Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jul. 07, 2016 | Sep. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | Growblox Sciences, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2016 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,165,320 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 57,448,614 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 14,769,754 | ||
Date of Incorporation | Apr. 4, 2001 | ||
Trading Symbol | gblx |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 34,824 | |
Accounts receivable | 67,862 | $ 50,000 |
Prepaid expenses | 104,851 | 190,374 |
TOTAL CURRENT ASSETS | 207,537 | 240,374 |
Property and Equipment, Net | 1,953,048 | 913,642 |
Intangible Assets, Net | 3,555 | 3,555 |
Deposits and Prepayments | 271,455 | 293,920 |
TOTAL ASSETS | 2,435,595 | 1,451,491 |
CURRENT LIABILITIES: | ||
Accounts Payable | 902,123 | 677,230 |
Accrued Interest | 61,786 | 230 |
Accrued Liabilities | 834,348 | 70,777 |
Notes Payable, net of unamortized discount of $0.4 million and $0 at March 31, 2016 and 2015, respectively | 463,532 | 182,000 |
Deferred Revenue | 54,408 | |
Deferred Compensation | 1,522,537 | |
TOTAL CURRENT LIABILITIES | 2,261,789 | 2,507,182 |
Note Payable | 2,148,556 | |
Deferred Revenue | 220,506 | |
Other Liabilities | 654,968 | |
TOTAL LIABILITIES | 4,410,345 | 3,382,656 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS' (DEFICIT)/ EQUITY: | ||
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 47,335,147 and 35,972,929 shares issued and outstanding at March 31, 2016 and 2015 | 4,733 | 3,597 |
Deferred Stock Compensation | 2,240,662 | 1,573,032 |
Additional Paid In Capital | 16,638,318 | 10,751,691 |
Accumulated Deficit | (20,779,860) | (14,008,525) |
TOTAL GROWBLOX SCIENCES, INC. STOCKHOLDERS' (DEFICIT)/EQUITY | (1,896,147) | (1,680,205) |
Non-controlling interest | (78,603) | (250,960) |
TOTAL (DEFICIT)/EQUITY | (1,974,750) | (1,931,165) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY | $ 2,435,595 | $ 1,451,491 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Financial Position | ||
Common Stock, par or stated value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 47,335,147 | 35,972,929 |
Common Stock, shares outstanding | 47,335,147 | 35,972,929 |
Notes Payable, discount | $ 400,000 | $ 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement | ||
NET REVENUE | ||
GENERAL AND ADMINISTRATIVE EXPENSES | 6,958,769 | 7,973,850 |
LOSS FROM OPERATIONS | (6,958,769) | (7,973,850) |
OTHER (EXPENSE) INCOME | ||
Interest Expense | (105,204) | |
Other (Expense) Income | (15,005) | 135 |
Total other expense | (120,209) | 135 |
NET LOSS | (7,078,978) | (7,973,715) |
Net loss attributable to non-controlling interest | (307,643) | (250,960) |
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC. | $ (6,771,335) | $ (7,722,755) |
Net loss per share - basic and diluted | $ (0.15) | $ (0.26) |
Weighted average common shares outstanding - basic and diluted | 44,911,521 | 29,520,288 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest | Total |
Equity Balance, beginning of period, Value at Mar. 31, 2014 | $ 727 | $ 5,198,659 | $ (6,212,755) | $ (1,013,369) | |
Equity Balance, beginning of period, Shares at Mar. 31, 2014 | 7,268,948 | ||||
Sale of stock subscription, Value | $ 1,446 | 4,226,762 | 4,228,208 | ||
Sale of stock subscription, Shares | 14,457,000 | ||||
Issuance of stock for debt conversion, Value | $ 447 | 1,514,169 | 1,514,616 | ||
Issuance of stock for debt conversion, Shares | 4,470,747 | ||||
Exercise of warrants for stock, Value | $ 103 | 206,335 | $ 206,438 | ||
Exercise of warrants for stock, Shares | 1,032,190 | ||||
Exercises of stock options, Shares | 0 | ||||
Investment in subsidiary | 127,500 | $ 127,500 | |||
Stock issuance costs | (594,750) | (594,750) | |||
Induced dividend from warrant exercises | 73,015 | (73,015) | |||
Share based compensation expense, Value | $ 874 | 1,573,033 | 1,573,907 | ||
Share based compensation expense, Shares | 8,744,044 | ||||
Net loss | (7,722,755) | (7,722,755) | |||
Net loss attributable to non-controlling interest | $ (250,960) | (250,960) | |||
Equity Balance, end of period, Value at Mar. 31, 2015 | $ 3,597 | 12,324,723 | (14,008,525) | (250,960) | (1,931,165) |
Equity Balance, end of period, Shares at Mar. 31, 2015 | 35,972,929 | ||||
Issuance of stock for debt conversion, Value | $ 222 | 939,132 | $ 939,353 | ||
Issuance of stock for debt conversion, Shares | 2,219,750 | 2,219,750 | |||
Exercise of warrants for stock, Value | $ 912 | 1,505,495 | $ 1,506,407 | ||
Exercise of warrants for stock, Shares | 9,119,135 | ||||
Issuance of restricted stock, Value | $ 188 | 206,310 | 206,499 | ||
Issuance of restricted stock, Shares | 1,882,400 | ||||
Exercises of stock options, Value | $ 10 | 16,990 | $ 17,000 | ||
Exercises of stock options, Shares | 100,000 | 100,000 | |||
Share based compensation expense | 3,645,079 | $ 3,645,079 | |||
Cancelation of restricted stock, Value | $ (229) | (257,165) | (257,394) | ||
Cancelation of restricted stock, Shares | (2,292,400) | ||||
Issuance of stock for cash, Value | $ 33 | 99,967 | 100,000 | ||
Issuance of stock for cash, Shares | 333,333 | ||||
Beneficial conversion feature on notes payable | 398,449 | 398,449 | |||
Contributions from non-controlling interest | 480,000 | 480,000 | |||
Net loss | (6,771,335) | (6,771,335) | |||
Net loss attributable to non-controlling interest | (307,643) | (307,643) | |||
Equity Balance, end of period, Value at Mar. 31, 2016 | $ 4,733 | $ 18,878,980 | $ (20,779,860) | $ (78,603) | $ (1,974,750) |
Equity Balance, end of period, Shares at Mar. 31, 2016 | 47,335,147 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (7,078,978) | $ (7,973,715) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 177,121 | 69,120 |
Stock-based compensation | 1,828,616 | 3,768,120 |
Amortization of debt discount | 43,122 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (17,862) | (50,000) |
Stock subscription receivable | 150,000 | |
Prepaid expenses | 85,523 | (190,374) |
Change in other assets | ||
Accounts payable | 641,379 | 657,468 |
Stock subscription payable | (10,000) | |
Accrued expenses | 757,071 | 76,758 |
Net cash used in operating activities | (3,564,008) | (3,502,623) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (881,595) | (937,660) |
Change in deposits | 22,465 | (293,920) |
Other investing activities | 274,915 | |
Net cash used in investing activities | (859,130) | (956,665) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants | 1,479,688 | 4,070,706 |
Proceeds from non-controlling interest | 480,000 | 150,000 |
Proceeds from notes payable | 2,204,872 | 30,000 |
Cash used to purchase warrants | (56,000) | |
Other financing activities | 349,402 | (3,245) |
Investment in subsidiary | (127,500) | |
Net cash provided by financing activities | 4,457,962 | 4,119,961 |
Net change in cash and cash equivalent | 34,824 | (339,327) |
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD | 339,327 | |
CASH AND CASH EQUIVALENT AT END OF PERIOD | 34,824 | |
Non-cash transactions: | ||
Stock issued to settle convertible debt | 377,735 | 1,262,411 |
Market Price over warrant exercise and transfer price | $ 73,015 | |
