Document and Entity Information
Document and Entity Information | 9 Months Ended |
Dec. 31, 2018 | |
Document And Entity Information | |
Registrant Name | GB SCIENCES INC |
Registrant CIK | 0001165320 |
SEC Form | S-1 |
Period End date | Dec. 31, 2018 |
Fiscal Year End | --03-31 |
Trading Symbol | gblx |
Tax Identification Number (TIN) | 593733133 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
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 | 89118 |
City Area Code | 866 |
Local Phone Number | 721-0297 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 324,055 | $ 3,579,700 | $ 2,692,953 |
Accounts receivable, net of allowance for doubtful accounts of $42,723 and $74,706 at December 31, 2018 and March 31, 2018, respectively | 429,806 | 667,073 | 0 |
Inventory | 2,832,666 | 1,049,372 | 89,037 |
Prepaid expenses | 1,055,427 | 1,956,734 | 166,378 |
TOTAL CURRENT ASSETS | 4,641,954 | 7,252,879 | 2,948,368 |
Property and Equipment, Net | 23,119,337 | 13,759,157 | 8,642,677 |
Intangible assets, net of accumulated amortization of $5,355 and $4,140 at December 31, 2018 and March 31, 2018, respectively | 1,651,267 | 1,404,366 | 154,786 |
Deposits and Prepayments | 1,204,265 | 1,464,457 | 1,203,305 |
Other Assets | 17,824 | 168,895 | 57,743 |
TOTAL ASSETS | 30,634,647 | 24,049,754 | 13,006,879 |
CURRENT LIABILITIES: | |||
Accounts Payable | 2,269,696 | 371,925 | 176,152 |
Accrued Interest | 110,300 | 175,878 | 48,969 |
Accrued Liabilities | 413,385 | 316,090 | 447,710 |
Notes payable, net of unamortized discount of $730,465 and $5.0 million at December 31, 2018 and March 31, 2018, respectively | 1,472,032 | 1,056,301 | 2,734 |
Income tax payable | 737,568 | 0 | |
TOTAL CURRENT LIABILITIES | 5,002,981 | 1,920,194 | 675,565 |
Note payable, net of unamortized discount of $27,563 and $0 at December 31, 2018 and March 31, 2018, respectively | 225,215 | 355,233 | 155,312 |
Capital Lease Obligations | 6,035,581 | 6,142,606 | 3,771,321 |
TOTAL LIABILITIES | 11,263,777 | 8,418,033 | 4,602,198 |
STOCKHOLDERS' EQUITY: | |||
Common Stock, $0.0001 par value, 400,000,000 and 250,000,000 shares authorized, 228,071,805 and 168,616,855 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively | 22,807 | 16,862 | 12,441 |
Additional Paid In Capital | 90,068,083 | 70,961,104 | 43,569,864 |
Accumulated Deficit | (79,760,900) | (58,229,235) | (35,255,045) |
TOTAL GB SCIENCES,INC.STOCKHOLDERS' EQUITY | 10,329,990 | 12,748,731 | 8,327,260 |
Non-controlling interest | 9,040,880 | 2,882,990 | 77,421 |
TOTAL STOCKHOLDERS' EQUITY | 19,370,870 | 15,631,721 | 8,404,681 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,634,647 | $ 24,049,754 | $ 13,006,879 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Text Block [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 228,071,805 | 168,616,855 | 124,406,818 |
Common Stock, Shares, Outstanding | 228,071,805 | 168,616,855 | 124,406,818 |
Allowance for doubtful accounts | $ 42,723 | $ 74,706 | $ 0 |
Accumulated amortization | 5,355 | 4,140 | 3,420 |
Unamortized discount current | 730,465 | 5,000,000 | $ 1,000,000 |
Unamortized discount noncurrent | $ 27,563 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||||
SALES REVENUE | $ 695,764 | $ 1,275,000 | $ 2,728,277 | $ 1,635,136 | $ 2,510,364 | $ 0 |
COST OF GOODS SOLD | (302,569) | (388,259) | (1,185,878) | (557,649) | (782,727) | 0 |
GROSS PROFIT | 393,195 | 886,741 | 1,542,399 | 1,077,487 | 1,727,637 | 0 |
GENERAL AND ADMINISTRATIVE EXPENSES | 2,982,621 | 7,106,605 | 12,015,533 | 12,776,975 | 19,552,288 | 8,933,111 |
LOSS FROM OPERATIONS | (2,589,426) | (6,219,864) | (10,473,134) | (11,699,488) | (17,824,651) | (8,933,111) |
OTHER INCOME (EXPENSE) | ||||||
Interest Expense | (321,149) | (1,131,466) | (4,870,182) | (1,918,264) | (5,176,361) | (901,134) |
Other income/(expense) | (402,504) | 389,151 | (3,352,311) | 354,308 | (158,213) | (248,858) |
Total other expense | (723,653) | (742,315) | (8,222,493) | (1,563,956) | (5,334,574) | (1,149,992) |
NET LOSS BEFORE INCOME TAX EXPENSE | (3,313,079) | (6,962,179) | (18,695,627) | (13,263,444) | ||
Income tax expense | (737,568) | 0 | (737,568) | 0 | 0 | 0 |
NET LOSS | (4,050,647) | (6,962,179) | (19,433,195) | (13,263,444) | (23,159,225) | (10,083,103) |
Net loss attributable to non-controlling interest | (287,406) | 0 | (762,966) | (68,025) | (185,035) | (173,273) |
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC. | $ (3,763,241) | $ (6,962,179) | $ (18,670,229) | $ (13,195,419) | $ (22,974,190) | $ (9,909,830) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.05) | $ (0.09) | $ (0.10) | $ (0.17) | $ (0.13) |
Weighted average common shares outstanding - basic and diluted | 222,856,453 | 128,301,565 | 200,971,724 | 127,389,398 | 132,934,141 | 79,002,685 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interest | Total |
Stockholders Equity, Beginning balance at Mar. 31, 2016 | $ 4,733 | $ 18,878,818 | $ (20,779,862) | $ (78,603) | $ (1,974,914) |
Shares, Outstanding Beginning balance at Mar. 31, 2016 | 47,335,147 | ||||
Issuance of stock for debt conversion, value | $ 1,576 | 3,688,319 | 3,689,895 | ||
Issuance of stock for debt conversion, shares | 15,760,165 | ||||
Exercise of warrants for stock, value | $ 2,561 | 5,118,673 | 5,121,234 | ||
Exercise of warrants for stock, shares | 25,606,171 | ||||
Issuance of stock for services, value | $ 92 | 464,396 | 464,488 | ||
Issuance of stock for services, shares | 916,300 | ||||
Issuance of common stock to settle payables, value | $ 199 | 640,763 | 640,962 | ||
Issuance of common stock to settle payables, shares | 1,991,943 | ||||
Share based compensation expense | 1,574,145 | 1,574,145 | |||
Issuance of warrants | 1,824,973 | 1,824,973 | |||
Issuance of stock for cash, value | $ 2,987 | 4,623,084 | 4,626,071 | ||
Issuance of stock for cash, shares | 29,872,500 | ||||
Beneficial conversion feature on notes payable | 1,315,500 | 1,315,500 | |||
Contributions from non-controlling interest | 329,296 | 329,296 | |||
Induced Dividend from warrant exercises | 4,565,353 | (4,565,353) | |||
Stock issued to settle legal obligations, value | 160 | 410,840 | 411,000 | ||
Stock issued to settle legal obligations, shares | 1,600,000 | ||||
Stock issued for modification of notes payable, value | 100 | 359,900 | 360,000 | ||
Stock issued for modification of notes payable, shares | 1,000,000 | ||||
Stock issued to employees, value | $ 27 | 85,853 | 85,880 | ||
