GB Sciences (GBLX) 10-Q 20 Nov 17 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2017	Nov. 15, 2017
Details
Registrant Name	GB SCIENCES INC
Registrant CIK	1,165,320
SEC Form	10-Q
Period End date	Sep. 30, 2017
Fiscal Year End	--03-31
Trading Symbol	gblx
Tax Identification Number (TIN)	593,733,133
Number of common stock shares outstanding		128,300,407
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Contained File Information, File Number	000-55462
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	3550 W. Teco Avenue
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	Nevada
Entity Address, Postal Zip Code	89,118
City Area Code	866
Local Phone Number	721-0297

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Mar. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 971,286	$ 2,692,953
Accounts Receivable	248,265	0
Inventory	532,752	89,037
Prepaid expenses	561,066	166,378
TOTAL CURRENT ASSETS	2,313,369	2,948,368
Property and Equipment, Net	11,296,124	8,642,677
Deposits	1,257,746	1,203,305
Other Assets	292,289	212,529
TOTAL ASSETS	15,159,528	13,006,879
CURRENT LIABILITIES:
Accounts Payable	76,235	157,152
Accrued Interest	100,294	48,969
Accrued Liabilities	605,184	468,710
Convertible Notes Payable, net of unamortized discount of $4.6 million and $1 million at September 30, 2017 and March 31, 2017, respectively	530,893	2,734
TOTAL CURRENT LIABILITIES	1,312,606	677,565
Convertible Notes Payable	507	155,312
Capital Lease Obligations	6,182,181	3,771,321
TOTAL LIABILITIES	7,495,294	4,604,198
STOCKHOLDERS' (DEFICIT)/ EQUITY:
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 127,927,431 and 124,406,818 shares issued and outstanding at September 30, 2017 and March 31, 2017	12,793	12,441
Additional Paid In Capital	49,012,336	43,569,864
Accumulated Deficit	(41,490,290)	(35,257,045)
TOTAL GB SCIENCES, INC. STOCKHOLDERS' (DEFICIT)/EQUITY	7,534,839	8,325,260
Non-controlling interest	129,395	77,421
TOTAL (DEFICIT)/EQUITY	7,664,234	8,402,681
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY	$ 15,159,528	$ 13,006,879

CONSOLIDATED CONDENSED BALANCE3

CONSOLIDATED CONDENSED BALANCE SHEETS - Parenthetical - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Details
Debt Instrument, Unamortized Discount	$ 4,600,000	$ 1,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	127,927,431	124,406,818
Common Stock, Shares, Outstanding	127,927,431	124,406,818

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Details
NET REVENUE	$ 136,646	$ 0	$ 190,745	$ 0
GENERAL AND ADMINISTRATIVE EXPENSES	2,779,370	2,197,557	5,660,035	3,405,338
LOSS FROM OPERATIONS	(2,642,724)	(2,197,557)	(5,469,290)	(3,405,338)
OTHER INCOME (EXPENSE)
Interest Expense	(530,082)	(297,929)	(786,798)	(456,460)
Other Income/(Expense)	(5,769)	(10,479)	(45,182)	(23,075)
Total other expense	(535,851)	(308,408)	(831,980)	(479,535)
Net loss	(3,178,575)	(2,505,965)	(6,301,270)	(3,884,873)
Net income/(loss) attributable to non-controlling interest	(33,495)	(38,661)	(68,025)	(76,862)
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC.	$ (3,145,080)	$ (2,467,304)	$ (6,233,245)	$ (3,808,011)
Net loss per share - basic and diluted	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.06)
Weighted average common shares outstanding - basic and diluted	127,794,766	67,920,941	126,724,132	59,043,603

