GB Sciences (GBLX) 10-Q 14 Feb 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2016	Feb. 13, 2017
Document and Entity Information:
Entity Registrant Name	Growblox Sciences, Inc.
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Central Index Key	1,165,320
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		110,900,020
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	2,017
Document Fiscal Period Focus	Q3
Trading Symbol	gblx

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Mar. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 991,325	$ 34,824
Accounts receivable	67,862	67,862
Prepaid expenses	34,087	104,851
TOTAL CURRENT ASSETS	1,093,274	207,537
Property and Equipment, Net	7,683,982	1,953,048
Deposits and Prepayments	203,306	271,455
Other Assets	142,881	3,555
TOTAL ASSETS	9,123,443	2,435,595
CURRENT LIABILITIES:
Accounts Payable	126,432	902,123
Accrued Interest	143,492	61,786
Accrued Liabilities	370,006	834,348
Notes Payable, net of unamortized discount of $0.2 million and $0.4 million at December 31, 2016 and March 31, 2016, respectively	582,216	463,532
TOTAL CURRENT LIABILITIES	1,222,146	2,261,789
Note Payable	473,250	2,148,556
Capital Lease Obligations	3,786,375
TOTAL LIABILITIES	5,481,771	4,410,345
Commitments and Contingencies (Note 7)
STOCKHOLDERS' (DEFICIT)/ EQUITY:
Common Stock Common Stock, $0.0001 par value, 200,000,000 shares authorized, 92,836,869 and 47,335,147 shares issued and outstanding at December 31, 2016 and March 31, 2016	9,284	4,733
Deferred Stock Compensation	2,332,327	2,240,662
Additional Paid In Capital	29,355,303	16,638,318
Accumulated Deficit	(28,112,414)	(20,779,860)
TOTAL GROWBLOX SCIENCES, INC. STOCKHOLDERS' (DEFICIT)/EQUITY	3,584,500	(1,896,147)
Non-controlling interest	57,172	(78,603)
TOTAL (DEFICIT)/EQUITY	3,641,672	(1,974,750)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY	$ 9,123,443	$ 2,435,595

CONSOLIDATED CONDENSED BALANCE3

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Statement of Financial Position
Common Stock, par or stated value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	92,836,869	47,335,147
Common Stock, shares outstanding	92,836,869	47,335,147
Notes Payable, discount	$ 200,000	$ 400,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Income Statement
NET REVENUE
GENERAL AND ADMINISTRATIVE EXPENSES	3,215,104	1,128,837	6,637,764	5,344,747
LOSS FROM OPERATIONS	(3,215,104)	(1,128,837)	(6,637,764)	(5,344,747)
OTHER INCOME (EXPENSE)
Interest Expense	(290,153)	(23,251)	(746,614)	(34,481)
Other Income/(Expense)	(75,781)	(2,747)	(81,534)	(2,512)
Total other expense	(365,934)	(25,998)	(828,148)	(36,993)
NET LOSS	(3,581,038)	(1,154,835)	(7,465,912)	(5,381,740)
Net income/(loss) attributable to non-controlling interest	(56,658)	(57,976)	(133,520)	(262,135)
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	$ (3,524,380)	$ (1,096,859)	$ (7,332,392)	$ (5,119,605)
Net loss per share - basic and diluted	$ (0.04)	$ (0.02)	$ (0.11)	$ (0.12)
Weighted average common shares outstanding - basic and diluted	88,836,452	46,388,156	68,954,306	44,354,340

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES:
Net income (loss)	$ (7,465,912)	$ (5,381,740)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	251,599	132,680
Stock-based compensation	3,695,521	1,510,999
Amortization of debt discount and beneficial conversion feature	486,762
Loss on debt conversion	75,781
Loss on disposal	5,572
Changes in operating assets and liabilities:
Prepaid expenses and other assets	70,764	110,110
Accounts payable	12,186	619,153
Accrued expenses	26,433	146,737
Net cash used in operating activities	(2,841,294)	(2,862,061)
INVESTING ACTIVITIES:
Purchase of property and equipment	(1,929,375)	(881,595)
Change in deposits	(74,227)	52,699
Net cash used in investing activities	(2,003,602)	(828,896)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	5,140,179	1,377,848
Proceeds from non-controlling interest	269,296	350,000
Proceeds from convertible notes	654,805	1,754,872
Payments under long-term obligations	(261,854)
Cash used to purchase warrants		(56,000)
Other financing activities	(1,029)	330,903
Net cash provided by financing activities	5,801,397	3,757,623
Net change in cash and cash equivalent	956,501	66,666
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD	34,824
CASH AND CASH EQUIVALENT AT END OF PERIOD	991,325	66,666
Non-cash transactions:
Stock issued to settle payables	590,777	$ 377,824
Stock issued to upon conversion of long-term note payable	2,576,750
Stock issued to settle legal obligations	460,840
Capital lease obligation	3,900,000
Stock and warrants issued upon amendment of long-term note payable	$ 875,663