Discount on beneficial conversion feature on convertible notes payable | $ 398,449 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 1 - Background and Basis of Presentation | Note 1 - Background and Basis of Presentation Background The Company is an innovative technology and solution company that converts the cannabis plant into medicines, therapies and treatments for a variety of ailments. The Company is developing and utilizing state of the art technologies in plant biology, cultivation and extraction techniques, combined with biotechnology, to produce consistent and measurable medical-grade cannabis, cannabis concentrates and cannabinoid therapies. We were incorporated in the State of Delaware on April 4, 2001, under the name "Flagstick Venture, Inc." On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing our then name "Signature Exploration and Production Corp." as our business model had changed. On March 13, 2014, we entered into a definitive assets purchase agreement for the acquisition of assets, including the Growblox cultivation technology which resulted in a change in our corporate name on April 4, 2014, from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Recent Developments The Company is in the final stages of opening Phase 1 of an approximately 28,000 sq. ft. facility in Las Vegas, Nevada through its wholly owned subsidiary GB Sciences Nevada, LLC ("GBSN"). As of March 31, 2016, Pacific Leaf has advanced approximately $2.1 million toward the completion of the build-out. The money has been used to significantly advance construction. The Company is confident that the facility will be completed and operational by August, 2016. Based on this completion schedule, the Company expects to introduce 800 small cannabis plants to the facility in early August 2016 which will lead a revenue generating harvest no later than October 2016. Phase 1 is expected to produce revenues of $3.4 million per year. When all phases of construction are completed, the facility is expected to produce 6,800 pounds of marijuana per year and generate revenues of $16.9 million, based on a projected wholesale price of $2,500 per pound. Completion of all Phases of this facility is dependent upon the availability of capital to complete construction. The Company has made completion of all Phases of this facility its number one priority. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 2 - Going Concern | Note 2 - Going Concern The Company's financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception. For the years ended March 31, 2016 and 2015, we incurred net losses of $6.8 million and $7.7 million respectively, and we had an accumulated deficit of $20.8 million and $14 million respectively. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals. In view of these conditions, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern. |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | Note 3 - Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our 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. Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows of the entity. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 470-20, Debt with Conversion and Other Options "Application of Issue No. 98-5 to Certain Convertible Instruments" Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Other Assets Other assets primarily include security deposits on potential cultivation facilities in Las Vegas, Nevada. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is recorded net of discount, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipment (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonable assured as the majority of sales are paid for prior to shipping. Research and Development Costs Research and development costs are expensed as incurred. Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. Loss per Share. |
Note 4 - License Fee
Note 4 - License Fee | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 4 - License Fee | Note 4 – License Fee On December 16, 2014, the Company entered into an agreement to license certain proprietary equipment to an entity that intends to market the service of isolating particular cannabis strains for the purpose of developing tissue from those strains so as to create a consistent, brandable product of the customer's choosing from any such strain. The agreement was conditional upon approval from the appropriate regulatory body. During the year ended March 31 2016, the approval was not granted and the Company became obligated to return the license fee totaling $0.3 million to the licensor. Thus, the related amount was reclassified to current liabilities. |
Note 5 - Note Payable
Note 5 - Note Payable | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 5 - Note Payable | Note 5 – Note Payable The Company entered into a Note Purchase Agreement, dated May 12, 2015 and effective as of June 8, 2015, with Pacific Leaf Ventures, LP ("Pacific Leaf"), pursuant to which Pacific Leaf has made installment loans (the "Loans") to us in the aggregate amount of $1.75 million. The purpose of the financing is to provide for the acquisition and installation of an operating facility, equipment and other tangible assets by GBSN. Such facility and equipment will be dedicated to the cultivation of cannabis and the extraction of oils and other constituents present in cannabis, subject at all times to Nevada legal requirements. The note is convertible at the option of the holder into common shares at a conversion price of $0.50, subject to anti-dilution adjustments. To evidence the Loans, the Company issued to Pacific Leaf a 6% senior secured convertible promissory note (the "Note"), bearing interest at the rate of 6% per annum, payable quarterly. All outstanding principal and interest due under the Note were due and payable on May 12, 2020. We were required to prepay the outstanding principal amount of the Note on a quarterly basis in an amount equal to 50% of the cash flow (accrued EBITDA) of GB Sciences Nevada, LLC ("GBSN") attributable to our percentage interest in GBSN no later than the earlier to occur of (a) the fifth (5th) business day following receipt of a distribution of the Company's Share of GBSN's EBITDA for the calendar quarter in question, or (b) thirty (30) days following the end of the calendar quarter in question, with the first such prepayment to be made not later than July 31, 2015 with respect to the quarter ending June 30, 2015. In order to induce the Pacific Leaf to extend the loan to the Company and to secure the payment and performance of all of the Secured Obligations, the Company agreed to grant Secured Party a security interest in certain of its assets and enter into the lending agreement. On February 8, 2016, the Company entered into the Amended and Restated 6% Senior Convertible Promissory Note ("Amended Note") with Pacific Leaf Ventures, LP ("Pacific Leaf"). The amended agreement modifies the 6% Senior Secure Convertible Promissory Note dated May 12, 2015 and effective as of June 8, 2015, in the principal amount of $1.75 million. Per the terms of the amended agreement, Pacific Leaf may make up to $1.0 million in additional advances to the Company under the Amended Note bringing the total in the aggregate to $2.75 million. The note is convertible at the option of the holder into common shares at a conversion price of $0.25, subject to anti-dilution adjustments. The Company has an option to prepay the Amended Note, without premium or penalty, in whole or in part, with accrued interest to the date of such prepayment. Until the payment in full of the Amended Note, the Investor or its designee shall have the option (the "Option") to purchase up to a 20% membership interest in GBSN for a purchase price equal to $100,000 for each 2% of membership interest purchased (i.e., $1,000,000 if the Option is exercised in full), provided that the Option may not be exercised for less than a 1% membership interest in GBSN. As of March 31, 2016, the total amount of installments received is $2.1 million. In connection with the Amended Note, the Company also entered into the Amended and Restated Royalty Agreement with Pacific Leaf dated and effective as of February 8, 2016. Per the terms of the Amended Royalty Agreement, the royalty rate at any time shall equal to the sum of (i) 9.1%, and (ii) the percentage calculated by dividing the amount advanced in excess of $1.75 million by $1.0 million, multiplied by the gross revenues of GBSN. On the earlier of (i) the seventh anniversary of the royalty payment date, or (ii) the date that all amounts outstanding under the Amended Note have been paid in full, the royalty rate shall be reduced by 50%. The Company reported in the "Subsequent Events" section of its 10Q for the period ended December 31, 2015 that Pacific Leaf Ventures had provided notice to the Company of its intent to convert $500,000 of amount due to it under the Amended Note into Common Stock of Growblox Sciences, Inc. pursuant to its rights under the loan agreement. Subsequent to this reporting and prior to the issuance of any shares pursuant to this request, Pacific Leaf Ventures withdrew its request. Consequently, the conversion did not occur and no shares were issued to Pacific Leaf Ventures. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 6 - Property and Equipment | Note 6 - Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the asset or, in the case of leasehold improvements amortized over the lessor of the useful life of the asset or the underlying lease term. Property and equipment is comprised of the following: March 31, 2016 2015 Computer and software $151,748 $136,302 Machinery and equipment 641,898 620,479 Leaseholds 363,318 226,697 Construction in progress 1,043,042 - 2,200,006 983,478 Less accumulated depreciation and amortization (246,958) (69,836) Property and equipment, net $1,953,048 $913,642 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 7 - Income Taxes | Note 7 – Income Taxes At March 31, 2016 and 2015 respectively, the Company had net operating loss carryforwards for income tax purposes of approximately $12,999,139 and $8,122,200 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2024 through 2036. Utilization of the Company's net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization. The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2016 2015 Tax benefit computed at U.S. statutory rates $(2,263,566) $(2,669,517) Increases (decreases) in taxes resulting from: Non-deductible items (113,788) (3,058) Change in valuation allowance 2,388,354 2,682,575 State taxes (11,000) (10,000) Total $- $- The tax effects of the primary temporary differences giving rise to the Company's deferred tax assets and liabilities are as follows for the year ended March 31, 2016 and 2015: 2016 2015 Deferred tax assets: Net operating loss carryforward $4,416,060 $3,080,750 Depreciation expense (11,713) (125,507) Stock based compensation 761,825 1,391,032 Total deferred tax assets 5,166,172 4,346,275 Less valuation allowance (5,166,172) (4,346,275) Net deferred tax asset $- $- Because of the Company's lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction, and other required state jurisdictions. The Company's periodic tax returns filed in 2014 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. During the year ended March 31, 2016 and 2015, the decrease in the deferred tax asset valuation allowance amounted to approximately $819,897 and $320,500, respectively. |
Note 8 - Convertible Notes
Note 8 - Convertible Notes | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 8 - Convertible Notes | Note 8 – Convertible Notes In February 2016, the Company issued a short-term Promissory Note ("Note") with a face value of $192,500 resulting in aggregate proceeds of $175,000 reflecting a 9.1% original discount and a nominal rate of 10%. The Note is payable within one year of issuance and is convertible into 962,500 shares of the Company's common stock and 962,500 common stock purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $94,037 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $66,912 was recorded based on the fair value of the 962,500 warrants attached to the note. This value was derived using the Black-Scholes valuation model. In March 2016, the Company issued a short-term Promissory Note ("Note") with a face value of $300,000 resulting in aggregate proceeds of $250,000 reflecting a 16.67% original discount and a nominal rate of 20%. The Note is payable within one year of issuance and is convertible into 1,500,000 shares of the Company's common stock and 1,500,000 common stock to purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $143,750 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $93,750 was recorded based on the fair value of the 1,500,000 warrants attached to the note. The Notes and Warrants were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the " Securities Act |
Note 9 - Capital Transactions
Note 9 - Capital Transactions | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 9 - Capital Transactions | Note 9 – Capital Transactions Sale of Common Stock and Warrants During the year ended March 31, 2016 the Company issued an aggregate of 3,387,750 shares of common stock in settlement and release of certain obligations owed by the Company to various persons and recorded related expenses of $1.0 million, as follows: · · The Company issued 714,400 shares of common stock to employees and recorded an expense of $0.6 million. During year ended March 31, 2015, the Company cancelled 2,292,400 shares of common stock of which 1,500,000 shares were cancelled due to employment termination, 292,400 shares represented shares erroneously issued and associated with unexercised options, 100,000 shares represented shares erroneously issued under an employment agreement, and 400,000 shares represented shares which were subject to forfeiture pursuant to the term of an employment agreement. During the year ended March 31, 2016, the Company modified and restructured certain employee agreements which resulted in a reclassification of previously recognized compensation obligations recorded as current and noncurrent obligations to equity. The Company also issued 333,333 shares of restricted common stock for aggregate consideration of $100,000, or $0.30 per share. On March 13, 2014, the Company entered into a definitive assets purchase agreement with Mr. Craig Ellins, the current Chief Innovation Officer, for the acquisition of assets that were developed by Mr. Ellins and others in a predecessor company. Under the terms of such agreement, the Company agreed to issue to Mr. Ellins or his designees a total of 12,500,000 restricted shares of the Company's common stock. At the time of the transfer of the assets, a total of 4,500,000 were issued, 4,000,000 shares were issued on May 2, 2014 after the Company raised an additional $1,000,000 and the remaining 4,000,000 shares were issued to Mr. Ellins on June 27, 2014 upon the Company reaching certain milestones relating to the filing of patent applications in respect of its technology. Under the terms of the asset purchase agreement, Mr. Ellins had the right to assign certain of his shares to other persons who had assisted him and his predecessor companies in the development of the assets sold to the Company. In September and October 2014, Mr. Ellins assigned and transferred a total of 5,580,000 of his 12,500,000 vested shares to 18 persons. Each of such transferees released the Company from any further obligations in connection with the transfer of the assets, and none of these persons or their affiliates were or are officers, directors or affiliates of the Company. The shares issued to Mr. Ellins and transferred by him are restricted securities issued pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. During the fiscal year ended March 31, 2015, the Company issued 5,450,000 shares of common stock pursuant to the employment contracts of four executive officers. Two of those officers received 150,000 shares in total, 1,500,000 shares were cancelled due to employment termination, and 3,000,000 shares issued to Craig Ellins in June 2014 were