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
OPERATING ACTIVITIES:
Net loss	$ (6,301,270)	$ (3,884,873)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	385,184	137,133
Stock-based compensation	1,211,218	1,785,315
Amortization of debt discount and beneficial conversion feature	450,983	316,745
Loss on disposal	0	5,572
Changes in operating assets and liabilities:
Accounts receivable	(248,265)	0
Prepaid expenses and other assets	(394,688)	42,886
Inventory	(443,715)	0
Accounts payable	(80,917)	33,716
Accrued expenses	170,050	(129,807)
Net cash used in operating activities	(5,251,420)	(1,693,313)
INVESTING ACTIVITIES:
Purchase of property and equipment	(513,271)	(957,925)
Change in deposits and other assets	(134,561)	(21,856)
Net cash used in investing activities	(647,832)	(979,781)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	4,550	4,140,354
Proceeds from non-controlling interest	120,000	165,000
Proceeds from convertible notes payable	4,119,500	500,000
Payments to Acquire Long-term Investments	(66,465)	(94,898)
Other financing activities	0	(154)
Net cash provided by financing activities	4,177,585	4,710,302
Net change in cash and cash equivalent	(1,721,667)	2,037,208
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD	2,692,953	34,824
CASH AND CASH EQUIVALENT AT END OF PERIOD	971,286	2,072,032
Non-cash transactions:
Stock issued to settle payables	0	590,777
Stock issued to upon conversion of long-term note payable	184,731	500,000
Stock issued to settle legal obligations	0	410,840
Capital lease obligation	2,525,000	3,900,000
Stock and warrants issued upon amendment of long-term note	$ 0	$ 875,663

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Sep. 30, 2017
Notes
Note 1 - Basis of Presentation and Significant Accounting Policies	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 expects that adoption of this guidance will result in the recognition of rig-of-use assets and related obligations. The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is required to adopt the guidance on January 1, 2018 and will apply the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders' equity upon adoption of the new standard is not expected to be material. The Company is currently evaluating the impact of ASC 606 when adopted on its consolidated financial position and result 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	6 Months Ended
	Sep. 30, 2017
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 $41.5 million at September 30, 2017. In addition, the Company has consumed cash in its operating activities of approximately $5.2 million for the six months ended September 30, 2017 compared to $1.7 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 securing capital necessary to achieve 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	6 Months Ended
	Sep. 30, 2017
Notes
Note 3 - Convertible Notes	During the three months ended June 30, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $1,034,500. The Notes are payable within three years of issuance and are convertible into 4,138,000 shares of the Company’s common stock. The Company also issued 4,138,000 common stock warrants to the Note holders. The warrants are exercisable 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 $0.60 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 $487,957 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 $480,236 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years. During the three months ended September 30, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $3,085,000. The Notes are payable within three years of issuance and are convertible into 12,340,000 shares of the Company’s common stock. The Company also issued 12,340,000 common stock warrants to the Note holders. The warrants are exercisable 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 $0.65 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 $1,541,797 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 $1,532,335 recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model.

Note 4- Note Payable

Note 4- Note Payable	6 Months Ended
	Sep. 30, 2017
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 was reduced by $1,776,750. On January 24, and February 22, 2017, the Company received additional notices from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $413,085 ($317,938 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 1,652,332 shares of its common stock ($413,083 converted at a price of $0.25 per share) to Pacific Leaf and the Company’s indebtedness pursuant to the Note was reduced to $0.2 million. On May 12, 2017, the Company received notice from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $184,805 ($154,805 principal and $30,000 accrued interest) 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 Note was reduced by $184,805.

Note 5 - Capital Lease

Note 5 - Capital Lease	6 Months Ended
	Sep. 30, 2017
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 Agreement for 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 payments discounted at an 11.6% interest rate. In August 2017, GB Sciences Louisiana, LLC entered into the Lease Agreement with Petroleum Drive Investment, LLC for 36,125 square feet of interior space on approximately 5.38 acres of land located at 18350 Petroleum Drive, Baton Rouge, LA 70809. The Lease Agreement is for an initial term of five years with two options to extend the lease for five years, or until June 30, 2032. The monthly rent payments per the Lease Agreement are $25,588 through June 30, 2022. If the Company exercises its first and second options to extend, monthly rent payments will increase to $28,147 beginning August 1, 2022, and to $30,966 beginning August 1, 2027. The Company analyzed the transaction in accordance with the applicable accounting guidance determining that the aggregate amount of $2.5 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 payments discounted at a 10.2% interest rate.