Stock issued to employees, shares | 266,345 | ||||
Compensation Warrants, value | $ 6 | 19,247 | 19,253 | ||
Compensation Warrants, shares | 58,247 | ||||
Net Loss | (9,909,830) | (9,909,830) | |||
Loss attributable to non-controlling interest | (173,272) | (173,273) | |||
Stockholders Equity, Ending balance at Mar. 31, 2017 | $ 12,441 | 43,569,864 | (35,255,045) | 77,421 | 8,404,681 |
Shares, Outstanding, Ending Balance at Mar. 31, 2017 | 124,406,818 | ||||
Issuance of stock for debt conversion, value | $ 1,523 | 3,804,711 | 3,806,234 | ||
Issuance of stock for debt conversion, shares | 15,231,828 | ||||
Exercise of warrants for stock, value | $ 417 | 3,783 | 4,200 | ||
Exercise of warrants for stock, shares | 4,168,940 | ||||
Issuance of stock for services, value | $ 192 | 667,386 | 667,578 | ||
Issuance of stock for services, shares | 1,928,845 | ||||
Share based compensation expense | 1,821,294 | 1,821,294 | |||
Issuance of stock for cash, value | $ 1,800 | 7,198,200 | 7,200,000 | ||
Issuance of stock for cash, shares | 18,000,000 | ||||
Beneficial conversion feature on notes payable | 8,120,988 | 8,120,988 | |||
Contributions from non-controlling interest | 3,120,000 | 3,120,000 | |||
Deconsolidation of GB Sciences Puerto Rico, LLC | (129,396) | (129,396) | |||
Stock issued to settle Pacific Leaf royalty agreement, value | $ 160 | 1,039,840 | 1,040,000 | ||
Stock issued to settle Pacific Leaf royalty agreement, share | 1,600,000 | ||||
Stock issued to employees, value | $ 20 | 33,466 | 33,486 | ||
Stock issued to employees, shares | 195,140 | ||||
Compensation Warrants, value | $ 309 | 4,701,572 | 4,701,881 | ||
Compensation Warrants, shares | 3,085,284 | ||||
Net Loss | (22,974,190) | (22,974,190) | |||
Loss attributable to non-controlling interest | (185,035) | (185,035) | |||
Stockholders Equity, Ending balance at Mar. 31, 2018 | $ 16,862 | $ 70,961,104 | $ (58,229,235) | $ 2,882,990 | $ 15,631,721 |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 168,616,855 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (19,433,195) | $ (13,263,444) | $ (23,159,225) | $ (10,083,103) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 487,924 | 600,725 | 804,788 | 415,979 |
Stock-based compensation | 2,322,630 | 4,623,657 | 7,224,239 | 4,328,497 |
Bad debt expense recovery | (18,175) | 0 | 74,706 | 0 |
Amortization of debt discount and beneficial conversion feature | 685,766 | 1,328,908 | 1,620,709 | 530,484 |
Interest expense on conversion of notes payable | 3,464,187 | 0 | 2,647,445 | 248,858 |
Loss on disposal | 0 | 5,572 | ||
Gain on sale of membership interest in GB Sciences Puerto Rico, LLC | (357,968) | 0 | ||
Stock issued for settlement of Pacific Leaf royalty agreement | 2,140,925 | 0 | (1,269,818) | 0 |
Loss on disposition of THC LLC Note | 113,623 | 0 | ||
Gain on sale of assets | 0 | (357,968) | ||
Changes in operating assets and liabilities: | ||||
Accounts Receivable | 255,442 | (552,501) | ||
Prepaid expenses and other assets | 704,640 | (300,878) | (1,962,470) | (82,702) |
Inventory | (1,647,252) | (518,371) | ||
Accounts payable | 1,897,771 | (64,467) | 975,591 | 61,906 |
Accrued expenses | 756,390 | 481,830 | 1,154,009 | 105,514 |
Income taxes payable | 737,568 | 0 | ||
Net cash used in operating activities | (7,531,756) | (8,022,509) | (12,247,994) | (4,468,995) |
INVESTING ACTIVITIES: | ||||
Cash deconsolidated on sale of membership interest in GB Sciences Puerto Rico, LLC | 0 | (19,417) | (19,417) | 0 |
Payments on capital lease obligations | (559,892) | 0 | (740,680) | |
Purchase of property and equipment | (9,843,521) | (1,210,481) | (3,429,751) | (3,052,270) |
Change in deposits and other assets | (89,887) | (246,793) | (1,213,671) | (1,144,053) |
Net cash used in investing activities | (10,493,300) | (1,476,691) | (5,403,519) | (4,196,323) |
FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock and warrants | 8,823,555 | 0 | 7,200,000 | 9,749,465 |
Proceeds from issuance of debt | 300,000 | 0 | ||
Proceeds from non-controlling interest | 6,920,856 | 120,000 | 3,120,000 | 329,134 |
Proceeds from convertible notes payable | 0 | 8,235,500 | 8,235,500 | 1,620,305 |
Payments under long-term obligations | (275,000) | (66,465) | (21,440) | (375,457) |
Other financing activities | 0 | 4,619 | 4,200 | 0 |
Payments made to settle Pacific Leaf Royalty Agreement | (1,000,000) | 0 | ||
Net cash provided by financing activities | 14,769,411 | 8,293,654 | 18,538,260 | 11,323,447 |
Net change in cash and cash equivalent | (3,255,645) | (1,205,546) | 886,747 | 2,658,129 |
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD | 3,579,700 | 2,692,953 | 2,692,953 | 34,824 |
CASH AND CASH EQUIVALENT AT END OF PERIOD | 324,055 | 1,487,407 | 3,579,700 | 2,692,953 |
Non-cash transactions: | ||||
Stock issued to settle payables | 0 | 590,777 | ||
Stock issued to upon conversion of long-term note payable | 4,640,971 | 656,886 | 3,806,234 | 3,688,319 |
Stock issued to settle legal obligations | 0 | 460,840 | ||
Stock issued to settle Pacific Leaf Royalty Agreement | 131,000 | 0 | 1,040,000 | 0 |
Capital lease obligation | 0 | 2,525,000 | 2,525,000 | 3,900,000 |
Stock and warrants issued upon amendment of long-term note payable | 0 | 875,663 | ||
Induced dividend from warrant exercises | $ 2,861,436 | $ 0 | $ 0 | $ 4,565,192 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1 - Background and Basis of Presentation | Note 1 - Background and Basis of Presentation Background The Company seeks to be an innovative technology and solution company that converts the cannabis plant into medicines, therapies and treatments for a variety of ailments. The Company is developing and utilizing state of the art technologies in plant biology, cultivation and extraction techniques, combined with biotechnology, and plans to produce consistent and measurable medical-grade cannabis, cannabis concentrates and cannabinoid therapies. We seek to become a trusted producer of consistent and efficacious medicinal strains and products, combining both cannabinoids and terpenes, which we intend to market in those states within the United States and in other countries where the sale of medical cannabis products are permitted. In addition, subject to obtaining Food and Drug Administrative (FDA) certification, we intend to market our cannabinoid-based drug discoveries on a world-wide basis. We were incorporated in the State of Delaware on April 4, 2001, under the name “Flagstick Venture, Inc.” On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing our then name “Signature Exploration and Production Corp.” as our business model had changed. On March 13, 2014, we entered into a definitive asset purchase agreement for the acquisition of assets, including the Growblox™ cultivation technology which resulted in a change in our corporate name on April 4, 2014, from Signature Exploration and Production Corporation to Growblox Sciences, Inc. Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval as reported in the Form 8-K filed on October 14, 2016. Pursuant to the amendment the Company’s name was changed from Growblox Sciences, Inc. to GB Sciences, Inc. Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from 250,000,000 to 400,000,000. Recent Developments Our wholly-owned subsidiary GB Sciences Nevada, LLC (“GBSN”) leases a warehouse facility at 3550 W. Teco Avenue, Las Vegas Nevada. On January 4, 2017, GBSN received a State Registration Certificate (“Certificate”) for its 28,000-sq. ft. cannabis cultivation facility located in Las Vegas, NV. The receipt of the Certificate allows the Company to cultivate medical cannabis. Phase 1 of the GBSN cultivation facility opened with 200 grow lights. When all phases of construction are completed, the facility is expected to generate revenues of $10 million. Completion of all Phases of this facility is dependent upon the availability of capital to complete construction. The Company has made completion of all Phases of this facility its number one priority. On October 4, 2016, we acquired a 60% interest in a Nevada Medical Marijuana Production License with an option of up to 80%. A production license enables us to convert cannabis plants into to oils and extracts that are suitable for creating medical compounds as well as consumer products. This license is critical and essential to our plan of producing cannabis-based medicines and must be integrated into our cultivation facility to ensure quality control standards and efficiency in our production of cannabis medicines. On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. On March 31, 2017, we entered into an agreement with Arizona-based company, Kush Cups, to produce cannabis-infused products in the state of Nevada. Cannabis for production will be grown in our Cultivation Labs facility in Las Vegas, NV. We will distribute cannabis-infused Keurig-compatible K-Cups, hot and cold brew coffees as well as infused teas. We expect our products to compete well in the marketplace because of the considerable efforts we have made in the plant genetics and tissue culturing of our proprietary strains of cannabis. And, we are the exclusive Nevada grower of Kyle Kushman's proprietary marijuana strains which have been highly rated top sellers in California. On November 1, 2017, the Company entered into an Edibles Production Agreement (the “EPA”) with The Happy Confections, L.L.C. (“THCLLC”) through the Company’s wholly-owned subsidiary, GB Sciences Las Vegas, LLC (“GBSLV”). Dr. Andrea Small-Howard, a member of GB Science’s Board of Directors, is a Co-Managing Member of THCLLC. Under the EPA, THCLLC is to produce cannabis-infused baked goods and other edibles in GBSLV’s production facility upon approval of GBSLV’s Nevada Medical Marijuana Production License. The Company will receive a royalty of between 20% and 25% on all sales of edibles produced by THCLLC. Contemporaneously with the EPA, the Company entered into a Non-Revolving Credit Line Agreement and Non-Revolving Credit Line Promissory Note (together, the “THC Note” or “Note”) to advance up to $300,000 to THCLLC for the purpose of expanding THCLLC’s operations. The Note bears interest at a rate of 1.29% per annum. Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. Under the EPA, the Company is to provide accounting and bookkeeping services to THCLLC. In connection with the EPA and THC note, the Company entered into a Reimbursement Agreement for facility expenses and accounting services. Under the Reimbursement Agreement, the Company will be reimbursed $4,500 per month for facility expenses and $2,000 per month for accounting and bookkeeping services. In light of the fact that The Company will be providing the accounting and bookkeeping services to THCLLC, the Company may deduct royalties, facility expenses, and accounting expenses directly from the accounts of THCLLC. On January 31, 2018 the Company entered into a Contract Farming Agreement with Colorado Hemp Project Limited (“CHP”) for the development and cultivation of boutique help genetics and new strains of hemp which will provide the key ingredient in proprietary CBD formulations. Per the terms of the agreement, the Company leased 8 acres of land on which CHP planted 2000 seeds per acre. CHP is responsible for providing genetics, land, water, planting, cultivation, any soil amendments needed, harvest, drying and stripping into whole plant composite for extraction, if desired. In return, GB Sciences is obligated to pay for all production expenses and delivery or shipping for the total of $16,750 per acre of land farmed. On March 15, 2018, the Company leased additional 5 acres of land from CHP under the same terms as those included in the original agreement. Intellectual Property Through its wholly owned subsidiary, Growblox Life Sciences (“GBLS”), the Company retained Fenwick & West, a Silicon Valley based law firm focusing on life sciences and high technology companies with a nationally top-ranked intellectual property practice, to develop strategies for the protection of the Company's intellectual property. As of March 31, 2018, the following patent applications have been filed: Two patent applications (USPTO & PCT) 10/2017_Cannabis-based Formulas to treat Neurodegenerative Disorders (PD, AD, dementia) 02/2018_Cannabis-based Formulas to treat Anti-Inflammatory Disorders (asthma, IBD, etc.) Three provisional patent applications (USPTO) 10/2016_Cannabis-based Formulas to treat Neurodegenerative Disorders (PD, AD, dementia) 02/2017_Cannabis-based Formulas to treat Anti-Inflammatory Disorders (asthma, IBD, etc.) 05/2017_Myrcene-based Formulas to treat Heart Disorders & Pain Two licensed patents complete the GBLS portfolio: Two licensed patents (USPTO & PCT) 03/2017_Licensed Cannabinoid Receptor-based Heart Disease Patent (approved) 10/2017_Exclusive Worldwide License on Time-Released Cannabinoid Nanoparticles (approved in Spain, applied in the US, Canada, and Europe) The Company runs a lean drug development program and minimizes expenses, including personnel, overhead, and fixed capital expenses (such as lab and diagnostic equipment), through strategic partnerships with Universities and Contract Research Organizations (“CROs”). Through these research and development agreements, the Company has created a virtual pipeline for the further development of novel medicines extracted from the cannabis plant. The partners bring both expertise and infrastructure at a reasonable cost to the life sciences program. GB Sciences has also negotiated with these partners to keep 100% of the ownership of the IP within GBLS for original patent filings. |
