on the accompanying consolidated statements of operations. At December 31, 2016, the Company owes $313,849 to the CEO which has been reflect in accrued expenses – related parties on the accompanying consolidated balance sheet.

~~The~~40 ~~Company's~~Table management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.Contents

42Bio Global Resources, Inc.: The Company has entered into the following transactions with a company owned by a shareholder of the Company:

~~PART~~· ~~III~~Settled $74,000 of outstanding note principal (Related Party Note D) and $6,432 accrued interest related to this note in exchange for issuing 1,100 shares of the Company’s Series A Convertible Preferred Stock during the year ended December 31, 2016. At that time, $19,026 interest related to this related party note had been accrued and was subsequently been written off. The CEO of this note holder has personally provided $15,410 in cash advances to the Company during 2015 and the entire balance remains outstanding as of December 31, 2016 and 2015 (Related Party Note J). This advance is non-interest bearing and due on demand. · In 2015, the Company received 15,840 shares of Series A preferred stock in exchange for $792,000. As of December 31, 2016 and 2015, the Company had common stock subscription receivable of $0 and $247,164. The preferred shares were received by the related party but the stock subscription receivable has never been paid. The related party has been notified of this shortfall and outstanding balance but no funds have been received by the Company. · Receives 40% of tilapia pre-sales on a commission basis. The related party received commission payments of $1,113,664 through 2016 when he was actually due $969,848 resulting in an overpayment of $143,816. The Company notified him of this outstanding balance but it has not been repaid. The Company is evaluating options for recovery of this amount. · On October 1, 2015, the Company entered into a consulting agreement with this related party to provide leads on potential asset and business acquisitions, commercial customers, channel partners, service providers and investors to the Company in exchange for a tiered success fee in the event their efforts secure capital investment or revenue partners for the Company. In addition, the related party was to provide the Company with a minimum of 20 hours per month of advisory services. No leads provided by the related party have resulted in executed agreements or incremental value for the Company. · Under the October 1, 2015 consulting agreement, the related party consultant is to receive $10,000 for each month of advisory services provided to the Company, no services have been provided to date and no invoices for the advisory services have been received by the Company. However, the Company has complied with the terms of the agreement and accrued these consulting fees until such time as a determination is made as to whether the related party has met the performance requirements of the agreement. For the years ended December 31, 2016 and 2015, consulting fees amounted to $120,000 and $60,000, respectively, and is included in general and administrative expense on the accompanying consolidated statements of operations. At December 31, 2016 and 2015, in connection with this agreement, the Company reflected accrued expenses – related parties of $150,000 and $90,000, respectively in the accompanying consolidated balance sheets. · On May 2, 2016, the Company granted this consultant 800,000 options at a fixed exercise price of $0.30 per share. In connection with this option grant, for the year ended December 31, 2016, the Company recognized an expense of $239,964 in general and administrative expense on the accompanying consolidated statements of operations.

~~ITEM~~XL Biofuels, Inc.: In September 2013, the Company entered into a consulting agreement with a related party company for farm management and development services provided. Pursuant to the agreement, this related party consultant receives $10,000 per month plus expenses for farm-related consulting services. ~~DIRECTORS~~For ~~AND~~the ~~EXECUTIVE~~years ~~OFFICERS~~ended ~~AND~~December ~~CORPORATE~~31, ~~GOVERNANCE~~2016 and 2015, consulting fees amounted to $120,000 and $60,000, respectively, and are included in general and administrative expense on the accompanying consolidated statements of operations. At December 31, 2016 and 2015, in connection with this agreement, the Company reflected accrued expenses – related parties in the accompanying consolidated balance sheets of $150,000 and $90,000, respectively.

~~The~~41 ~~directors~~Table ~~and executive officers~~ of ~~the Company for the reported period are as follows:~~ Contents

Name		Age		Position
Perry D. West		69		Director, Chairman of the Board and CEO/President

Additionally, the Company has entered into the following transactions with this related party:

~~Perry~~· DHolds two notes payable from the Company. ~~West~~The first note has a balance of $13,068 ~~President~~(Related Party Note H) as of December 31, ~~CEO~~2016 and 2015, ~~Vice~~and ~~President~~bears interest at 10%. This note has accrued $5,387 ~~Secretary~~in related party interest as of December 31, 2016. The 2nd note is a cash advance from this related party totaling $14,458 (Related Party Note I) as of December 31, 2016 and ~~Chairman~~2015. This note bears no interest, is unsecured, and is due on demand. · A cosigner and guarantor on the bank loan for the 221-kW DC solar photovoltaic electric system on the Thermal farm. These panels are owned and the loan is being paid by AFT. As of December 31, 2016 and 2015, $463,973 and $498,459 was still owed on this loan, respectively. · Owner of a 174.37 kW-DC Photovoltaic System on the ~~Board~~Mecca farm, land owned by AFT and leased to the related party for a period of ~~Directors~~10 years at a total cost of $1.00, designed to cover 90% of energy required by the Mecca farm. This system is subject to an agreement between this related party and AFT. For the years ended December 31, 2016 and 2015, fees amounted to $7,500 and $10,500, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations. At December 31, 2016 and 2015, the Company has accrued $80,504 and $57,750 for the amounts due related to this agreement, respectively, and is included in accrued expenses - related parties on the accompanying consolidated balance sheets. · In 2014, the Company issued shares in lieu of a note payable. The shares issued were valued in excess of the value of the note which resulted in additional funds being owed to the Company. This balance of $106,036 has been recorded as common stock subscription receivable on the accompanying consolidated balance sheets. · On May 2, 2016, the Company granted this consultant 800,000 options at a fixed exercise price of $0.30 per share. In connection with this option grant, for the year ended December 31, 2016, the Company recognized an expense of $239,964 in general and administrative expense on the accompanying consolidated statements of operations.

~~Mr.~~Other: ~~West has been an officer and director of the Company since its inception.~~ During the ~~last five~~ years, heended ~~has~~December ~~been engaged in the practice of law as well as being a Director of VoiceLift~~31, ~~Inc.,~~2016 aand ~~business VoIP telephone company. Formerly~~2015, ~~he was Chairman and Chief Executive~~the ~~Officer of Interactive Technologies Corporation; a NASDAQ listed Technology~~ Company ~~developing~~ ~~interactive~~incurred ~~digital~~farm ~~media~~management and ~~interactive~~accounting ~~television.~~services ~~Earlier~~of $84, he000 ~~served as Vice Chairman~~ and ~~Executive~~$42,000, ~~Vice President/General Counsel of American Financial Network~~respectively, ~~another~~to ~~NASDAQ~~prior ~~company.~~owners ~~Mr. West was previously Chairman~~ of ~~the~~AFT ~~Board~~who ~~and~~are ~~Chief~~now ~~Executive~~beneficial ~~Officer~~shareholders of ~~Cambridge~~the ~~Energy~~Company ~~Corporation, a public oil~~ and ~~gas~~acting ~~Exploration~~as ~~and~~president ~~Production company; he was a former partner in the consulting firm~~ of ~~Cambridge Equity, Inc~~AFT. anAt ~~international~~December ~~business~~31, ~~consulting~~2016 ~~firm. Mr. West has been director~~ and ~~officer~~2015, ofamounts adue ~~number~~to ofthis ~~small~~related ~~private~~beneficial ~~companies~~shareholder ~~including~~amounted ~~Nanogen~~to ~~Power Systems~~$372,750 ~~LLC,~~and ~~a concentrated solar power company~~$283, ~~Homeport~~000, ~~LLC~~respectively, ~~a financial products developer; GETG, Inc., an alternative energy company, TriMark Explorations, Ltd. a mining company~~ and ~~Highlight~~are ~~Networks,~~included ~~Inc. a small public company engaged~~ in ~~wireless~~accrued ~~network~~expenses ~~development.~~– ~~Mr.~~related ~~West~~parties ~~was~~on ~~admitted to~~ the ~~practice~~accompanying ofconsolidated ~~law~~balance ~~in Florida in 1974~~sheets. HeAdditionally, ~~was~~the ~~graduated~~related ~~with~~party is a ~~Bachelor~~cosigner ~~of Arts degree from The Florida State University in 1968~~ and ~~with~~guarantor aon ~~Juris~~the ~~Doctorate~~bank ~~degree~~loan ~~from~~for ~~The Florida State University College of Law in 1974. He was graduated from~~ the ~~Army~~221-kW ~~Engineer~~DC ~~Officer~~solar ~~Candidate~~photovoltaic ~~School~~electric ~~and~~system ~~served~~on ~~as an officer with~~ the ~~United~~Thermal ~~States Army Security Agency~~farm. ~~Mr.~~These ~~West~~panels ~~was~~are ~~selected~~owned ~~as an officer~~ and ~~Director of~~ the ~~Company~~current ~~based~~loan ~~upon~~is ~~his~~paid ~~considerable~~for ~~experience~~by ~~with~~AFT. ~~growth~~As ~~and~~of ~~development~~December of31, ~~early~~2016 ~~stage~~and ~~companies~~2015, ~~both~~$463,973 ~~public~~ and ~~private~~$498,459 ~~including~~was ~~general~~still ~~management~~owed ~~and~~on ~~technology~~this ~~development~~loan, ~~and growth~~respectively.