Note 6 - Capital Transactions

Note 6 - Capital Transactions	6 Months Ended
	Sep. 30, 2017
Notes
Note 6 - Capital Transactions	Note 6 – Capital Transactions During the six months ended September 30, 2017, the Company issued an aggregate of 3,520,613 shares of common stock, as follows:  The Company issued 2,191,994 shares of its common stock to a third-party brokerage firm as a result of a cashless exercise of 2,281,000 compensation warrants at the exercise price of $0.01 per share and recorded a related expense of $0.6 million  On May 12, 2017, the Company received notice from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $184,805 ($154,805 principal and $30,000 accrued interest) 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 739,220 shares of its common stock ($184,805 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 $184,805.  The Company issued 485,871 shares in exchange for consulting services and recorded a related expense of $0.1 million. The Company also issued 82,528 shares of common stock to employees and recorded an expense of $0.02 million.  The Company issued 21,000 shares of its common stock in connection with the exercise of warrants at $0.20 per share. Options and Warrants During the six months ended September 30, 2017, the Company issued 550,000 stock options under the 2014 Equity Incentive Plan to various consultants. The options are exercisable upon vesting for a period of 10 years from issuance at an exercise price ranging from $0.24 to $0.35 per share per share. The Company has recognized total of $0.04 million in share-based compensation expense related to options vested to date. During the six months ended September 30, 2017, the Company issued 250,000 stock options under the 2014 Equity Incentive Plan to its employees. The options are exercisable upon vesting for a period of 10 years from issuance at an exercise price ranging from $0.27 to $0.28 per share per share. The Company has recognized total of $0.06 million in share-based compensation expense related to options vested to date. During the six months ended September 30, 2017, the Company issued warrants to purchase 4,138,000 shares of its common stock at the price of $0.60 per share and warrants to purchase 12,340,000 shares of its common stock at the price of $0.65 per share for the period of three years to various holders of its convertible notes. Convertible notes have combined face value of $4,119,500. The Company recorded a discount of $2,012,571 based on the fair value of the warrants attached to the notes. This value was derived using the Black-Scholes valuation model.

Note 7 - Commitments and Contin

Note 7 - Commitments and Contingencies	6 Months Ended
	Sep. 30, 2017
Notes
Note 7 - Commitments and Contingencies	Note 7 – Commitments and Contingencies On September 18, 2017 GB Sciences finalized its agreement with Louisiana State University (“LSU”) AgCenter to be the sole operator of the LSU’s medical marijuana program. The LSU Board of Supervisors entered into a five-year agreement—that has an option to renew for two additional five-year terms—with GB Sciences. The contract includes the Company’s commitment to make a minimum financial contribution to the LSU AgCenter in the amount of $3.4 million, or a 10% commission of gross receipts, in addition to annual research investments of $500,000 to the LSU AgCenter. The monetary contributions would be used to conduct research on plant varieties, compounds, extraction techniques and delivery methods that could generate additional revenue through discoveries that are subject to intellectual property rights, which AgCenter would retain 50% of those rights. As of September 2017, GB Sciences made payments totaling $500,000 toward its obligations under the agreement. From time to time, the Company may become 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	6 Months Ended
	Sep. 30, 2017
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 58,197,413 and 39,882,413 of potentially dilutive common shares at September 30, 2017 and March 31, 2017, 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 - Related Party Transact

