Note 1 - Organization and Principles of Consolidation | NOTE 1 ORGANIZATION AND PRINCIPLES OF CONSOLIDATION Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. The balance sheet at March 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended March 31, 2015. Principles of Consolidation The consolidated financial statements include all operating divisions and majority owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Recent Developments On May 7, 2015, the Company entered into an agreement with Growblox Sciences, Puerto Rico, LLC, (GBSPR) a limited liability company organized under the laws of the Commonwealth of Puerto Rico. GBSPR is a related party through common equity ownership. The agreement grants GBSPR the exclusive worldwide rights to all Company technology and intellectual property to include, but not be limited to, the manufacture, the production, the lease and license of the Companys indoor cultivation Suites and to sell to the Company for resale and distribution any and all pharmaceutical raw materials and products derived from medical-grade cannabis. All rights not granted to GBSPR under the agreement are retained by the Company and include the right to conduct pre-clinical and clinical trials; to develop formulations of combinations of active ingredients to combat specific conditions and diseases; and to sell, cultivate, grow, dispense medical-grade cannabis or cannabis in Nevada and Colorado. Terms of the agreement require GBSPR to obtain not less than $1,250,000 of equity financing by no later than September 30, 2015. Failing to do so would unilaterally terminate the agreement. On May 22, 2015, the Company received $300,000 of the partner equity financing proceeds. On May 12, 2015, the Company entered into a Note Purchase Agreement (Note) with Pacific Leaf Ventures, LP (PLV) whereby PLV agreed to make an installment loan to the Company of up to $1,750,000. The purpose of the financing is to provide for the acquisition and installation of an operating facility, equipment and other tangible assets of GB Sciences Nevada LLC, (GBS), a 65% subsidiary of the Company. The facility and equipment will be dedicated to the cultivation of cannabis and the extraction of oils and other constituents present in cannabis. The terms call for scheduled advances through August 2015, which will bear interest at a fixed rate of 6% per annum, payable quarterly. Principal payments are required on a quarterly basis in an amount equal to 50% of EBITDA of GBS multiplied by the Companys percentage interest in GBS Nevada (currently 65%). All outstanding principal and interest is due and payable on May 12, 2020. While principal amounts remain outstanding under the Note, PLV or other Noteholders shall have the option to convert all or any portion of the outstanding principal amount of the Note into shares of common stock at a conversion price of $0.50, subject to adjustments for anti-dilution. The Company received loan installments of $100,000 on June 9, 2015, $200,000 on July 3, 2015, $200,000 on July 22, 2015 and $200,000 on August 3, 2015. The remaining installment is due by September 9, 2015. The timing of the installment advances were designed to fund the construction and implementation needs for the cultivation facility for GBS Nevada, thus the actual timing of said advances may vary. In a related development to the Note Purchase Agreement entered into May 12, 2015, PLV has entered into a Royalty Agreement which grants to the Company in perpetuity all of PLVs intellectual property for the cultivation of cannabis and extraction of oils and other constituent chemicals for the sole use of GBS Nevada and its operations within the state of Nevada. In consideration, Growblox Sciences, Inc. is obligated to pay PLV for a period of five years, out of all periodic distributions it receives from GBS Nevada, the sum of $2.00 per gram of material extracted from cannabis at any facility owned, operated or controlled by GS plus 14% of the gross sales revenue. In years six through ten, the per gram payment will cease and the gross sales revenue percentage will be reduced to 7%. The gross sales revenue percentage is subject to equitable adjustments if the equity interest of the Company in GBS Nevada should change. |