Note 3 – Going Concern Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying consolidated financial statements, the Company generated income from continuing operations applicable to its common shareholders of $160,952 for the three-months  ended March 31, 2012  and a loss of $778,544  during the year ended December 31, 2011. The Company has an accumulated deficit applicable to its common shareholders of $26,303,330 at March 31, 2012.  The Company also used cash in operating activities of $663,143  and $2,933,448 during the three-month period ended March 31, 2012 and for the year ended December 31, 2011, respectively.  At March 31, 2012, the Company has negative working capital of $991,914 and a stockholders’ deficit attributable to its stockholders of $1,745,532.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company commenced its new business related to the cultivation and production of oil from the seed of the Jatropha plant in September 2007.  Management plans to meet its cash needs through various means including securing financing, entering into joint ventures, and developing the current business model.  In order to fund its new operations, the Company has received $15,471,558  in capital contributions from the preferred membership interest in GCE Mexico I, LLC, and has issued mortgages in the total amount of $5,110,189 for the acquisition of land.  The Company is developing the new business operation to participate in the rapidly growing bio-diesel industry.  The Company continues to expect to be successful in this new venture, but there is no assurance that its business plan will be economically viable. In order to fund its new operations, the Company entered into an agreement with investors in order to form GCE Mexico I, LLC. These investors have made capital contributions as preferred members in GCE Mexico I, LLC equal to $15,471,558, and have loaned GCE Mexico I, LLC $5,110,189 which was used to fund the acquisition of land owned by the Asideros entities. The capital contributions provided by the investors fund the ongoing costs of developing and operating the Asideros farms, and also fund a portion of the Company’s overhead. However, the assets (including cash) belonging to GCE Mexico I, LLC and the Asideros entities can not be used by the Company to settle its obligations. As of March 31, 2012, the Company reports Cash and Cash Equivalents of $1,018,289, however this includes $884,087 that is allocable to GCE Mexico, I, LLC and the Asideros entities. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate new sources of revenues and to attract new equity investors. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.