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Dec. 31, 2016
Notes
Note 1 - Basis of Presentation and Significant Accounting Policies	Note 1 – Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of GB Sciences, Inc. (the "Company," "We" or "Us") have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 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, 2017. The balance sheet at March 31, 2016 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 Company's annual report on Form 10-K for the year ended March 31, 2016. Principles of Consolidation The condensed 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. 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. Reclassifications 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. Significant Accounting Policies A description of the Company's significant accounting policies is included in Note 3 of its Annual Report on Form 10–K for the fiscal year ended March 31, 2016. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations. Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 2 - Going Concern

Note 2 - Going Concern	9 Months Ended
	Dec. 31, 2016
Notes
Note 2 - Going Concern	Note 2 – Going Concern The Company's condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception, which have caused an accumulated deficit of approximately $28.1 million at December 31, 2016. In addition, the Company has consumed cash in its operating activities of approximately $2.8 million for the nine months ended December 31, 2016 compared to $2.9 million for the same period last year. 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 - Convertible Notes

Note 3 - Convertible Notes	9 Months Ended
	Dec. 31, 2016
Notes
Note 3 - Convertible Notes	Note 3 – 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 the 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. At December 31, 2016, the Note had a balance of $0.2 million net of $0.01 million unamortized discount and beneficial conversion feature. 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 the 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. On November 7, 2016, the Company received a notice that the Noteholder had elected to convert its$300,000 of Note into common stock of the Company pursuant to the Short-Term Convertible Note Agreement. Accordingly, the Company issued 1,500,000 shares of its common stock ($300,000 converted at a price of $0.20 per share) and a warrant to purchase 1,500,000 shares of the Company's common stock at the price of $0.50 per share for the period of three years. As a result of the conversion, the Company recorded a loss of $0.1 million. In July 2016, the Company issued a short-term Promissory Note ("Note") resulting in aggregate proceeds of $500,000. The Note is payable within one year of issuance and is convertible into 2,500,000 shares of the Company's common stock at any time and from time to time before maturity at the option of the holder. 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 $350,000 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the Note. At December 31, 2016, the Note had a balance of $0.3 million net of $0.2 million unamortized beneficial conversion feature. 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 4 - Note Payable

Note 4 - Note Payable	9 Months Ended
	Dec. 31, 2016
Notes
Note 4 - Note Payable	Note 4– 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 the Company 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 GB Sciences Nevada, LLC ("GBSN"). Such facility and equipment was 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. The Company was 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 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 Pacific Leaf 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. 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, Pacific Leaf or its designee 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. 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%. On June 13, 2016, the Company received notice from the Pacific Leaf that it had elected to convert $500,000 of the 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 pursuant to the Note was reduced by $500,000. On August 4, 2016, the Company entered into the Second Omnibus Amendment ("Second Amendment") of its existing agreements with Pacific Leaf. The Second Amendment eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN. It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year. In consideration of the amended terms, Pacific Leaf and its designees received 1,000,000 shares of the Company's common stock and a five-year warrant to purchase 1,500,000 shares of the Company's common stock at $0.36 per share resulting in related expense of approximately $0.9 million. On October 4, October 20, November 1, and November 10, 2016, the Company received notices the Pacific Leaf that it had elected to convert total of $1,776,750 of the 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 7,107,000 shares of its common stock ($1,776,750 converted at a price of $0.25 per share) to Pacific Leaf and the Company's indebtedness pursuant to the Note has been reduced by $1,776,750. As of December 31, 2016, the total amount of installments received, net of conversion, is $0.5 million.