~~Section~~On ~~16(~~May 2, 2016, the Company granted to a) ~~Beneficial~~company ~~Ownership~~who ~~Reporting~~is ~~Compliance.~~considered Aa ~~review~~related party and is the Company’s joint venture partner in a certain project, 428,530 options at a fixed exercise price of ~~forms~~$0.30 ~~submitted~~per toshare. ~~the~~In ~~registrant~~connection with ~~respect~~this tooption grant, for the ~~most~~year ~~recent~~ended ~~fiscal~~December ~~year~~30, ~~indicates~~2016, ~~that~~the ~~there~~Company ~~are~~recognized nostock ~~persons~~based ~~who~~compensation ~~failed~~costs toof ~~file~~$122,696 awhich ~~form~~are orincluded ~~forms~~in ~~required~~general byand ~~Section~~administrative ~~16(a)~~expense ofon the ~~Securities~~accompanying ~~Exchange~~consolidated ~~Act~~statements of operations.

~~Code~~NOTE ~~of Ethics~~10. ~~The~~SUBSEQUENT ~~Company has adopted a Code of Ethics applicable to its principal executive, financial, and accounting officers and persons performing similar functions as of December 31, 2015.~~ EVENTS

~~There~~Management ~~was~~has noassessed ~~director~~subsequent ~~compensation~~events ~~paid~~in ~~during~~accordance with accounting principles generally accepted in the ~~fiscal~~United ~~year~~States through March 28, 2018.

~~Lack~~Financing: ofNew ~~Independent~~Global ~~Directors~~Energy, Inc. ~~The~~(the “Company's”) ~~Directors~~through ~~are~~its ~~not~~subsidiary ~~independent~~Aqua ~~Directors~~Farming asTech, ~~that~~Inc. ~~term~~(“AFT”) isentered ~~defined~~into ina ~~section~~Promissory ~~803~~Note ofSecured ~~the~~by ~~listing~~a ~~standards~~Deed of Trust (“Loan Facility”) by and among the ~~NYSE~~Company, ~~AMEX.~~AFT Noand ~~Director~~other ispersons aparty ~~"financial~~thereto ~~expert"~~from time to time as ~~that~~guarantors ~~term~~with isCalifornia ~~defined~~Real inEstate Opportunity Fund LP, as lender (“Lender”). The Loan Facility, first dated August 28, 2017, provides for the ~~regulations~~loan of $2,400,000 to be used to pay off the ~~Securities~~existing Deed of Trust with First General Bank, certain other obligations recorded against the property, for capital improvements and ~~Exchange~~for ~~Commission~~working and expansion capital for the Company’s aquaculture and agriculture operations. The Loan Facility is secured by all of the assets of the Company.

4342 Table of Contents

~~ITEM~~The 11Loan Facility is payable with interest on the unpaid principal balance at the annual rate of 13.00%. ~~EXECUTIVE~~Interest ~~COMPENSATION~~is payable monthly with the remaining balance of principal and interest due March 1, 2019. The Loan Facility is in the name of AFT with the Company and two individuals as guarantors.

The ~~following~~Loan ~~table~~Facility ~~sets~~contains ~~forth,~~representations ~~for~~and ~~the~~warranties ~~fiscal~~and ~~years~~affirmative ~~indicated,~~and ~~all~~negative ~~compensation~~covenants ~~awarded~~that ~~to,~~are ~~earned~~usual byand orcustomary. ~~paid~~Obligations tounder the ~~chief~~Loan ~~executive~~Facility ~~officer~~may be accelerated upon certain customary events of ~~the~~default ~~Company~~subject to grace periods, ~~December~~including 31non-payment of principal, ~~2015~~interest ~~and~~or ~~2014~~fees; breach of affirmative or negative covenants.