cancelled in June 2015 and exchanged for three year warrants exercisable at $0.45 per share. Between April 1, 2014 and September 30, 2014, the Company sold 8,499,220 securities units through a private placement at $0.50 per unit. Each unit consisted of one share of common stock, one Class A warrant, expiring in three years, with an exercise price of $1.00 and one Class B warrant, expiring in five years, with an exercise price of $2.00. As a result of these offerings, the Company issued an aggregate of 8,499,220 shares of common stock, 9,499,220 Class A warrants and 9,499,220 Class B warrants and 1,000,000 additional warrants with an exercise price of $0.55, inclusive of warrants issued to the placement agent and its affiliates. Such securities were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the " Securities Act In order to encourage the exercise of its B warrants, on February 12, 2015, the Board of Directors of Growblox passed a resolution to temporarily reduce, until April 30, 2015, the exercise price of such B warrants from $2.00 per share to $0.20 per share, and the holders of the B warrants were notified of such temporary exercise price reduction. On April 30, 2015, the Company's Board of Directors extended to 5:00 PDT on May 15, 2015 the temporary voluntary reduction of the exercise price of the B Warrants to $0.20 per share and notified the holders of the B Warrants. As a result of this incentive, B warrants to purchase 2,192,112 shares of common stock were exercised at $0.20 per share, resulting in net proceeds of $0.4 million. On April 22, 2015, the Chief Executive Officer of Growblox Sciences Puerto Rico LLC, purchased 2,820,000 shares of common stock for $0.6 million or $0.21 per share. The Company agreed to register such common stock for resale under the Securities Act pursuant to a registration rights agreement. In addition, the Company sold 1,965,833 shares of common stock to investors for $0.21 per share, resulting in total proceeds of $0.4 million. The Company also issued 476,190 shares of common stock during the current period, the warrants of which were purchased in March 2015 for $0.21 per share, or $100,000. Between February, 2015 and May 15, 2015, certain holders of B Warrants sold back to the Company for $0.01 each, B warrants to purchase an aggregate of 1,600,000 shares of common stock. On April 27, 2015, two limited partnerships sold back to the Company for $0.01 each, warrants to purchase a total of 4,000,000 warrants for a total of $56,000. In May 2015, Network 1 Financial Services and its affiliates exercised Class B warrants on a cashless basis and received a total of 1,000,000 shares of common stock. Between December, 2015 and March, 2015, we sold 665,000 units through a private placement at a price of $0.20 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant, expiring in three years, with an exercise price of $0.50. Presented below is a summary of the Company's warrant activity for the years ended March 31, 2016 and 2015: Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2014 3,000,000 $1.00-$2.00 Warrants issued 19,998,446 $1.00-$2.00 Warrants exercised (1,032,190) $0.20-$0.21 Outstanding at March 31, 2015 21,966,256 Warrants issued 5,665,000 $0.45-$0.50 Warrants exercised (7,977,945) $0.20-$0.21 Warrants expired/cancelled (337,977) $1.00-$2.00 Outstanding at March 31, 2016 19,315,334 All of the foregoing securities, including Growblox common stock, were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the " Securities Act |
Note 10 - Employee Benefit Plan
Note 10 - Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 10 - Employee Benefit Plan | Note 10 – Employee Benefit Plan Share-Based Employee Compensation On February 6, 2008, the Board of Directors adopted the Growblox Sciences, Inc. 2007 Amended Stock Option Plan ("2007 Plan"). Under the 2007 Plan, 8,000,000 shares of the Company's restricted common stock may be issuable upon the exercise of options issued to employees, advisors and consultants. The Company revised the plan and the Board of Directors adopted the new 2014 Equity Compensation Plan. On June 30, 2015, Growblox filed a Form S-8 Registration Statement with the SEC to register 8,500,000 shares of common stock issuable under stock options to grant to employees and consultants. Compensation Expense For the years ended March 31, 2016 and 2015, the Company recorded compensation expense of $1 million and $3.9 million respectively, related to employee stock options and restricted stock. The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2016, are presented below: Unrecognized Compensation Cost ($) Weighted Averge Period (years) Restricted Stock 158,000 8.53 Stock Options 900,735 9.23 Total 1,058,735 9.26 Fair Value The closing price of the Company's stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options granted is estimated as of the grant date using the Black-Scholes option pricing model. The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended March 31, 2016 March 31, 2015 Weighted-average volatility 190.44% 171.08% Expected term (in years) 10 10 Risk-free interest rate 1.57% 1.47% Expected volatilities used for award valuation in 2016 and 2015 are based on the peer group volatility. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. Stock Options A summary of option activity as of March 31, 2016 and 2015, and changes during the years then ended, is presented below: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2014 - - - - Granted 1,962,000 0.17 Exercised - - Outstanding at March 31, 2015 1,962,000 0.17 9.99 10,962 Granted 1,400,000 0.24 Exercised (100,000 0.17 Forfeited (762,000 0.17 Outstanding at March 31, 2016 2,500,000 0.25 9.23 15,075 Fully vested and expected to vest at March 31, 2016 2,120,000 0.25 9,045 Exercisable at March 31, 2016 380,000 0.17 6,030 Cash received from option exercises for the years ended March 31, 2016 was $0.02 million. Restricted stock awards A summary of the status of the Company's non-vested restricted stock grants during the years ended March 31, 2016 and 2015 is presented below: Shares Weighted Average Grant Date Fair Value ($) Balance at April 1, 2014 - Granted 980,000 Vested (417,500) Non-vested at March 31, 2015 562,500 1.20 Granted 270,000 Vested (441,667) Forfeited/Cancelled (204,167) Non-vested at March 31, 2016 186,667 0.35 The total fair value of restricted stock that vested during the years ended March 31, 2016 and 2015 was $0.5 million, and $0.4 million, respectively. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 11 - Commitments and Contingencies | Note 11 – Commitments and Contingencies Growblox Sciences, Inc. v. GCM Administrative Services, LLC On April 2, 2014, the Company commenced an action in the United States District Court for the Southern District of New York captioned Signature Exploration and Production Corporation v. GCM Administrative Services, LLC, Strategic Turnaround Equity Partners, L.P. (Cayman), Seth M. Lukash, and Gary Herman, 14 Civ. 02280 (ER) (the "Action"). After the change of name of Signature Exploration and Production Corporation, the caption was amended to substitute Growblox Sciences, Inc. as the plaintiff. The complaint in the Action sought a declaratory judgment that neither Lukash nor Herman was entitled to receive any interest in, including any shares of stock of, Growblox Sciences, Inc. pursuant to certain share conversion rights held under promissory notes in the aggregate amount of $75,000, given by a related party of ours to the entity defendants GCM and Strategic. On May 9, 2014, defendants filed an answer denying the complaint's material allegations, and asserted a counterclaim against us, against persons identified as certain of our officers or directors, and against GrowOpp, LLC and Tumbleweed Holdings, Inc. On November 