Note 9 - Related Party Transactions	6 Months Ended
	Sep. 30, 2017
Notes
Note 9 - Related Party Transactions	Note 9 – Related Party Transactions During the fiscal year ended March 31, 2017, the Company entered into a consulting contract with Quantum Shop, a Company owned by a relative of one of the Company’s executives. Per the terms of the agreement, Quantum Shop is to provide GB Sciences with research, design, development, fabrication, and production services. During the year ended March 31, 2017, the Company made a payment of $50,000 to the Quantum Shop in relation to the services provided. During the six months ended September 30, 2017, additional payments of $149,903 were made to Quantum Shop in relation to the services provided. During the year ended March 31, 2017, the Company entered into an advisory agreement with Electrum Partners, LLC, a company whose President resides on GB Sciences’ Board of Directors and serves as a Chair of the Audit Committee. The agreement has a term of one year and is renewable for a successive one-year period. During the six months ended September 30, 2017, the Company made payments totaling $75,562 to Electrum Partners, LLC and issued 283,296 shares of its restricted stock. During the six months ended September 30, 2017, the Company entered into a consulting contract with Monica Poss, a relative of one of the Company’s executives. Per the terms of the agreement, Ms. Poss is to provide GB Sciences with advisory services. The Company made payments of $10,927 and issued 17,650 shares of our common stock at an expense of $4,500 relating to services provided during the six months ended September 30, 2017.

Note 10 - Subsequent Events

Note 10 - Subsequent Events	6 Months Ended
	Sep. 30, 2017
Notes
Note 10 - Subsequent Events	Note 10 – Subsequent Events Private Placement Agreement Subsequent to September 30, 2017, the Company raised additional $800,000 under an existing Placement Agent’s Agreement with a third-party brokerage firm to offer for sale a maximum of up to 6,500 units at the price of $1,000 per unit for the combined total of $6.5 million. Each unit consists of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per shares for the period of three years. As a result, the Company issued 3,200,000 warrants.

Note 1 - Basis of Presentatio16

Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Sep. 30, 2017
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, 2018. The balance sheet at March 31, 2017 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, 2017.
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	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 Company.
Significant Accounting Policies	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, 2017.
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 expects that adoption of this guidance will result in the recognition of rig-of-use assets and related obligations. The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is required to adopt the guidance on January 1, 2018 and will apply the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders' equity upon adoption of the new standard is not expected to be material. The Company is currently evaluating the impact of ASC 606 when adopted on its consolidated financial position and result 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 ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017
Accumulated Deficit	$ (41,490,290)		$ (35,257,045)
Net cash used in operating activities	(5,251,420)	$ (1,693,313)
Approximate
Accumulated Deficit	41,500,000
Net cash used in operating activities	$ 5,200,000	$ 1,700,000

Note 3 - Convertible Notes (Det

Note 3 - Convertible Notes (Details)	1 Months Ended		6 Months Ended
	Jul. 31, 2017	Mar. 31, 2017USD ($)$ / sharesshares	Sep. 30, 2017USD ($)$ / shares	Jun. 30, 2017USD ($)
Debt Instrument, Unamortized Discount		$ 1,000,000	$ 4,600,000
Private Placement Terms	In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years
Short Term Promissory Note 1
Debt Instrument, Face Amount		$ 965,500	$ 4,119,500	$ 1,034,500
Class of Warrant, Outstanding | shares		3,862,000
Class of Warrant, Exercise Price | $ / shares		$ 0.60	$ 0.60
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 416,733	$ 487,957
Debt Instrument, Unamortized Discount		$ 548,767	$ 2,012,571	$ 480,236
Short Term Promissory Note 1 | Common Stock
Debt Instrument, Convertible, Number of Equity Instruments		3,862,000	4,138,000
Private Placement of 6% Convertible Promissory Notes
Debt Instrument, Face Amount			$ 3,085,000
Debt Instrument, Convertible, Number of Equity Instruments			12,340,000
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 1,541,797
Debt Instrument, Unamortized Discount			$ 1,532,335
Warrants Outstanding			12,340,000
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 0.65

Note 4- Note Payable (Details)