		Summary Compensation Table
		Annual Compensation						Payouts
Name and Principal Position	FiscalYear	Salary		Bonus		Other Annual Compensation		UnderlyingOptions		All Other Compensation
Perry D. West, President/CEO	2015*		0		0		0		0		0
Perry D. West, President/CEO	2014*		0		0		0		0		0

The foregoing description of the Loan Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as exhibits hereto.

~~______________~~ Common shares issued for consulting services: In 2017, the Company issued 210,000 shares of common stock for services to two parties.

~~Options/Stock~~Litigation: ~~Appreciation~~There ~~Rights:~~ was a subsequent civil matter filed by the U.S. Securities and Exchange Commission in the United States District Court in the Central District of California on September 27, 2017. The Company has retained outside counsel and responded to the complaint. The matter is in the discovery phase and asserts claims against the Company and its CEO for a violation of Sections 5(a) and 5(c) of the Securities Act involving the sale of unregistered securities. The Company and management believe that their actions were proper and expect to vigorously defend the litigation. The Commission seeks recovery of $1,925,000 against the Company and $435,601 against its CEO.

~~There~~43 ~~were~~Table noof ~~stock options and stock appreciation rights ("SARs") granted to executive officers during the year ended December 31, 2015.~~Contents

~~Director~~ITEM ~~Compensation~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company does not have any standard arrangements pursuant to which director of the Company is compensated for services provided as a director. The director is entitled to reimbursement for expenses reasonably incurred in carrying out Board responsibilities. There have been no distributions of Stock to our sole officer and director through December 31, 2015.None

~~Compensation~~ITEM ~~Agreements,~~9A. ~~Termination~~CONTROLS ofAND ~~Employment and Change-in-Control Arrangements:~~PROCEDURES

~~Compensation~~Disclosure ~~Committee~~controls ~~Interlocks~~and procedures are controls and ~~Insider~~other ~~Participation.~~procedures ~~The~~that ~~Company's~~are ~~Director~~designed ~~acts~~to asensure ~~its~~that ~~compensation~~information ~~committee.~~required ~~During~~to ~~the~~be ~~year~~disclosed ~~ended~~by ~~December~~our 31Company is recorded, ~~2015~~processed, summarized and reported, within the ~~Company's~~time ~~sole~~periods ~~officer~~specified ~~was~~in ~~not~~the arules ~~Director~~and forms of ~~another~~the ~~entity,~~SEC. ~~which~~Our ~~other~~Chief ~~entity~~Executive ~~had~~Officer ~~one~~and ofour ~~its~~Principal ~~executive~~Accounting ~~officers~~Officer, ~~serving~~is asresponsible ~~one~~for ofestablishing ~~the~~and ~~Company's~~maintaining ~~Directors~~disclosure controls and procedures for our Company.

~~Compensation~~Our management has evaluated the effectiveness of ~~Director~~our ~~During~~disclosure ~~Year~~controls ~~Ended~~and procedures as of December 31, ~~2015~~2016 (under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. ~~The~~As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's ~~does~~Chief ~~not~~Executive ~~compensate~~Officer ~~its~~and ~~Director~~Principal ~~for~~Accounting ~~acting~~Officer have concluded that our Company's disclosure controls and procedures were not effective as ~~such~~of December 31, 2016 due to the lack of sufficient personnel to assure segregation of duties and the lack of a full time Chief Financial Officer and no full time accounting personnel to support the day to day accounting activities and the financial reporting function.

~~Long-Term~~The ~~Incentive~~term ~~Plans.~~"internal ~~The~~control ~~Company~~over ~~does~~financial ~~not~~reporting" ~~provide~~is ~~its~~defined ~~officer~~as a process designed by, or ~~employees~~under ~~with~~the ~~pension~~supervision of the registrant's principal executive and principal financial officers, ~~stock~~or ~~appreciation~~persons ~~rights~~performing similar functions, ~~long-term~~and ~~incentive~~effected orby the registrant's board of directors, management and other ~~plans.~~personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Employee~~· ~~Pension,~~pertain ~~Profit~~to ~~Sharing~~the ormaintenance ~~other~~of ~~Retirement~~records ~~Plans.~~that ~~The~~in ~~Company~~reasonable ~~does~~detail ~~not~~accurately ~~have~~and afairly ~~defined~~reflect ~~benefit,~~the ~~pension~~transactions and dispositions of the assets of the registrant; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, ~~nor~~and ~~profit~~that ~~sharing~~receipts ~~plan~~and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~nor~~use ~~does~~or itdisposition ~~offer~~of the registrant's assets that could have a ~~401(k)~~material ~~plan~~effect on the financial statements.