19, 2014, defendants filed an amended counterclaim, including a prayer for monetary relief or damages in the sum of $9 million. The Company moved to dismiss the counterclaim and by opinion dated June 2, 2015, the Court granted the motion in part and dismissed counts one and two (for declaratory judgment as to an alleged partnership or joint venture, and for breach of fiduciary duty predicated upon those allegations), and denied the motion in part, leaving counts three and four of the counterclaim standing. The Court viewed the third and fourth claims as a single claim for unjust enrichment, in which recovery would be based on quantum merit, that is, upon the alleged value of any benefit conferred by defendants to us through alleged work and services rendered. In view of the fact that the pleading did not assign a particular value to that claim we are unable at present to advise what specific sum of money damages is sought. The Company did not challenge the fifth count of the counterclaim at this stage that seeks damages of $75,000 for alleged non-payment of the above-referenced promissory notes. Based on our estimate of potential outcomes, we have accrued $0.5 million with respect to this matter as of March 31, 2016. The Company and its adversaries entered an agreement in principle, subject to the execution of formal documents and dated as of June 20, 3016, to settle and dismiss the action. The Company's board approved the settlement on July 6, 2016. The parties are in the process of executing a formal, written settlement agreement. Under the settlement, the Company will deliver 1.4 million shares of its common stock to its adversaries. Craig Ellins, formerly CEO of the Company and now its chief scientific officer, will deliver 3 million shares that he owns personally. Based on our estimate of potential outcomes, we have accrued $0.5 million with respect to this matter as of March 31, 2016. GB Sciences Nevada LLC GB Sciences Nevada LLC, the holder of the cannabis cultivation license located in the Teco facility, received notice from its landlord that the lease was in default for technical reasons not related to monthly lease payments. The Company promptly responded and provided evidence that none of the alleged defaults were valid. If, for some reason, the landlord were able to prove a default in the lease and evict the Company from the Teco property, the financial damage to the Company could be material. Subsequently, an affiliate of Pacific Leaf, W-Net, Inc., entered into an agreement to purchase the building housing our cultivation facility at 3550 West Teco Ave., Clark County, Nevada for a purchase price of $3.9 million. In conjunction with the purchase agreement, the Company agreed to vacate the premises if the purchase did not close pursuant to the purchase agreement. W-Net has informed the Company that it is confident that the purchase will close pursuant to the agreement. Failure of W-Net or its assignees to close the purchase of the facility will have a material adverse effect on the Company’s ability to generate revenues from conventional cannabis cultivation. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 12 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 12 - Subsequent Events | Note 12 – Subsequent Events Board of Directors Expansion and Management Changes Effective April 29, 2016 the Company’s Board of Directors was expanded to five members. As a result of the expansion, the Board of Directors elected Leslie Bocskor, Shane Terry and John Poss to serve as Members of the Board of Directors for a term of three years to fill the three existing vacancies. The Board of Directors also accepted the resignation of Craig Ellins as Chief Executive Officer of the Company and immediately appointed Craig Ellins to serve as Chief Innovation Officer of the Company. The Board of Directors elected John Poss to serve as Chief Executive Officer until such time as the Board of Directors can identify and hire a suitable replacement. Mr. Poss has been serving as the CFO of the Company since August, 2015 and its COO since December 31, 2015. He will continue serving as CFO and COO until suitable replacements can be recruited. On June 1, 2016, the Board of Directors established compensation for outside directors to be $25,000 annually with an additional $1,000 for each meeting attended. The compensation is payable in cash or stock at the election of the Company. The outside directors also each received options to purchase 450,000 shares of stock which vest over 24 months. The strike price of the options is $0.16 per share, the market value of the Company's common stock on the date the outside directors were elected to the Board. Amendments to the Executive Employment Agreements Pursuant to the appointment of Mr. Poss as the Company’s President, Chief Executive Officer and Board Member, the Company entered into an Amended and Restated Employment Agreement, effective June 1, 2016. The agreement will end on May 1, 2017, which end date can be extended upon the mutual agreement of the parties. Under the agreement Mr. Poss will receive an annual salary of not less than $120,000 and quarterly bonuses equal to the value of 125,000 shares of Growblox common stock . Bonuses are payable in S-8 stock or cash in the discretion of the Company. Under the agreement, Mr. Poss will also receive options to acquire 1.4 million shares of the Company's common stock subject to certain vesting requirements. The option strike price is the market value of the stock on the date the options were granted. Effective on June 1, 2016, the Company amended its employment agreement with its Chief Science Officer, Andrea Small-Howard. Pursuant to the amendment, Ms. Small-Howard surrendered a stock award for 450,000 shares of common stock in exchange for warrants to purchase 1.2 million common shares at the strike price of $0.30 per share. Also on June 1, 2016, the Board amended compensation arrangements with Mr. Craig Ellins, the Chairman and Chief Innovation Officer of the Company. Pursuant to the amendment, warrants issued on June 22, 2015, for the purchase of 5,000,000 shares of common stock of the Company at the exercise price of $0.45 per share were cancelled and warrants for the purchase of 5,000,000 shares of common stock of the Company at the exercise price of $0.30 were issued to Mr. Ellins. Cathryn Kennedy Complaint Settlement On August 19, 2015, Cathryn Kennedy, our former Chief Financial Officer, filed a Complaint against us in the District Court in Clark County, Nevada alleging that she was assigned new duties by us which constituted a termination without cause effective July 24, 2015, and that as a consequence thereof she is entitled to severance, vacation pay and stock compensation from us pursuant to her Employment Agreement dated November 18, 2014. On April 8, 2016, the Company entered into a mutual agreement with Cathryn Kennedy per terms of which the Company issued 200,000 of its unrestricted common shares in exchange for a full dismissal with prejudice of all causes of action pending in the above-referenced Complaint. Pacific Leaf Note Conversion Notice On June 13, 2016 the Company received notice from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $500,000 of the Company’s indebtedness to Pacific Leaf Note into common stock of the Company pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory. Accordingly, the Company has issued 2,000,000 shares of its common stock ($500,000 converted at a price of $0.25 per share) to Pacific Leaf and the Company’s indebtedness to Pacific Leaf pursuant to the Note has been reduced by $500,000. Establishment of Audit and Compensation Committees Audit Committee On July 6, 2016, the Board established the Audit Committee and approved and adopted a charter (the "Audit Committee