Note 5 - Capital Lease

Note 5 - Capital Lease	9 Months Ended
	Dec. 31, 2016
Notes
Note 5 - Capital Lease	Note 5 – Capital Lease In July, 2016, an entity associated with Pacific Leaf Partners, LLC completed the purchase of the building housing the Company's cultivation facility at 3550 W. Teco Ave., Las Vegas, NV. In connection with the purchase, the Company entered into the Amended Lease Agreementfor an initial term of ten and a half years with one option to extend the lease for five years, or until December 31, 2030. The monthly rent payments per the Amended Lease Agreement are $40,000 through December 31, 2017. Commencing January 1, 2018, the monthly rent payments will increase by 3% per annum through the expiration of the lease. The Company analyzed the transaction in accordance with the applicable accounting guidance determining that the aggregate amount of $3.9 million met the requirements for capitalization. The building has been capitalized and is included in property and equipment, net balance with related obligations included as part of current and non-current liabilities. The obligation recorded is based upon the present value of the future minimum lease payment discounted at 11.6% interest rate.

Note 6 - Capital Transactions

Note 6 - Capital Transactions	9 Months Ended
	Dec. 31, 2016
Notes
Note 6 - Capital Transactions	Note 6 – Capital Transactions During the nine months ended December 31, 2016, the Company issued an aggregate of 1,991,943 shares of common stock in settlement and release of certain obligations owed by the Company to various persons and recorded related expenses of $0.6 million, as follows: · The Company issued 512,275 shares of its common stock in connection with the conversion of $0.2 million in indebtedness owed by us to various persons at a conversion price of approximately $0.38 per share. · The Company issued 323,692 shares of common stock in connection with settlement of payroll liabilities owed by us to our executives at a conversion price of $0.19 per share. The Company recorded approximately $0.1 million of compensation expense. · The Company issued 1,017,087 shares of its common stock in connection with the conversion of $0.3 million in indebtedness owed by us to various persons at a conversion price of approximately $0.33 per share. · The Company issued 138,889 shares of its common stock at a conversion price of $0.36 per shares in connection with a settlement of certain legal obligations owed by us. The Company recorded approximately $0.05 million of compensation expense. · On April 8, 2016, the Company issued 200,000 of its common shares to its former Chief Financial Officer, in exchange for a full dismissal with prejudice of all causes of action pending in the complaint filed against the Company on August 19, 2015. The Company recorded approximately $0.04 million of legal settlement expense. · During the nine months ended December 31, 2016, the Company received notice from Pacific Leaf Ventures, LP ("Pacific Leaf") that it had elected to convert $2,276,750 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 9,107,000 shares of its common stock ($2,276,750 converted at a price of $0.25 per share) to Pacific Leaf. · On August 9, 2016, the Company finalized a settlement agreement in final disposition of the lawsuit filed by the Company on April 2, 2014, in the United States District Court for the Southern District of New York. The suit is more particularly described in Part I, Item 3 of the Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on July 14, 2016. The Company issued 1,400,000 shares of restricted common stock to certain non-affiliates of the Company and recorded a related expense of $0.4 million. During the nine months ended December 31, 2016, The Company issued 763,612 shares in exchange for consulting services and recorded a related expense of $0.3 million. The Company also issued 116,667 shares of common stock to employees and recorded an expense of $0.04 million. On August 4, 2016, Company issued 1,000,000 shares to Pacific Leaf and its designees and recorded a related expense of $0.4 million . The common shares were issued During nine months ended December 31, 2016, the Company sold 14,847,500 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. The Company also sold 15,000,000 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 five years, with an exercise price of $0.60. Lastly, the Company sold 25,000 shares of common stock to an independent party at the price of $0.51 per share. The Company recorded net proceeds of $5.1 million as a result of these issuances. Options and Warrants On June 1, 2016, the Company issued 900,000 stock options under the 2014 Equity Incentive Plan to the independent members of the Company's Board of Directors. The options are exercisable upon vesting for a period of 7 years from issuance at an exercise price of $0.16 per share. The Company has recognized total of $0.1 million in share-based compensation expense related to options vested to date. On June 1, 2016, the Company issued 1,400,000 stock options under the 2014 Equity Incentive plan to its Chief Executive Officer. The options are exercisable upon vesting for a period of 7 years from issuance at an exercise price of $0.30 per share. The Company has recognized total of $0.2 million in share-based compensation expense related to options vested to date. Effective on June 1, 2016, the Company amended its employment agreement with its Chief Science Officer, Andrea Small-Howard. Pursuant to the amendment, Dr. Small-Howard surrendered a stock award for 450,000 shares of common stock in exchange for warrants to purchase 1,200,000 common shares at the strike price of $0.30 per share. The Company has recognized total of $0.1 million in share-based compensation expense related to warrants vested to date. During the nine months ended December 31, 2016, the Company issued 1,500,000 stock options under the 2014 Equity Incentive Plan to various employees. The options are exercisable upon vesting for a period of 10 years from issuance at an exercise price ranging from $0.30 to $0.40 per share. The Company recognized total of $0.1 million in share-based compensation expense related to options vested to date. On August 4, 2016, Company issued a warrant to purchase 1,150,000 shares of the Company's common stock at the price of $0.36 per share to Pacific Leaf and its designees and recorded a related expense of $0.5 million . The warrant to purchase common shares was issued On November 7, 2016, the Company received a notice that the Noteholder had elected to convert $300,000 of the Company's indebtedness into common stock of the Company pursuant to the Short-Term Convertible Note Agreement. Accordingly, the Company issued 1,500,000 shares of its common stock ($300,000 converted at a price of $0.20 per share) and a warrant to purchase 1,500,000 shares of the Company's common stock at the price of $0.50 per share for the period of three years. As a result of the conversion, the Company recorded a loss of $0.1 million. During the nine months ended December 31, 2016, the Company issued a compensation warrant to purchase 1,912,500 shares of the Company's common stock pursuant to the terms of a private placement agreement. The warrant is exercisable at the price of $0.50 per share for the period of three years. As a result of this issuance, the Company recorded compensation expense of $0.9 million. During the nine months ended December 31, 2016, the Company issued a compensation warrant to purchase 1,500,000 shares of the Company's common stock pursuant to the terms of a private placement agreement. The warrant is exercisable at the price of $0.60 per share for the period of five years. As a result of this issuance, the Company recorded compensation expense of $0.4 million. All of the foregoing securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the " Securities Act