Note 4- Note Payable (Details) - Pacific Leaf Ventures Lp - USD ($)	1 Months Ended	2 Months Ended		3 Months Ended	6 Months Ended
	Aug. 31, 2016	Feb. 28, 2017	Nov. 30, 2016	Mar. 31, 2016	Sep. 30, 2017	May 12, 2017	Feb. 22, 2017	Nov. 10, 2016	Feb. 08, 2016	Jun. 08, 2015
Debt Instrument, Face Amount										$ 1,750,000
Debt Instrument, Convertible, Conversion Price										$ 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
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%
Class of Warrant, Outstanding					1,500,000
Investment Warrants, Exercise Price	$ 0.36
Common Stock
Stock Issued During Period, Shares, Other	1,000,000
Warrant
Allocated Share-based Compensation Expense	$ 900,000
Short Term Promissory Note 4
Debt Instrument, Face Amount					$ 500,000
Debt Instrument, Convertible, Conversion Price					$ 0.25
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Debt Conversion, Converted Instrument, Amount					$ 500,000
Short Term Promissory Note 4 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued					2,000,000
Convertible Promissory Note
Debt Instrument, Convertible, Terms of Conversion Feature					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
Short Term Promissory Note 5
Debt Instrument, Face Amount								$ 1,776,750
Debt Instrument, Convertible, Conversion Price								$ 0.25
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Debt Conversion, Converted Instrument, Amount			$ 1,776,750
Short Term Promissory Note 5 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued			7,107,000
Short Term Promissory Note 6
Debt Instrument, Face Amount							$ 413,085
Debt Instrument, Convertible, Conversion Price							$ 0.25
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Long-term Debt, Gross							$ 200,000
Debt Conversion, Converted Instrument, Amount		$ 413,083
Short Term Promissory Note 6 | Principal
Debt Instrument, Face Amount							317,938
Short Term Promissory Note 6 | Interest
Debt Instrument, Face Amount							$ 95,145
Short Term Promissory Note 6 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued		1,652,332
Short Term Promissory Note 7
Debt Instrument, Face Amount					$ 184,805
Debt Instrument, Convertible, Conversion Price						$ 0.25
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Short Term Promissory Note 7 | Principal
Debt Instrument, Face Amount					$ 154,805
Short Term Promissory Note 7 | Interest
Debt Instrument, Face Amount					$ 30,000
Short Term Promissory Note 7 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued					739,220

Note 5 - Capital Lease (Details

Note 5 - Capital Lease (Details) - Pacific Leaf Ventures Lp	3 Months Ended	6 Months Ended
	Sep. 30, 2016	Sep. 30, 2017USD ($)ft²a
Teco Facility Lease
Debt Instrument, Periodic Payment		$ 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
Capital Lease Obligations		$ 3,900,000
Discount Rate		11.60%
GB Sciences Louisiana Lease
Debt Instrument, Periodic Payment		$ 25,588
Capital Lease Obligations		$ 2,500,000
Discount Rate		10.20%
Area of Real Estate Property | ft²		36,125
Area of Land | a		5.38