Charter") to govern the Audit Committee. The audit committee is comprised of Leslie Bocskor and Shane Terry, each of whom is independent under the rules of the Securities and Exchange Commission and the Nasdaq Stock Market listing standards. Leslie Bocskor is designated the chairperson of the committee. In addition to the enumerated responsibilities of the Audit Committee in the Audit Committee Charter, the primary function of the Audit Committee is to assist the Board in its general oversight of our accounting and financial reporting processes, audits of our financial statements, and internal control and audit functions. Compensation Committee On July 6, 2016, the Board established the Compensation Committee and approved and adopted a charter (the "Compensation Committee Charter"). The compensation committee is comprised of Leslie Bocskor and Shane Terry, each of whom is independent under the rules of the Securities and Exchange Commission and the Nasdaq Stock Market listing standards. Leslie Bocskor is designated the chairperson of the committee. In addition to the enumerated responsibilities of the Compensation Committee in the Compensation Committee Charter, the primary function of the Compensation Committee is to oversee the compensation of our executives, produce an annual report on executive compensation for inclusion in our proxy statement, if and when required by applicable laws or regulations, and advise the Board on the adoption of policies that govern our compensation programs. |
Note 3 - Basis of Presentatio19
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Policies | |
Principles of Consolidation | Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our 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. Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows of the entity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. |
Long-lived Assets | Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 470-20, Debt with Conversion and Other Options "Application of Issue No. 98-5 to Certain Convertible Instruments" Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. |
Other Assets | Other Assets Other assets primarily include security deposits on potential cultivation facilities in Las Vegas, Nevada. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue is recorded net of discount, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipment (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonable assured as the majority of sales are paid for prior to shipping. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Equity-based Compensation | Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. |
Loss Per Share | Loss per Share. |
Note 6 - Property and Equipme20
Note 6 - Property and Equipment: Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Property, Plant and Equipment | March 31, 2016 2015 Computer and software $151,748 $136,302 Machinery and equipment 641,898 620,479 Leaseholds 363,318 226,697 Construction in progress 1,043,042 - 2,200,006 983,478 Less accumulated depreciation and amortization (246,958) (69,836) Property and equipment, net $1,953,048 $913,642 |
Note 7 - Income Taxes_ Schedule
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2016 2015 Tax benefit computed at U.S. statutory rates $(2,263,566) $(2,669,517) Increases (decreases) in taxes resulting from: Non-deductible items (113,788) (3,058) Change in valuation allowance 2,388,354 2,682,575 State taxes (11,000) (10,000) Total $- $- |
Note 7 - Income Taxes_ Schedu22
Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | 2016 2015 Deferred tax assets: Net operating loss carryforward $4,416,060 $3,080,750 Depreciation expense (11,713) (125,507) Stock based compensation 761,825 1,391,032 Total deferred tax assets 5,166,172 4,346,275 Less valuation allowance (5,166,172) (4,346,275) Net deferred tax asset $- $- |
Note 9 - Capital Transactions_
Note 9 - Capital Transactions: Schedule of Warrants (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Warrants | Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2014 3,000,000 $1.00-$2.00 Warrants issued 19,998,446 $1.00-$2.00 Warrants exercised (1,032,190) $0.20-$0.21 Outstanding at March 31, 2015 21,966,256 Warrants issued 5,665,000 $0.45-$0.50 Warrants exercised (7,977,945) $0.20-$0.21 Warrants expired/cancelled (337,977) $1.00-$2.00 Outstanding at March 31, 2016 19,315,334 |
Note 10 - Employee Benefit Pl24
Note 10 - Employee Benefit Plan: Schedule of Unrecognized Compensation Cost, Nonvested Awards (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2016, are presented below: Unrecognized Compensation Cost ($) Weighted Averge Period (years) Restricted Stock 158,000 8.53 Stock Options 900,735 9.23 Total 1,058,735 9.26 |
Note 10 - Employee Benefit Pl25
Note 10 - Employee Benefit Plan: Schedule of Stock Options, Valuation Assumptions (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Options, Valuation Assumptions | The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended March 31, 2016 March 31, 2015 Weighted-average volatility 190.44% 171.08% Expected term (in years) 10 10 Risk-free interest rate 1.57% 1.47% |
Note 10 - Employee Benefit Pl26
Note 10 - Employee Benefit Plan: Schedule of Stock Options Roll Forward (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Options Roll Forward | Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2014 - - - - Granted 1,962,000 0.17 Exercised - - Outstanding at March 31, 2015 1,962,000 0.17 9.99 10,962 Granted 1,400,000 0.24 Exercised (100,000 0.17 Forfeited (762,000 0.17 Outstanding at March 31, 2016 2,500,000 0.25 9.23 15,075 Fully vested and expected to vest at March 31, 2016 2,120,000 0.25 9,045 Exercisable at March 31, 2016 380,000 0.17 6,030 |
Note 10 - Employee Benefit Pl27
Note 10 - Employee Benefit Plan: Schedule of Nonvested Restricted Stock Units Activity (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the status of the Company's non-vested restricted stock grants during the years ended March 31, 2016 and 2015 is presented below: Shares Weighted Average Grant Date Fair Value ($) Balance at April 1, 2014 - Granted 980,000 Vested (417,500) Non-vested at March 31, 2015 562,500 1.20 Granted 270,000 Vested (441,667) Forfeited/Cancelled (204,167) Non-vested at March 31, 2016 186,667 0.35 |
Note 1 - Background and Basis28
Note 1 - Background and Basis of Presentation (Details) | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) | |
Date of Incorporation | Apr. 4, 2001 | ||
Note Payable | $ 2,148,556 | ||
NET REVENUE | |||
Scenario, Forecast | |||
Cannabis Price Per Pound | $ 2,500 | ||
Phase 1 of Build-out | Scenario, Forecast | |||
NET REVENUE | 3,400,000 | ||
Completed Facility | Scenario, Forecast | |||
NET REVENUE | $ 16,900,000 | ||
Pacific Leaf Ventures LP | |||
Note Payable | $ 2,148,556 | ||
Las Vegas facility | |||
Area of Real Estate Property | ft² | 28,000 | ||
Las Vegas facility | Scenario, Forecast | |||
Cannabis Production Per Year (in Pounds) | 6,800 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Net loss | $ (6,771,335) | $ (7,722,755) |
Accumulated Deficit | $ (20,779,860) | $ (14,008,525) |
Note 3 - Basis of Presentatio30
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Details) - Machinery and Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment, Useful Life | 8 years |
Note 3 - Basis of Presentatio31
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Loss Per Share (Details) - shares | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Potentially dilutive shares | 27,558,334 | 29,520,288 |
Note 4 - License Fee (Details)
Note 4 - License Fee (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Total Current Liabilities | $ 2,261,789 | $ 2,507,182 |
License Fee | ||
Total Current Liabilities | $ 300,000 |
Note 5 - Note Payable (Details)