Note 2 - Going Concern
Note 2 - Going Concern | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
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 $79.8 million at December 31, 2018. In addition, the Company has consumed cash in its operating activities of approximately $7.5 million for the nine months ended December 31, 2018, compared to $8.0 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 2 - Going Concern The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception. For the years ended March 31, 2018 and 2017, the Company sustained net losses of approximately $23.0 million and $9.9 million respectively and had an accumulated deficit of approximately $58.2 million and $35.3 million respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals. In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern. |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 3 - Basis of Presentation and Summary of 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, 2019. The balance sheet at March 31, 2018 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, 2018. 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 Company. 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, 2018. Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Revenue Recognition The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts 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 adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. 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 right-of-use assets and related obligations. In August 2016, the FASB issued ASU 2016-15, which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistency on this topic. The standard is effective for annual and interim periods beginning after December 15, 2017. There were no significant classification modifications upon adoption at April 1, 2018. 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 3 - Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options “Application of Issue No. 98-5 to Certain Convertible Instruments” Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Other Assets Other assets primarily include employee advances and a note receivable related to the operation of our cannabis production facility in Las Vegas, NV Revenue Recognition 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 depicts 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’s only current revenue source is from sales of cannabis, a distinct physical good. Under previous accounting guidance, the Company recognized revenue upon delivery of distinct physical goods to the customer. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. Research and Development Costs Research and development costs are expensed as incurred. Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB-issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. Loss per Share. |
Note 4 - Capital Lease
Note 4 - Capital Lease | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 4 - 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. Amortization of assets under capital leases is included in depreciation expense. The future minimum lease payments required under the capital leases and the net present value of the minimum lease payments as of December 31, 2018, are as follows: Year Ending March 31, Total 2019 (3 months) $178,484 2020 820,107 2021 835,499 2022 851,352 2023 890,712 Thereafter 8,246,770 Total minimum lease payments 11,822,924 Less: Amount representing interest (5,651,347) Present value of minimum lease payments 6,171,577 Less: Current maturities of capital lease obligations (135,996) Long-term capital lease obligations $6,035,581 | Note 4 – 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 were $40,000 through December 31, 2017. Commencing January 1, 2018, the monthly rent payments increased by 3% and 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. On August 4, 2017, the Company entered into a Lease Agreement for the building located at 18350 Petroleum Drive in Baton Rouge, Louisiana, which will be used for the Company’s medical marijuana operations in the State of Louisiana. The Lease is for an initial term of five years beginning on July 1, 2018, 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 chooses to exercise its first option to extend the Lease term, the monthly rent payments will increase to $28,147 per month for the period from July 1, 2022 through June 30, 2027. If the Company chooses to exercise its second option to extend the Lease term, the monthly rent payments will increase to $30,966 per month for the period from July 1, 2027 through June 30, 2032. 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 payment discounted at a 10.3% interest rate. |
Note 5 - Note Payable
Note 5 - Note Payable | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 5 - Note Payable | Note 4– Notes Payable 6% Promissory Note due to Pacific Leaf Ventures, LP 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 (“Pacific Leaf Royalty Agreement”) with Pacific Leaf dated and effective as of February 8, 2016. Per the terms of the Pacific Leaf 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 from 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 Note. 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 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 Note. 