~~ITEM~~44 ~~12.~~Table ~~SECURITY~~of ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED STOCKHOLDER MATTERS.~~Contents

~~The~~MANAGEMENT'S ~~following~~ANNUAL ~~table~~REPORT ~~sets~~ON ~~forth~~INTERNAL ~~information~~CONTROL ~~concerning~~OVER ~~ownership~~FINANCIAL of common stock, as of December 31, 2015, by each person known by the Company to be the beneficial owner of more than 5% of the common stock, each director and executive officer, and by all directors and executive officers of the Company as a group.REPORTING

Name of beneficial owner	Status	SharesBeneficiallyOwned		Percentageof Class
Perry D. West	Director, President and CEO		1,000,000		7.00	%
BioGlobal Resources, Inc.	Company controlled by beneficial shareholder		1,061,630		7.43	%

44Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control -- Integrated Framework. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2016 due to the following: Company's disclosure controls and procedures were not effective as of December 31, 2016 due to the lack of a full time Chief Financial Officer and no full time accounting personnel to support the day to day accounting activities and the financial reporting function. As a result, we did not adequately test whether our financial activity level controls or our information technology general controls were operating sufficiently to identify a deficiency, or combination of deficiencies, that may result in a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis. Additionally, the Company lacks an independent audit committee to oversee management.

~~ITEM~~Remediation ~~13.~~of ~~CERTAIN~~Material ~~RELATIONSHIPS~~Weaknesses ~~AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.~~

~~Directors~~A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5), or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. While management believes that the Company’s financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with US GAAP, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:

~~Perry~~· D.We ~~West~~continue ~~Director~~our plan to obtain and hire additional accounting personnel, ~~Chairman~~and continue to enhance our internal finance and accounting organizational structure. · We have hired a third party consultant who has the required background and experience in accounting principles generally accepted in the United States of America and with SEC rules and regulations to assist us in our financial reporting requirements. · We continue to be in the process of evaluating the supervisory procedures that will need to be in place in order to perform additional levels of analysis and quality control reviews within the accounting and financial reporting functions. · We are currently evaluating the costs in terms of additional consultancy necessary to begin the strengthening our internal policies and enhancing our processes for ensuring consistent treatment and recording of reserve estimates and that validation of our conclusions regarding significant accounting policies and their application to our business transactions are carried out by personnel with an appropriate level of accounting knowledge, ~~President~~experience and ~~CEO~~training.

At45 ~~inception~~Table ~~Mr. West purchased 1,000,000 shares~~ of ~~the company's common stock for $1,000.~~Contents

~~(see Financing~~While ~~Activities~~we inhave ~~Management's~~not ~~Discussion~~yet ~~and~~remediated ~~Analysis)~~these material weaknesses, we will continue our remediation efforts during fiscal 2018.

~~During~~This ~~the~~Annual ~~years~~Report ~~ended~~does ~~December~~not ~~31,~~include ~~2015~~an ~~and~~attestation ~~2014,~~report ~~the~~of ~~Company~~our ~~paid~~independent ~~related~~registered ~~parties~~public ~~for~~accounting firm regarding internal control over financial reporting. Management’s report was not subject to such attestation pursuant to rules of the ~~following~~Securities ~~expenses:~~and Exchange Commission that permits us to provide only management’s report in this Annual Report.

	Consulting Fees
	Years Ending
Related Party	December 31,2015		December 31,2014
Perry Douglas West Chartered	$	170,517	$	243,000

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

~~Perry~~None ~~Douglas West Chartered is wholly owned by Perry D~~noted. ~~West, who serves as President, CEO and Chairman of the Company.~~

~~ITEM~~INHERENT ~~14.~~LIMITATIONS ~~PRINCIPAL~~ON ~~ACCOUNTANT~~EFFECTIVENESS ~~FEEES~~OF ~~AND SERVICES~~CONTROLS

~~(1)~~The ~~Audit~~Company's ~~Fees:~~management ~~The~~does ~~Company~~not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's ~~current~~objectives ~~principal~~will ~~accountant~~be ~~has~~met. ~~billed~~The ~~$45~~design of a control system must reflect the fact that there are resource constraints,~~000~~ ~~for~~and ~~Audit~~the ~~services~~benefits ~~for~~of controls must be considered relative to their costs. Further, because of the ~~Years~~inherent ~~ended~~limitations ~~2015~~in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and ~~2014~~instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~(2)~~ITEM ~~Audit~~9B. ~~Related~~OTHER ~~Fees:~~INFORMATION - NONE