Note 5 - Note Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2016 | Feb. 08, 2016 | Jun. 08, 2015 | |
Debt Conversion Price | $ 0.30 | $ 0.30 | ||
Pacific Leaf Ventures LP | ||||
Initial debt amount | $ 1,750 | |||
Debt Conversion Price | $ 0.50 | |||
Interest Rate | 6.00% | |||
Debt Instrument, Maturity Date | May 12, 2020 | |||
Long-term Debt, Gross | $ 1,750 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | Per the terms of the amended agreement, Pacific Leaf may make up to $1.0 million in additional advances to the Company under the Amended Note bringing the total in the aggregate to $2.75 million. The note is convertible at the option of the holder into common shares at a conversion price of $0.25, subject to anti-dilution adjustments. The Company has an option to prepay the Amended Note, without premium or penalty, in whole or in part, with accrued interest to the date of such prepayment. | |||
Debt Instrument, Payment Terms | Until the payment in full of the Amended Note, the Investor or its designee shall have the option (the 'Option') to purchase up to a 20% membership interest in GBSN for a purchase price equal to $100,000 for each 2% of membership interest purchased (i.e., $1,000,000 if the Option is exercised in full), provided that the Option may not be exercised for less than a 1% membership interest in GBSN. | |||
Royalty Agreement Amended Terms | In connection with the Amended Note, the Company also entered into the Amended and Restated Royalty Agreement with Pacific Leaf dated and effective as of February 8, 2016. Per the terms of the Amended Royalty Agreement, the royalty rate at any time shall equal to the sum of (i) 9.1%, and (ii) the percentage calculated by dividing the amount advanced in excess of $1.75 million by $1.0 million, multiplied by the gross revenues of GBSN. On the earlier of (i) the seventh anniversary of the royalty payment date, or (ii) the date that all amounts outstanding under the Amended Note have been paid in full, the royalty rate shall be reduced by 50%. |
Note 6 - Property and Equipme34
Note 6 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Property, Plant and Equipment, Gross | $ 2,200,006 | $ 983,478 |
Less accumulated depreciation and amortization | (246,958) | (69,836) |
Property and equipment, net | 1,953,048 | 913,642 |
Computer and Software | ||
Property, Plant and Equipment, Gross | 151,748 | 136,302 |
Machinery and Equipment | ||
Property, Plant and Equipment, Gross | 641,898 | 620,479 |
Leaseholds | ||
Property, Plant and Equipment, Gross | 363,318 | 226,697 |
Construction in Progress | ||
Property, Plant and Equipment, Gross | $ 1,043,042 | $ 0 |
Note 7 - Income Taxes (Details)
Note 7 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Loss Carryforwards | $ 12,999,139 | $ 8,122,200 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (819,897) | $ (320,500) |
Minimum | ||
Operating Loss Carryforwards, Expiration Date | Mar. 31, 2024 | |
Maximum | ||
Operating Loss Carryforwards, Expiration Date | Mar. 31, 2036 |
Note 7 - Income Taxes_ Schedu36
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Tax benefit computed at U.S. statutory rates | $ (2,263,566) | $ (2,669,517) |
Increases (decreases) in taxes resulting from: | ||
Non-deductible items | (113,788) | (3,058) |
Change in valuation allowance | 2,388,354 | 2,682,575 |
State taxes | (11,000) | (10,000) |
Total | $ 0 | $ 0 |
Note 7 - Income Taxes_ Schedu37
Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Details | ||
Net operating loss carryforward | $ 4,416,060 | $ 3,080,750 |
Depreciation expense | (11,713) | (125,507) |
Stock based compensation | 761,825 | 1,391,032 |
Total deferred tax assets | 5,166,172 | 4,346,275 |
Deferred Tax Assets, Valuation Allowance | (5,166,172) | (4,346,275) |
Net deferred tax asset | $ 0 | $ 0 |
Note 8 - Convertible Notes (Det
Note 8 - Convertible Notes (Details) | 12 Months Ended | ||
Mar. 31, 2016USD ($)$ / shares | Feb. 29, 2016USD ($) | Mar. 31, 2015USD ($) | |
Notes Payable, discount | $ 400,000 | $ 0 | |
Common Stock | |||
Exercise Price of Warrants | $ / shares | $ 0.50 | ||
Short-term Promissory Note 1 | |||
Initial debt amount | $ 192,500 | ||
Original discount rate | 9.10% | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Short-term Promissory Note 1 | Common Stock | |||
Debt Instrument, Convertible, Number of Equity Instruments | 962,500 | ||
Short-term Promissory Note 1 | Warrant | |||
Debt Instrument, Convertible, Number of Equity Instruments | 962,500 | ||
Exercise Price of Warrants | $ / shares | $ 0.50 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 94,037 | ||
Notes Payable, discount | 66,912 | ||
Short-term Promissory Note 2 | |||
Initial debt amount | $ 300,000 | ||
Original discount rate | 16.67% | ||
Debt Instrument, Interest Rate, Effective Percentage | 20.00% | ||
Short-term Promissory Note 2 | Common Stock | |||
Debt Instrument, Convertible, Number of Equity Instruments | 1,500,000 | ||
Short-term Promissory Note 2 | Warrant | |||
Debt Instrument, Convertible, Number of Equity Instruments | 1,500,000 | ||
Exercise Price of Warrants | $ / shares | $ 0.50 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 143,750 | ||
Notes Payable, discount | $ 93,750 |
Note 9 - Capital Transactions (
Note 9 - Capital Transactions (Details) - USD ($) | Jun. 27, 2014 | May 02, 2014 | Apr. 27, 2014 | Mar. 13, 2014 | May 15, 2014 | Mar. 31, 2016 | Sep. 30, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | May 15, 2015 | Apr. 30, 2015 | Apr. 22, 2015 |
Compensation Expense | $ 1,000,000 | $ 3,900,000 | |||||||||||||
Issuance of stock for debt conversion, Shares | 2,219,750 | ||||||||||||||
Debt converted | $ 900,000 | ||||||||||||||
Debt Conversion Price | $ 0.30 | $ 0.30 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,168,000 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 100,000 | ||||||||||||||
Issuance of restricted stock, Value | 206,499 | ||||||||||||||
Issuance of stock for cash, Value | $ 100,000 | ||||||||||||||
Share Price | $ 0.30 | $ 0.30 | |||||||||||||
Exercise of warrants for stock, Value | $ 1,506,407 | $ 206,438 | |||||||||||||
Exercises of stock options, Shares | 100,000 | 0 | |||||||||||||
Class A Warrant | |||||||||||||||
Exercise Price of Warrants | $ 1 | ||||||||||||||
Warrants issued | 9,499,220 | ||||||||||||||
Class B Warrant | |||||||||||||||
Exercise Price of Warrants | $ 2 | $ 0.20 | $ 0.20 | ||||||||||||
Warrants issued | 9,499,220 | ||||||||||||||
Exercise of warrants for stock, Value | $ 400,000 | ||||||||||||||
Placement Agent | |||||||||||||||
Warrants issued | 1,000,000 | ||||||||||||||
Exercises of stock options, Shares | 1,000,000 | ||||||||||||||
Employees | |||||||||||||||
Issuance of restricted stock, Shares | 714,400 | ||||||||||||||
Issuance of restricted stock, Value | $ 600,000 | ||||||||||||||
CFO of CB Puerto Rico | |||||||||||||||
Issuance of stock for cash, Value | 600,000 | ||||||||||||||
Share Price | $ 0.21 | ||||||||||||||
Investor | |||||||||||||||
Issuance of stock for cash, Value | $ 400,000 | ||||||||||||||
Share Price | $ 0.21 | ||||||||||||||
Common Stock | |||||||||||||||
Shares issued for debt conversion | 3,387,750 | ||||||||||||||
Compensation Expense | $ 1,000,000 | ||||||||||||||
Issuance of stock for debt conversion, Shares | 2,219,750 | 4,470,747 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,450,000 | ||||||||||||||
Issuance of restricted stock, Shares | 1,882,400 | ||||||||||||||
Issuance of restricted stock, Value | $ 188 | ||||||||||||||
Cancelation of restricted stock, Shares | 2,292,400 | ||||||||||||||
Issuance of stock for cash, Shares | 665,000 | 8,499,220 | 333,333 | ||||||||||||
Issuance of stock for cash, Value | $ 33 | ||||||||||||||
Share Price | $ 0.20 | $ 0.50 | $ 0.20 | ||||||||||||
Exercise Price of Warrants | $ 0.50 | $ 0.50 | |||||||||||||