Note 7 - Commitments and Contin

Note 7 - Commitments and Contingencies	9 Months Ended
	Dec. 31, 2016
Notes
Note 7 - Commitments and Contingencies	Note 7 – Commitments and Contingencies Growblox Sciences, Inc. v. GCM Administrative Services, LLC On August 9, 2016, the Company finalized a settlement agreement in final disposition of the lawsuit filed by the Company on April 2, 2014, in the United States District Court for the Southern District of New York. The suit is more particularly described in Part I, Item 3 of the Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on July 14, 2016. The Company issued 1,400,000 shares of restricted common stock to certain non-affiliates of the Company and recorded a related expense of $0.4 million 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 valued at $40,000 in exchange for a full dismissal with prejudice of all causes of action pending in the above-referenced Complaint. From time to time, the Company also becomes involved in certain legal proceedings and claims which arise in the ordinary course of business. In our opinion, based on consultations with outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available, if management should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, we will record a reserve for the claim in question. If and when we record such a reserve is recorded, it could be material and could adversely impact our results of operations, financial condition, and cash flows.

Note 8 - Loss Per Share

Note 8 - Loss Per Share	9 Months Ended
	Dec. 31, 2016
Notes
Note 8 - Loss Per Share	Note 8 – Loss per Share The Company's basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company had 56,581,664 and 27,558,334 of potentially dilutive common shares at December 31, 2016 and March 31, 2016, respectively. However, such common stock equivalents were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive.

Note 9 - Subsequent Events

Note 9 - Subsequent Events	9 Months Ended
	Dec. 31, 2016
Notes
Note 9 - Subsequent Events	Note 9 – Subsequent Events Pacific Leaf Note Conversion Notice On January 24, 2017, the Company received notices from Pacific Leaf Ventures, LP ("Pacific Leaf") that it had elected to convert $338,083 ($242,938 in principal and $95,145 in accrued interest) of the 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 1,352,332 shares of its common stock ($338,083 converted at a price of $0.25 per share) to Pacific Leaf. Of the amount converted, $242,938 related to Note's principal and $95,145 related to accrued interest. Short-Term Note Conversion On January 25, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note ("Note") issued in July 2016 with face value of $500,000. The Holder had elected to convert $500,000 of the Company's indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 2,500,000 shares of its common stock ($500,000 converted at a price of $0.20 per share). Discounting of Warrants In order to encourage the exercise of the 15,512,500 warrants issued to investors in private offering dated December 2, 2015 and the 15,000,000 warrants issued to investors in private offering dated August 26, 2016, the Company effected a decrease in the exercise price of the warrants from $0.50 and $0.60, respectfully, to $0.20 per share. As a result of the price reduction, total of 13,985,500 warrants were exercised as of the date of the filing of the Form 10-Q for the period ended December 31, 2016. .