~~None~~ 46 Table of Contents

~~(3)~~PART ~~Tax Fees:~~III

~~None~~ ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~(4)~~The ~~All~~directors ~~Other~~and ~~Fees~~executive officers of the Company for the reported period are as follows:

Name	Age	Position

Perry D. West	69	Director, Chairman of the Board and CEO/President

~~PART~~Perry IVD. -West, ~~OTHER~~President, ~~INFORMATION~~CEO, Vice President, Secretary and Chairman of the Board of Directors

~~ITEM~~Mr. 15West has been an officer and director of the Company since its inception. ~~Exhibits~~During the last five years, he has been engaged in the practice of law as well as being a Director of VoiceLift, Inc., a business VoIP telephone company. Formerly, he was Chairman and Chief Executive Officer of Interactive Technologies Corporation; a NASDAQ listed Technology Company developing interactive digital media and interactive television. Earlier, he served as Vice Chairman and Executive Vice President/General Counsel of American Financial ~~Statement~~Network, ~~Schedules~~another NASDAQ company. Mr. West was previously Chairman of the Board and Chief Executive Officer of Cambridge Energy Corporation, a public oil and gas Exploration and Production company; he was a former partner in the consulting firm of Cambridge Equity, Inc. an international business consulting firm. Mr. West has been director and officer of a number of small private companies including Nanogen Power Systems, LLC, a concentrated solar power company, Homeport, LLC, a financial products developer; GETG, Inc., an alternative energy company, TriMark Explorations, Ltd. a mining company and Highlight Networks, Inc. a small public company engaged in wireless network development. Mr. West was admitted to the practice of law in Florida in 1974. He was graduated with a Bachelor of Arts degree from The Florida State University in 1968 and with a Juris Doctorate degree from The Florida State University College of Law in 1974. He was graduated from the Army Engineer Officer Candidate School and served as an officer with the United States Army Security Agency. Mr. West was selected as an officer and Director of the Company based upon his considerable experience with growth and development of early stage companies, both public and private including general management and technology development and growth.

a) Exhibits
3.1		Articles of Incorporation. (Incorporated by reference-S-1 Registration)
3.2		By Laws (Incorporated by reference-S-1 Registration)
4.1		Class A Warrant Certificate (Incorporated by reference-S-1 Registration)
4.1		Class B Warrant Certificate (Incorporated by reference-S-1 Registration)
5.1		Opinion of Legality (Incorporated by reference-S-1 Registration)
10.1		Convertible Promissory Note with Warrants (Incorporated by reference-S-1 Registration)
10.2		Legal Services Agreement (Incorporated by reference-S-1 Registration)
10.3		Intellectual Property Agreement (Incorporated by Reference from 8-K 5/12/15)
10.4		License Agreement (Incorporate by Reference from 8-K 5/12/15)
10.5		Serices Agreement (Incorporated by Reference from 8-K 5/12/15)
31.1		Section 302 Certification By Chief Executive Officer and Principal Financial Officer
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer
101		XBRL Interactive Data Files

Section 16(a) Beneficial Ownership Reporting Compliance. A review of forms submitted to the registrant with respect to the most recent fiscal year indicates that there are no persons who failed to file a form or forms required by Section 16(a) of the Securities Exchange Act.

46Code of Ethics. The Company has adopted a Code of Ethics applicable to its principal executive, financial, and accounting officers and persons performing similar functions as of December 31, 2016.

~~SIGNATURES~~Compensation Committee. The Company does not have a compensation committee. The Company’s Directors serve as its audit committee.

~~Pursuant~~There towas ~~the~~no ~~requirements~~director ofcompensation ~~the~~paid ~~Securities~~during ~~Exchange Act of 1934,~~ the ~~Registrant~~fiscal ~~has caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~year.

	NEW GLOBAL ENERGY, INC.
Dated: April 26, 2016	By:	/s/ Perry D. West
		Perry D. West
		CEO and Director

Lack of Independent Directors. The Company’s Directors are not independent Directors as that term is defined in section 803 of the listing standards of the NYSE AMEX. No Director is a “financial expert” as that term is defined in the regulations of the Securities and Exchange Commission.