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 $200,000. On May 12, 2017, the Company received notice from 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 Note. Accordingly, the Note was reduced by $184,805. February 2018 Agreement On February 23, 2018, the Company and Pacific Leaf entered into the Agreement (“February 2018 Agreement”) whereby all rights and obligations between the parties pursuant to all prior agreements would terminate. Under the terms of the February 2018 Agreement, the Company paid Pacific Leaf $1,269,818 upon the signing of the agreement and was to pay Pacific Leaf an additional $1,500,000 on or before July 31, 2018. The Company would also issue Pacific Leaf 1,600,000 shares of restricted common stock on or before July 31, 2018. Thereafter, no business relationship would exist between the parties and no royalties would be owed. If the Company were unable to make the $1.5 million payment to Pacific Leaf on or before July 31, 2018, the Royalty Agreement and all other agreements that would have been terminated under the terms of the February 2018 Agreement would have continued in full force and effect, and 75% of all payments made under the February 2018 Agreement would have been credited toward royalties owed under the Royalty Agreement. In connection with the February 2018 Agreement, the Company recorded royalty expense of $269,818 in fiscal year 2018 for accrued royalties paid, $250,000 in other expense which represents 25% of the $1 million payment made on February 26, 2018, and $750,000 in prepaid expenses which represents the 75% portion of the $1 million payment which would have been credited toward future royalties in the event the $1.5 million payment were not made on or before July 31, 2018. The market value of the 1.6 million shares issued relating to the February 2018 Agreement was $1,040,000, valued as of the date of the agreement. The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. The Company recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which would have been credited toward future royalties in the event that the final $1.5 million payment were not made on or before July 31, 2018. All amounts related to the February 2018 Agreement recorded in the Company’s Condensed Consolidated Balance Sheet and Statement of Operations for the year ended March 31, 2018, are summarized below: Year Ended March 31, 2018 As of March 31, 2018 Pacific Leaf Ventures LP February 2018 Agreement Royalty Expense Other Expense Prepaid Expense Total Payment made on February 26, 2018 $269,818 $250,000 $750,000 $1,269,818 1,600,000 shares common stock issued in connection with the February 2018 Agreement - 260,000 780,000 1,040,000 Total recorded in Fiscal Year 2018 related to the February 2018 Agreement $269,818 $510,000 $1,530,000 $2,309,818 July 2018 Amendment and Termination Agreement On July 28, 2018, the Company entered into the Amendment and Termination Agreement (“Amendment and Termination Agreement”) with Pacific Leaf. Pursuant to that agreement, the Pacific Leaf Royalty Agreement and all other agreements with Pacific Leaf were terminated in their entirety, and the Company would make payments totaling $1 million of the $1.5 million balance due to Pacific Leaf by August 31, 2018. Because the Amendment and Termination Agreement irrevocably terminated the Pacific Leaf Royalty Agreement, the Company recorded an expense of $1,530,000 in the quarter ended September 30, 2018 related to the prepaid royalties previously recorded on the Condensed Consolidated Balance Sheet in connection with the February 2018 Agreement. The expense is included in the Other Expense caption of the Company’s Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2018. Contemporaneously with the Amendment and Termination Agreement, the Company issued a Promissory Note (“Promissory Note”) for the remaining $0.5 million due to Pacific Leaf. The Promissory Note accrues interest at a rate of 6% per annum and matured on November 30, 2018. In consideration for deferring the payment of the amounts due to Pacific Leaf, the Company issued 100,000 shares of its common stock to Pacific Leaf on July 31, 2018 having a fair market value of $36,000. The Company made cash payments totaling $1.0 million to Pacific Leaf in August 2018 related to the Amendment and Termination Agreement. Both the $36,000 fair value of shares issued to Pacific Leaf and the $1,000,000 in cash payments made to Pacific Leaf in August 2018 are recorded in the Company’s Condensed Consolidated Statement of Operations for the Three and Nine Months Ended December 31, 2018, under the other expense caption. On December 21, 2018, the company made a $100,000 payment on the promissory note. The payment was applied to interest accrued to date of $12,164 and the remaining $87,836 was applied to the principal balance of the Note. As of December 31, 2018, the principal balance of the Note was $412,164 and is recorded in the short-term notes payable caption on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2018. Interest continues to accrue at 6% on the unpaid balance and as of December 31, 2018, $677.53 related to the Note was recorded in accrued interest on the Company’s Condensed Consolidated Balance Sheet. On December 21, 2018, the Company also issued 500,000 shares of its common stock to Pacific Leaf in consideration for further deferral of repayment of the Note. The Company recognized $95,000 in expense related to the shares issued, which is recorded in the Company’s Condensed Consolidated Statement of Operations for the Three and Nine Months Ended December 31, 2018, under the other expense caption. In total, the Company recorded $3.1 million related to the Amendment and Termination Agreement in Other Expense in its Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2018, as summarized in the table below: Amendment and Termination Agreement - As of Amounts Recorded in Other Expense December 31, 2018 Prepaid royalties recorded in February 2018 $1,530,000 Cash payments made in August 2018 1,000,000 Promissory note issued to Pacific Leaf, due on or before November 30, 2018 500,000 100,000 shares common stock issued to Pacific Leaf 36,000 Settlement of convertible note payable and related accrued interest (20,075) 500,000 shares common stock issued to Pacific Leaf on December 21, 2018 95,000 Total $3,140,925 Note due to BCM MED, LLC On December 20, 2018, GB Sciences Louisiana, LLC (“GBSLA") entered into a $300,000 Loan Agreement with BCM MED, LLC (“BCM MED”). BCM MED is a related party to Wellcana Group, LLC, the minority member in GBSLA. The purpose of the financing is to fund operating expenses incurred by or on behalf of medical marijuana operations of GBSLA. Pursuant to the Loan Agreement, GBSLA will make eight (8) monthly installment payments in the amount of $33,333 on or before the 10 th th th Summary of Notes Payable As of December 31, 2018, the following notes payable