Note 1 - Basis of Presentatio15

Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 2016
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of GB Sciences, Inc. (the "Company," "We" or "Us") have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 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, 2017. The balance sheet at March 31, 2016 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 Company's annual report on Form 10-K for the year ended March 31, 2016.
Principles of Consolidation	Principles of Consolidation The condensed 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. 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.
Reclassifications	Reclassifications 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. Significant Accounting Policies A description of the Company's significant accounting policies is included in Note 3 of its Annual Report on Form 10–K for the fiscal year ended March 31, 2016.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations. Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 2 - Going Concern (Details

Note 2 - Going Concern (Details) - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Details
Accumulated Deficit	$ (28,112,414)		$ (20,779,860)
Net cash used in operating activities	$ (2,841,294)	$ (2,862,061)

Note 3 - Convertible Notes (Det

Note 3 - Convertible Notes (Details)	Nov. 07, 2016$ / shares	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)$ / shares	Dec. 31, 2015USD ($)	Mar. 31, 2016USD ($)	Feb. 29, 2016USD ($)
Proceeds from convertible notes			$ 654,805	$ 1,754,872
Unamortized Discount and Beneficial Feature			200,000		$ 400,000
Debt Conversion, Original Debt, Amount			300,000
Loss on debt conversion			75,781
Common Stock
Debt Instrument, Convertible, Number of Equity Instruments	1,500,000
Warrant
Debt Instrument, Convertible, Number of Equity Instruments	1,500,000
Exercise price | $ / shares	$ 0.50
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 0.20
Short-term Promissory Note 1
Face value						$ 192,500
Proceeds from convertible notes			175,000
Original discount rate						9.10%
Nominal rate						10.00%
Unamortized Discount and Beneficial Feature			10,000
Note balance			$ 200,000
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 | $ / shares			$ 0.50
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 94,037
Unamortized Discount and Beneficial Feature			66,912
Short-term Promissory Note 2
Face value					$ 300,000
Proceeds from convertible notes			$ 250,000
Original discount rate					16.67%
Nominal rate					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 | $ / shares			$ 0.50
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 143,750
Unamortized Discount and Beneficial Feature			93,750
Short-term Promissory Note 3
Face value		$ 500,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 350,000
Unamortized Discount and Beneficial Feature			200,000
Note balance			$ 300,000
Short-term Promissory Note 3 | Common Stock
Debt Instrument, Convertible, Number of Equity Instruments		2,500,000

Note 4 - Note Payable (Details)

Note 4 - Note Payable (Details) - USD ($)	3 Months Ended			9 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Feb. 08, 2016	Jun. 08, 2015
Total amount of installments received, net of conversion				$ 654,805	$ 1,754,872
Common Stock
Debt Conversion, Converted Instrument, Shares Issued				1,991,943
Allocated Share-based Compensation Expense				$ 600,000
Pacific Leaf Ventures LP
Initial debt amount							$ 1,750,000
Debt Instrument, Convertible, Conversion Price	$ 0.25		$ 0.25	$ 0.25			$ 0.50
Debt Instrument, Interest Rate, Stated Percentage							6.00%
Debt Instrument, Maturity Date				May 12, 2020
Long-term Debt, Gross						$ 1,750,000
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, Pacific Leaf or its designee 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%.
Second Amendment Features		eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN. It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year.
Warrants issued	1,150,000			1,150,000
Allocated Share-based Compensation Expense				$ 500,000
Debt Conversion, Converted Instrument, Amount				2,276,750
Total amount of installments received, net of conversion				$ 500,000
Pacific Leaf Ventures LP | Second Amendment
Warrants issued		1,500,000
Allocated Share-based Compensation Expense		$ 900,000
Pacific Leaf Ventures LP | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	7,107,000		2,000,000	9,107,000
Debt Conversion, Converted Instrument, Amount	$ 1,776,750
Pacific Leaf Ventures LP | Common Stock | Second Amendment
Stock Issued During Period, Shares, Settlement		1,000,000
Share Price		$ 0.36