Exercise of warrants for stock, Shares | 9,119,135 | 1,032,190 | |||||||||||||
Exercise of warrants for stock, Value | $ 912 | $ 103 | |||||||||||||
Exercises of stock options, Shares | 100,000 | ||||||||||||||
Common Stock | Class B Warrant | |||||||||||||||
Exercise of warrants for stock, Shares | 2,192,112 | ||||||||||||||
Common Stock | Employment Termination | |||||||||||||||
Cancelation of restricted stock, Shares | 1,500,000 | ||||||||||||||
Common Stock | Erroneous Issuance | |||||||||||||||
Cancelation of restricted stock, Shares | 292,400 | ||||||||||||||
Common Stock | Erroneous Issuance Under Employment Agreement | |||||||||||||||
Cancelation of restricted stock, Shares | 100,000 | ||||||||||||||
Common Stock | Shares Subject to Forfeiture | |||||||||||||||
Cancelation of restricted stock, Shares | 400,000 | ||||||||||||||
Common Stock | Craig Ellins | |||||||||||||||
Cancelation of restricted stock, Shares | 3,000,000 | ||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 4,000,000 | 4,000,000 | 4,500,000 | 12,500,000 | |||||||||||
Description of stock transfer | In September and October 2014, Mr. Ellins assigned and transferred a total of 5,580,000 of his 12,500,000 vested shares to 18 persons | ||||||||||||||
Exercise Price of Warrants | $ 0.45 | ||||||||||||||
Common Stock | Officer | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | ||||||||||||||
Cancelation of restricted stock, Shares | 1,500,000 | ||||||||||||||
Common Stock | CFO of CB Puerto Rico | |||||||||||||||
Issuance of stock for cash, Shares | 2,820,000 | ||||||||||||||
Common Stock | Investor | |||||||||||||||
Issuance of stock for cash, Shares | 476,190 | ||||||||||||||
Warrant | |||||||||||||||
Stock Repurchased During Period, Shares | 4,000,000 | 1,600,000 | |||||||||||||
Stock Repurchased During Period, Value | $ 56,000 |
Note 9 - Capital Transactions40
Note 9 - Capital Transactions: Schedule of Warrants (Details) - Warrant - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Outstanding, Beginning Balance | 21,966,256 | 3,000,000 | |
Granted | 5,665,000 | 19,998,446 | |
Exercised | (7,977,945) | (1,032,190) | |
Outstanding, Ending Balance | 19,315,334 | 21,966,256 | |
Expired/Cancelled | (337,977) | ||
Minimum | |||
Outstanding, Exercise Price | $ 1 | ||
Granted, Exercised Price | $ 0.45 | $ 1 | |
Exercised, Exercise Price | 0.20 | 0.20 | |
Expired/Cancelled, Exercise Price | 1 | ||
Maximum | |||
Outstanding, Exercise Price | $ 2 | ||
Granted, Exercised Price | 0.50 | 2 | |
Exercised, Exercise Price | 0.21 | $ 0.21 | |
Expired/Cancelled, Exercise Price | $ 2 |
Note 10 - Employee Benefit Pl41
Note 10 - Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Compensation Expense | $ 1,000,000 | $ 3,900,000 | |
Cash received from option exercises | 0.02 | ||
Total Fair Value of Restricted Stock | $ 500,000 | $ 400,000 | |
Growblox Sciences Inc 2007 Amended Stock Option Plan | |||
Number of Shares Authorized | 8,000,000 | ||
S-8 Registration Statement | |||
Number of Shares Authorized | 8,500,000 |
Note 10 - Employee Benefit Pl42
Note 10 - Employee Benefit Plan: Schedule of Unrecognized Compensation Cost, Nonvested Awards (Details) | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Unrecognized Compensation Cost ($) | $ 1,058,735 |
Weighted Averge Period (years) | 9 years 3 months 4 days |
Restricted Stock | |
Unrecognized Compensation Cost ($) | $ 158,000 |
Weighted Averge Period (years) | 8 years 6 months 11 days |
Employee Stock Option | |
Unrecognized Compensation Cost ($) | $ 900,735 |
Weighted Averge Period (years) | 9 years 2 months 23 days |
Note 10 - Employee Benefit Pl43
Note 10 - Employee Benefit Plan: Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Weighted-average volatility | 190.44% | 171.08% |
Expected term (in years) | 10 years | 10 years |
Risk-free interest rate | 1.57% | 1.47% |
Note 10 - Employee Benefit Pl44
Note 10 - Employee Benefit Plan: Schedule of Stock Options Roll Forward (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Details | |||
Options, Outstanding, Beginning Balance | 1,962,000 | 0 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.17 | $ 0 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 2 months 23 days | 9 years 11 months 26 days | 0 years |
Options, Outstanding, Aggregate Intrinsic Value | $ 10,962 | $ 0 | |
Options, Granted | 1,400,000 | 1,962,000 | |
Options, Granted, Weighted Average Exercise Price | $ 0.24 | $ 0.17 | |
Options, Exercised | (100,000) | 0 | |
Options, Exercised, Weighted Average Exercise Price | $ 0.17 | $ 0 | |
Options, Outstanding, Ending Balance | 2,500,000 | 1,962,000 | 0 |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.25 | $ 0.17 | $ 0 |
Options, Outstanding, Aggregate Intrinsic Value, Ending Balance | $ 15,075 | $ 10,962 | $ 0 |
Options, Forfeited | (762,000) | ||
Options, Forfeited, Weighted Average Exercise Price | $ 0.17 | ||
Options, Fully Vested and Expected to Vest, Outstanding | 2,120,000 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.25 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 9,045 | ||
Options, Exercisable | 380,000 | ||
Options, Exercisable, Weighted Average Exercise Price | $ 0.17 | ||
Options, Exercisable, Aggregate Intrinsic Value | $ 6,030 |
Note 10 - Employee Benefit Pl45
Note 10 - Employee Benefit Plan: Schedule of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2014 | |
Nonvested, Beginning Balance | 186,667 | 562,500 | 186,667 | 0 |
Granted | 270,000 | 980,000 | ||
Vested | (441,667) | (417,500) | ||
Nonvested, Ending Balance | 186,667 | 562,500 | ||
Non-vested, Weighted Average Grant Date Fair Value | $ 0.35 | $ 1.20 | ||
Expired/Cancelled | (204,167) |
Note 11 - Commitments and Con46
Note 11 - Commitments and Contingencies (Details) - USD ($) shares in Millions | Jul. 06, 2016 | Mar. 31, 2016 |
W-Net | ||
Building purchase price | $ 3,900,000 | |
Initial Complaint Filed by Growblox | ||
Loss Contingency, Damages Sought, Value | 75,000 | |
Counterclaim | ||
Loss Contingency, Damages Sought, Value | $ 9,000,000 | |
Counterclaim | Subsequent Event | ||
Shares issued for debt conversion | 1.4 | |
Loss Contingency Accrual, Provision | $ 500,000 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - USD ($) | Jun. 13, 2016 | Jun. 01, 2016 | Apr. 08, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Strike price | $ 0.24 | $ 0.17 | |||
Options, Granted | 1,400,000 | 1,962,000 | |||
Stock Issued During Period, Shares, Issued for Services | 1,168,000 | ||||
Debt converted | $ 900,000 | ||||
Debt Conversion Price | $ 0.30 | ||||
Chief Executive Officer | |||||
Options, Granted | 1,400,000 | ||||
Subsequent Event | Director | |||||
Annual compensation | $ 25,000 | ||||
Director fees | $ 1,000 | ||||
Subsequent Event | Board of Directors Chairman | |||||
Options vested | 450,000 | ||||
Subsequent Event | Board of Directors Chairman | Employee Stock | |||||
Strike price | $ 0.16 | ||||
Subsequent Event | Chief Executive Officer | |||||
Deferred Compensation Arrangement with Individual, Description | Mr. Poss will receive an annual salary of not less than $120,000 and quarterly bonuses equal to the value of 125,000 shares of Growblox common stock | ||||
Subsequent Event | Chief Science Officer | |||||
Shares surrendered | 450,000 | ||||
Warrants issued | 1,200,000 | ||||
Exercise Price of Warrants | $ 0.30 | ||||
Subsequent Event | Chief Innovation Officer | |||||
Warrants issued | 5,000,000 | ||||
Exercise Price of Warrants | $ 0.30 | ||||
Subsequent Event | Chief Financial Officer | |||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | ||||
Subsequent Event | Pacific Leaf | Convertible Debt Securities | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | ||||
Shares issued for debt conversion | 2,000,000 | ||||
Debt converted | $ 500,000 | ||||
Debt Conversion Price | $ 0.25 |