were recorded in the Company’s Condensed Consolidated Balance Sheet: As of December 31, 2018 Short-Term Notes Payable Face Value Discount Carrying Value Convertible Notes Payable to various investors $1,257,000 $(665,648) $591,352 6% Promissory Note due to Pacific Leaf Ventures, LP 412,164 - 412,164 Note Payable to William Moore and Brian Moore, current portion 233,333 (64,818) 168,516 Note Payable - BCM Med 300,000 - 300,000 Total Short-Term Notes Payable $2,202,498 $(730,466) $1,472,032 Long-Term Notes Payable Note Payable to William Moore and Brian Moore, long-term $252,778 $(27,563) $225,215 Total Long-Term Notes Payable $252,778 $(27,563) $225,215 | Note 5 – Note Payable The Company entered into a Note Purchase Agreement, dated May 12, 2015 and effective as of June 8, 2015, with Pacific Leaf Ventures, LP (“Pacific Leaf”), pursuant to which Pacific Leaf has made installment loans (the “Loans”) to 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 were 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 repay 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). As of March 31, 2017, the Company indebtedness pursuant to the Note was $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. On February 23, 2018, the Company and Pacific Leaf entered into an Agreement whereby all rights and obligations between the parties pursuant to all prior agreements would terminate. Under the terms of the agreement, the Company paid Pacific Leaf $1,269,818.05 upon the signing of the agreement and will pay Pacific Leaf an additional $1,500,000 on or before July 31, 2018. The Company will also issue Pacific Leaf 1,600,000 shares of restricted common stock on or before July 31, 2018. Thereafter, no business relationship will exist between the parties. In the event that the Company is unable to make the $1.5 million payment to Pacific Leaf on or before July 31, 2018, the Royalty Agreement will continue to be in full force and effect, any and all other agreements that would have been terminated under the terms of the February 2018 Agreement will continue to be in full force and effect, and 75% of all payments made under the February 2018 Agreement will be credited toward royalties owed under the Royalty Agreement. In connection with the February 2018 Agreement, the Company recorded royalty expense of $269,818 for accrued royalties paid, $250,000 in other expense which represents 25% of the $1 million payment made on February 26, 2018, and $750,000 in prepaid expenses which represents the 75% portion of the $1 million payment which will be credited toward future royalties in the event the $1.5 million payment is not made on or before July 31, 2018. The market value of the 1.6 million shares issued relating to the February 2018 Agreement was $1,040,000, valued as of the date of the agreement. The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. We recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which will be credited toward future royalties in the event that the final $1.5 million payment is not made on or before July 31, 2018. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 6 - Property and Equipment | Note 6 - Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the asset or, in the case of leasehold improvements amortized over the lesser of the useful life of the asset or the underlying lease term. We recorded depreciation expense of $0.8 million and $0.4 million for the fiscal years ended March 31, 2018 and March 31, 2017, respectively. Property and equipment is comprised of the following: March 31, 2018 2017 Computer and software $ 151,748 $ 151,748 Machinery and equipment 1,094,472 981,130 Leaseholds 4,357,779 4,185,528 Construction in progress 3,193,767 83,812 Capital lease - building 6,425,000 3,900,000 15,222,766 9,302,218 Less accumulated depreciation and amortization (1,463,609) (659,541) Property and Equipment, Net $ 13,759,157 $ 8,642,677 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 7 - Income Taxes | Note 8 – Income Taxes The Company’s effective tax rate was -4.0% and 0% for the nine months ended December 31, 2018 and 2017, respectively. Income tax expense was $737,568 for the nine months ended December 31, 2018. This amount includes $211,423 attributable to current year income taxes, $510,647 attributable to the tax year ended March 31, 2018, and $15,498 in tax penalties attributable to the year ended March 31, 2018. Income tax expense was $0 for the nine months ended December 31, 2017. Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. The Company continues to evaluate its deferred tax asset valuation allowance on a quarterly basis. The Company concluded that, as of December 31, 2018, it is more likely than not that the Company will not have sufficient taxable income within the applicable net operating loss carry-forward period to realize any portion of its deferred tax assets. The Company’s income tax payable was $737,568 as of December 31, 2018, and $0 as of December 31, 2017. The increase in income taxes payable is based on current quarter projections of estimated taxable income and a tax liability attributable to the March 31, 2018 tax year. As of December 31, 2018, the Company had approximately $34.5 million of federal net operating loss carryforwards (“NOLs”) which will begin to expire in 2025. These NOLs have the potential to be used to offset future ordinary taxable income and reduce future cash tax liabilities. Because the Company operates in the legal cannabis industry, it is subject to the limitations of Internal Revenue Code Section 280E (“280E”) for U.S. income tax purposes. Under 280E, the Company is allowed to deduct expenses that are directly related to the production of its products, i.e. cost of goods sold, but is allowed no further deductions for ordinary and necessary business expenses from its gross profit. The Company believes that the deductions disallowed include the deduction of NOLs. The unused NOLs will continue to carry forward and may be used by the Company to offset future taxable income that is not subject to the limitations of 280E. | Note 7 – Income Taxes At March 31, 2018 and 2017 respectively, the Company had net operating loss carryforwards for income tax purposes of approximately $43,764,901 and $22,264,747 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2025 through 2038. Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization. The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2018 2017 Tax benefit computed at U.S. statutory rates $ (4,824,580) $ (3,377,374) Increases (decreases) in taxes resulting from: Non-deductible items 170,052 (25,000) Stock based compensation (5,620) - Change in valuation allowance 4,659,788 3,421,580 State taxes - (19,206) Total $ - $ - The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2018 and 2017: 2018 2017 Deferred tax assets: Net operating loss carryforward $ 9,190,629 $ 7,570,014 Depreciation and Amortization expense (286,240) (391,362) Stock based compensation 752,617 792,991 Total deferred tax assets 9,657,006 7,971,643 Less valuation allowance (9,657,006) (7,971,643) Net deferred tax asset $ - $ - Because of the Company’s lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction and other required state jurisdictions. The Company's periodic tax returns filed in 2015 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. During the year ended March 31, 2018 and 2017, the decrease in the deferred tax asset valuation allowance amounted to approximately $1.7 million and $2.8 million, respectively. |
Note 8 - Convertible Notes
Note 8 - Convertible Notes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 8 - Convertible Notes | Note 3 – Convertible Notes In March 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $965,500. The Notes are payable within three years of issuance and are convertible into 3,862,000 shares of the Company’s common stock. The Company also issued 3,862,000 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 $416,733 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 $548,767 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. 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. During the three months ended December 31, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $4,116,000. The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. The Company also issued 16,464,000 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 $1,600,808 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 $2,417,856 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. 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”) and/or Rule 506 of Regulation D under the Securities Act, as amended. As of December 31, 2018, convertible notes of $591,352 remained outstanding, net of discount of $665,648. The net amount is reported in Notes Payable under the current liabilities section of the Company’s Condensed Consolidated Balance Sheet as of December 31, 2018. | Note 8 – Convertible Notes In February 2016, the Company issued a short-term Promissory Note (“Note”) with a face value of $192,500 resulting in aggregate proceeds of $175,000 reflecting a 9.1% original discount and a nominal rate of 10%. The Note is payable within one year of issuance and is convertible into 962,500 shares of the Company’s common stock and 962,500 common stock purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $94,037 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $66,912 was recorded based on the fair value of the 962,500 warrants attached to the note. This value was derived using the Black-Scholes valuation model. In February, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note (“Note”) issued in February 2016 with face value of $192,500. The Holder had elected to convert all of the Company’s indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 965,500 shares of its common stock ($192,500 converted at a price of $0.20 per share). In March 2016, the Company issued a short-term Promissory Note (“Note”) with a face value of $300,000 resulting in aggregate proceeds of $250,000 reflecting a 16.67% original discount and a nominal rate of 20%. The Note is payable within one year of issuance and is convertible into 1,500,000 shares of the Company’s common stock and 1,500,000 common stock to purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $143,750 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $93,750 was recorded based on the fair value of the 1,500,000 warrants attached to the note. In November, 2016, the Company received a notice that the Noteholder had elected to convert its $300,000 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. In January, 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 2,538,333 shares of its common stock ($500,000 principal and $38,333 accrued interest converted at a price of $0.20 per share). As a result of the conversion, the Company recorded a loss of $0.2 million. In March 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $965,500. The Notes are payable within three years of issuance and are convertible into 3,862,000 shares of the Company’s common stock and 3,862,000 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 $0.60 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 $416,733 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 $548,767 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. 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. During the three months ended December 31, 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $4,116,000. The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. The Company also issued 16,464,000 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 $1,600,808 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 $2,417,856 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model. 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”) and/or Rule 506 of Regulation D under the Securities Act, as amended. |
Note 8 - Loss per Share
Note 8 - Loss per Share | 9 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Note 8 - Loss per Share | Note 9 – 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 108,999,521 and 84,116,413 shares of potentially dilutive common shares at December 31, 2018, and December 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 - Capital Transactions