Note 5 - Capital Lease (Details

Note 5 - Capital Lease (Details) - Pacific Leaf Ventures LP - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2016
Capital Lease Obligations		$ 3,900,000
Capital Lease
Debt Instrument, Term	10 years 6 months
Capital Leases, Future Minimum Payments Due		$ 40,000
Description of Lessee Leasing Arrangements, Capital Leases	Commencing January 1, 2018, the monthly rent payments will increase by 3% per annum through the expiration of the lease.
Discount Rate		11.60%

Note 6 - Capital Transactions (

Note 6 - Capital Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2016	Jun. 08, 2015
Debt Conversion, Original Debt, Amount			$ 300,000
Stock Issued During Period, Value, Issued for Services			300,000
Stock Issued During Period, Value, New Issues			5,100,000
2014 Equity Incentive Plan
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 100,000
Options, Issued			1,500,000
2014 Equity Incentive Plan | MinimumMember
Exercise Price			$ 0.30
2014 Equity Incentive Plan | Maximum
Exercise Price			$ 0.40
2014 Equity Incentive Plan | Employee Stock Option
Vesting Period			10 years
Series 2
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 400,000
Units, Description			Each unit consisted of one share of common stock and one common stock purchase warrant, expiring in five years, with an exercise price of $0.60.
Warrants issued	1,500,000		1,500,000
Exercise price	$ 0.60		$ 0.60
Series 1
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 900,000
Units, Description			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.
Warrants issued	1,912,500		1,912,500
Exercise price	$ 0.50		$ 0.50
Pacific Leaf Ventures LP
Allocated Share-based Compensation Expense			$ 500,000
Debt Instrument, Convertible, Conversion Price	$ 0.25	$ 0.25	$ 0.25	$ 0.50
Debt Conversion, Converted Instrument, Amount			$ 2,276,750
Warrants issued	1,150,000		1,150,000
Exercise price	$ 0.36		$ 0.36
Group 1
Debt Conversion, Original Debt, Amount			$ 200,000
Debt Instrument, Convertible, Conversion Price	0.38		$ 0.38
Employees
Debt Instrument, Convertible, Conversion Price	0.19		$ 0.19
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 100,000
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures			40,000
Group 2
Debt Conversion, Original Debt, Amount			$ 300,000
Debt Instrument, Convertible, Conversion Price	0.33		$ 0.33
Group 3
Debt Conversion, Original Debt, Amount			$ 0.05
Debt Instrument, Convertible, Conversion Price	$ 0.36		$ 0.36
Chief Financial Officer
Litigation Settlement, Expense		$ 0.04
Director | 2014 Equity Incentive Plan
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 100,000
Options, Issued			900,000
Exercise Price			$ 0.16
Director | 2014 Equity Incentive Plan | Employee Stock Option
Vesting Period			7 years
Chief Sciences Officer
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 100,000
Stock option surrendered			450,000
Warrants issued	1,200,000		1,200,000
Exercise price	$ 0.30		$ 0.30
Chief Sciences Officer | 2014 Equity Incentive Plan
Options, Issued			1,400,000
Exercise Price			$ 0.30
Chief Executive Officer | 2014 Equity Incentive Plan
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 200,000
Group 4
Debt Conversion, Original Debt, Amount			$ 300,000
Debt Instrument, Convertible, Conversion Price	$ 0.20		$ 0.20
Stock Issued During Period, Value, Settlement of Payroll Liabilities			$ 100,000
Warrants issued	1,500,000		1,500,000
Exercise price	$ 0.50		$ 0.50
Common Stock
Debt Conversion, Converted Instrument, Shares Issued			1,991,943
Allocated Share-based Compensation Expense			$ 600,000
Stock Issued During Period, Shares, Settlement of Payroll Liabilities			323,692
Stock Issued During Period, Shares, Issued for Services			763,612
Common Stock | Series 2
Stock Issued During Period, Shares, New Issues			15,000,000
Share Price	0.20		$ 0.20
Common Stock | Series 1
Stock Issued During Period, Shares, New Issues			14,847,500
Share Price	0.20		$ 0.20
Common Stock | Series 3
Stock Issued During Period, Shares, New Issues			25,000
Share Price	$ 0.51		$ 0.51
Common Stock | Counterclaim
Stock Issued During Period, Shares, Settlement			1,400,000
Stock Issued During Period, Value, Settlement			$ 400,000
Common Stock | Pacific Leaf Ventures LP
Debt Conversion, Converted Instrument, Shares Issued	7,107,000	2,000,000	9,107,000
Debt Conversion, Converted Instrument, Amount	$ 1,776,750
Common Stock | Pacific Leaf Ventures LP | Series 2
Debt Conversion, Converted Instrument, Shares Issued			1,000,000
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments			$ 400,000
Common Stock | Group 1
Stock Issued During Period, Shares, Conversion of Convertible Securities			512,275
Common Stock | Employees
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures			116,667
Common Stock | Group 2
Stock Issued During Period, Shares, Conversion of Convertible Securities			1,017,087
Common Stock | Group 3
Stock Issued During Period, Shares, Conversion of Convertible Securities			138,889
Common Stock | Chief Financial Officer
Stock Issued During Period, Shares, Settlement		200,000	200,000
Stock Issued During Period, Value, Settlement			$ 40,000
Common Stock | Group 4
Stock Issued During Period, Shares, Conversion of Convertible Securities			1,500,000