Note 6 - Capital Transactions (

Note 6 - Capital Transactions (Details) - USD ($)	1 Months Ended	6 Months Ended
	Aug. 31, 2016	Sep. 30, 2017	Jun. 30, 2017	May 12, 2017	Mar. 31, 2017	Jun. 08, 2015
Stock Issued During Period, Value, Issued for Services		$ 100,000
Stock Granted, Value, Share-based Compensation		20,000
Debt Instrument, Unamortized Discount		$ 4,600,000			$ 1,000,000
2014 Equity Incentive Plan
Options, Granted		550,000
Expiration Period		10 years
2014 Equity Incentive Plan | Employee Stock Option
Allocated Share-based Compensation Expense		$ 40,000
2014 Equity Incentive Plan | Minimum
Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 0.24
2014 Equity Incentive Plan | Maximum
Options, Grants in Period, Weighted Average Grant Date Fair Value		0.35
Short Term Promissory Note 1
Class of Warrant, Exercise Price		$ 0.60			$ 0.60
Debt Instrument, Face Amount		$ 4,119,500	$ 1,034,500		$ 965,500
Debt Instrument, Unamortized Discount		$ 2,012,571	$ 480,236		$ 548,767
Private Placement of 6% Convertible Promissory Notes
Debt Instrument, Convertible, Conversion Price		$ 0.65
Debt Instrument, Face Amount		$ 3,085,000
Debt Instrument, Unamortized Discount		1,532,335
Pacific Leaf Ventures Lp
Debt Instrument, Interest Rate, Stated Percentage						6.00%
Debt Instrument, Convertible, Conversion Price						$ 0.50
Debt Instrument, Face Amount						$ 1,750,000
Pacific Leaf Ventures Lp | Short Term Promissory Note 7
Debt Conversion, Original Debt, Amount		$ 184,805
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Debt Instrument, Convertible, Conversion Price				$ 0.25
Debt Instrument, Face Amount		$ 184,805
Pacific Leaf Ventures Lp | Short Term Promissory Note 7 | Principal
Debt Conversion, Original Debt, Amount		154,805
Debt Instrument, Face Amount		154,805
Pacific Leaf Ventures Lp | Short Term Promissory Note 7 | Interest
Debt Conversion, Original Debt, Amount		30,000
Debt Instrument, Face Amount		$ 30,000
Common Stock
Stock Issued During Period, Shares, New Issues		3,520,613
Stock Issued During Period, Shares, Issued for Services		485,871
Stock Issued During Period, Shares, Share-based Compensation		82,528
Common Stock | A third-party brokerage firm
Stock Issued During Period, Shares, New Issues		2,191,994
Common Stock | Pacific Leaf Ventures Lp | Short Term Promissory Note 7
Debt Conversion, Converted Instrument, Shares Issued		739,220
Warrant
Stock Issued During Period, Shares, New Issues		21,000
Class of Warrant, Exercise Price		$ 0.20
Warrant | Short Term Promissory Note 1
Class of Warrant, Exercise Price		$ 0.60
Non-Option Equity Instruments, Granted		4,138,000
Warrant | Private Placement of 6% Convertible Promissory Notes
Class of Warrant, Exercise Price		$ 0.65
Non-Option Equity Instruments, Granted		12,340,000
Warrant | A third-party brokerage firm
Non-Option Equity Instruments, Exercised		2,281,000
Warrant | Pacific Leaf Ventures Lp
Allocated Share-based Compensation Expense	$ 900,000

Note 7 - Commitments and Cont22

Note 7 - Commitments and Contingencies (Details) - LSU AgCenter	6 Months Ended
	Sep. 30, 2017USD ($)
Minimum Financial Contribution
Other Commitment	$ 3,400,000
Gross receipts, commission	10.00%
Annual Research Investments
Other Commitment	$ 500,000
Research and Development Expense	$ 500,000

Note 8 - Loss per Share (Detail

Note 8 - Loss per Share (Details) - shares	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	58,197,413	39,882,413

Note 9 - Related Party Transa24

Note 9 - Related Party Transactions (Details) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Stock Issued During Period, Value, Issued for Services	$ 100,000
Officer
Related Party Transaction, Amounts of Transaction	$ 10,927
Stock Issued During Period, Shares, Issued for Services	17,650
Stock Issued During Period, Value, Issued for Services	$ 4,500
Quantum Shop
Related Party Transaction, Amounts of Transaction	149,903	$ 50,000
Electrum Partners LLC
Related Party Transaction, Amounts of Transaction	$ 75,562
Stock Issued During Period, Shares, Issued for Services	283,296

Note 10 - Subsequent Events (De

Note 10 - Subsequent Events (Details) - USD ($)	Aug. 11, 2017	Jul. 31, 2017	Sep. 30, 2017	Sep. 30, 2016
Proceeds from convertible notes payable			$ 4,119,500	$ 500,000
Private Placement Terms		In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years
Subsequent Event
Proceeds from convertible notes payable	$ 800,000
Private Placement Terms		an existing Placement Agent’s Agreement with a third-party brokerage firm to offer for sale a maximum of up to 6,500 units at the price of $1,000 per unit for the combined total of $6.5 million. Each unit consists of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per shares for the period of three years
Subsequent Event | Warrant
Non-Option Equity Instruments, Granted	3,200,000