47 Table of Contents

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to the chief executive officer of the Company during December 31, 2016 and 2015:

		Summary Compensation Table
		Annual Compensation						Payouts
Name and Principal Position	Fiscal Year	Salary		Bonus		Other Annual Compensation		Underlying Options		All Other Compensation
Perry D. West, President/CEO	2016*		0		0		0		299,955		300,000
Perry D. West, President/CEO	2015*		0		0		0		0		170,517

______________

*Mr. West received separate attorney’s fees for legal and consulting work performed for the Company during the year. Those fees were $300,000 and $170,517 for the years ended December 31, 2016 and 2015, respectively. Mr. West also received 1,000,000 options to purchase shares of the Company’s common stock at $0.30 per share during 2016.

Options/Stock Appreciation Rights

Stock options and stock appreciation rights ("SARs") were granted to executive officers during the year ended December 31, 2016 as set out in Note 5 of this 10K filing.

Director Compensation

The Company does not have any standard arrangements pursuant to which directors of the Company are compensated for services provided as a director. All directors are entitled to reimbursement for expenses reasonably incurred in attending Board of Directors' meetings. There have been no distributions of Stock to the Board Members through December 31, 2016.

Compensation Agreements, Termination of Employment and Change-in-Control Arrangements

Compensation Committee Interlocks and Insider Participation. The Company’s Director acts as its compensation committee. During the year ended December 31, 2016, none of the Company’s officers was a Director of another entity, which other entity had one of its executive officers serving as one of the Company’s Directors.

Compensation of Directors During Year Ended December 31, 2016. The Company does not compensate its Directors for acting as such.

Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension, nor profit sharing plan, nor does it offer a 401(k) plan.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning ownership of common stock, as of December 31, 2016, by each person known by the Company to be the beneficial owner of more than 5% of the common stock, each director and executive officer, and by all directors and executive officers of the Company as a group.

Common

Name of beneficial owner	Status	Shares Beneficially Owned		Percentage of Class

Perry D. West	Director, President and CEO		1,000,000		7.00	%

BioGlobal Resources, Inc.	Related Person		63,000		.44	%

Name of beneficial owner

Preferred

Shares

Beneficially

Owned

Percentage

of Class

BioGlobal Resources, Inc.

21,100

100.0

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Directors

Perry D. West

Director, Chairman, President and CEO

Certain Relationships and Related Transactions

During the years ended December 31, 2016 and 2015, the Company paid related parties for the following expenses:

	Consulting Fees
	Years Ending
Related Party	December 31, 2016		December 31, 2015

Perry Douglas West Chartered	$	300,000	$	170,517

Perry Douglas West Chartered is wholly owned by Perry D. West, who serves as President, CEO and Chairman of the Company.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees: The Company’s current auditor has not billed any amounts for the audit for the year ended December 31, 2016. The Company’s prior auditor has billed $5,000 for Audit services for the Years ended 2015 and 2014.

(2) Audit Related Fees:

None

(3) Tax Fees:

None

(4) All Other Fees:

None

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PART IV - OTHER INFORMATION

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Exhibits

3.1		Articles of Incorporation. (Incorporated by reference-S-1 Registration)
3.2		By Laws (Incorporated by reference-S-1 Registration)
4.1		Class A Warrant Certificate (Incorporated by reference-S-1 Registration)
4.2		Class B Warrant Certificate (Incorporated by reference-S-1 Registration)
5.1		Opinion of Legality (Incorporated by reference-S-1 Registration)
10.1		Convertible Promissory Note with Warrants (Incorporated by reference-S-1 Registration)
10.2		Legal Services Agreement (Incorporated by reference-S-1 Registration)
10.3		Intellectual Property Agreement (Incorporated by Reference from 8-K 5/12/15)
10.4		License Agreement (Incorporated by Reference from 8-K 5/12/15)
10.5		Services Agreement (Incorporated by Reference from 8-K 5/12/15)
31.1		Section 302 Certification By Chief Executive Officer and Principal Financial Officer
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEW GLOBAL ENERGY, INC.

Dated: March 29, 2018	By:	/s/ Perry D. West
		Perry D. West
		CEO and Director

Filing Compare · New Global Energy, Inc.