Note 7 - Commitments and Cont21

Note 7 - Commitments and Contingencies (Details) - Common Stock - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Dec. 31, 2016
Chief Financial Officer
Stock Issued During Period, Shares, Settlement	200,000	200,000
Stock Issued During Period, Value, Settlement		$ 40,000
Counterclaim
Stock Issued During Period, Shares, Settlement		1,400,000
Stock Issued During Period, Value, Settlement		$ 400,000

Note 8 - Loss Per Share (Detail

Note 8 - Loss Per Share (Details) - shares	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	56,581,664	27,558,334

Note 9 - Subsequent Events (Det

Note 9 - Subsequent Events (Details) - USD ($)	Jan. 25, 2017	Jan. 24, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2016	Nov. 07, 2016	Jun. 08, 2015
Warrants exercised			13,985,500		13,985,500
Common Stock
Debt Conversion, Converted Instrument, Shares Issued					1,991,943
Warrant
Debt Instrument, Convertible, Conversion Price						$ 0.20
Exercise price						$ 0.50
Short-term Promissory Note 2 | Warrant
Exercise price			$ 0.50		$ 0.50
Pacific Leaf Ventures LP
Debt Conversion, Converted Instrument, Amount					$ 2,276,750
Debt Instrument, Convertible, Conversion Price			0.25	$ 0.25	$ 0.25		$ 0.50
Exercise price			$ 0.36		$ 0.36
Pacific Leaf Ventures LP | Common Stock
Debt Conversion, Converted Instrument, Amount			$ 1,776,750
Debt Conversion, Converted Instrument, Shares Issued			7,107,000	2,000,000	9,107,000
Subsequent Event
Discounting of Warrants	In order to encourage the exercise of the 15,512,500 warrants issued to investors in private offering dated December 2, 2015 and the 15,000,000 warrants issued to investors in private offering dated August 26, 2016, the Company effected a decrease in the exercise price of the warrants from $0.50 and $0.60, respectfully, to $0.20 per share.
Subsequent Event | Short-term Promissory Note 2
Debt Conversion, Converted Instrument, Amount	$ 500,000
Subsequent Event | Short-term Promissory Note 2 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued	2,500,000
Subsequent Event | Short-term Promissory Note 2 | Warrant
Exercise price	$ 0.20
Subsequent Event | Pacific Leaf Ventures LP
Debt Conversion, Converted Instrument, Amount		$ 338,083
Debt Instrument, Convertible, Conversion Price		$ 0.25
Subsequent Event | Pacific Leaf Ventures LP | Common Stock
Debt Conversion, Converted Instrument, Shares Issued		1,352,332
Subsequent Event | Pacific Leaf Ventures LP | Principal
Debt Conversion, Converted Instrument, Amount		$ 242,938
Subsequent Event | Pacific Leaf Ventures LP | Interest
Debt Conversion, Converted Instrument, Amount		$ 95,145