Note 9 - Capital Transactions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 9 - Capital Transactions | Note 6 – Capital Transactions Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and an increase in authorized capital from 250,000,000 to 400,000,000 shares. During the nine months ended December 31, 2018, the Company issued an aggregate of 59,454,950 shares of common stock, as follows: • • • • • • • • Options and Warrants In connection with the Placement Agent’s Agreement dated August 10, 2018 and as amended August 23, 2018, the Company issued 2,000,000 compensation warrants to the brokers who participated in the offering and recorded a related expense of $0.6 million. Each compensation warrant is for the purchase of one share of the Company’s common stock at a price of $0.60 per share and expires on October 1, 2023. During the nine months ended December 31, 2018, the Company issued 400,000 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 $0.37 to $0.60 per share. The Company has recognized total of $0.8 million in share-based compensation expense related to all outstanding options during the nine months ended December 31, 2018. | Note 9 – Capital Transactions Sale of Common Stock and Warrants Debt Conversions During the year ended March 31, 2018, the Company issued an aggregate 15,231,828 shares of common stock as a result of debt conversions as follows: o During the three months ended December 31, 2017, the Company received notice from convertible note holders of the conversion of a total of $453,500 face value and $18,581 in interest accrued on the related convertible notes. Accordingly, the Company has issued 1,889,048 shares of its common stock based on a $0.25 per share conversion price. In connection with the conversions, $349,956 in unamortized discount on the related notes was recognized as interest expense and the Company has reduced the carrying amount of convertible notes payable by $103,544. o During the three months ended March 31, 2018, the Company received notice from convertible note holders of the conversion of a total of $3,020,500 face value and $128,848 in interest accrued on the related convertible notes. Accordingly, the Company has issued 12,603,560 shares of its common stock based on a $0.25 per share conversion price. In connection with the conversions, $2,297,716 in unamortized discount on the related notes was recognized as interest expense and the Company has reduced the carrying amount of convertible notes payable by $722,784. Exercise of Warrants for Stock During the year ended March 31, 2018, the Company issued 4,168,940 shares of its common stock for the exercise of warrants as follows: Issuance of Stock for Services The Company issued 1,928,845 shares in exchange for consulting services and recorded a related expense of $0.7 million. The Company also issued 195,140 shares of common stock to employees and recorded an expense of $0.03 million. Issuance of Stock for Cash In January Issuance of Stock to Settle Pacific Leaf Royalty Agreement On February 20, 2018, the Company entered into the Agreement (“February 2018 Agreement”) with Pacific Leaf which supersedes and replaces all previous agreements and understandings between the Company and Pacific Leaf. In consideration for the full and complete termination of any and all previous agreements or understandings with Pacific Leaf, the Company paid $269,818 in cash for royalties earned through the date of the February 2018 Agreement, the Company paid $1.0 million in cash on February 26, 2018, the Company agreed to pay $1.5 million on or before July 31, 2018. On April 3, 2018, the Company also issued 1,600,000 shares of its common stock to Pacific Leaf in connection with the February 2018 Agreement. In the event that the Company is unable to make the $1.5 million payment to Pacific Leaf on or before July 31, 2018, the Royalty Agreement will continue to be in full force and effect, any and all other agreements that would have been terminated under the terms of the February 2018 Agreement will continue to be in full force and effect, and 75% of all payments made under the February 2018 Agreement will be credited toward royalties owed under the Royalty Agreement. In connection with the February 2018 Agreement, the Company recorded royalty expense of $269,818 for accrued royalties paid, $250,000 in other expense which represents 25% of the $1 million payment made on February 26, 2018, and $750,000 in prepaid expenses which represents the 75% portion of the $1 million payment which will be credited toward future royalties in the event the $1.5 million payment is not made on or before July 31, 2018. The market value of the 1.6 million shares issued relating to the February 2018 Agreement was $1,040,000, valued as of the date of the agreement. The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. We recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which will be credited toward future royalties in the event that the final $1.5 million payment is not made on or before July 31, 2018. Exercise of Compensation Warrants for Stock During the year ended March 31, 2018, the Company issued 3,085,284 shares of its common stock to a third-party brokerage firm as a result of the cashless exercise of 3,317,375 compensation warrants at the weighted average exercise price of $0.06 per share and recorded a related expense of $0.6 million. Options and Warrants During the year ended March 31, 2018, the Company issued warrants to purchase 32,942,000 shares of its common stock at the price of $0.60 to $0.65 per share for the period of three years to various holders of its convertible notes. Convertible notes issued during the year ended March 31, 2018, have a combined face value of $8,235,500. During the year ended March 31, 2018, the Company recorded a discount of $4,430,427 based on the fair value of the warrants attached to the notes. This value was derived using the Black-Scholes valuation model. In connection with its private placement of common stock in January 2018, the Company issued warrants to purchase 9,000,000 shares of its common stock at a strike price of $0.65 and issued 18,000,000 shares of its common stock for a total of $7,200,000 in cash proceeds. The Company recorded an increase of $7,198,200 to additional paid-in capital related to the private placement. In connection with the private placements above, the Company issued a total of 5,480,000 compensation warrants to a third-party brokerage firm at a price of $0.25 to $1.00 per share and recorded a related expense of $4.1 million. Warrants Outstanding Presented below is a summary of the Company’s warrant activity for the years ended March 31, 2018 and 2017: Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2016 19,315,334 Warrants issued 40,723,250 $0.36-$0.60 Warrants exercised (25,606,171) $0.20 Warrants expired/cancelled (1,500,000) $1.00 Outstanding at March 31, 2017 32,932,413 Warrants issued 51,284,000 $0.60-$1.00 Warrants exercised (9,838,375) $0.01-0.20 Warrants expired/cancelled (8,494,976) $1.00 Outstanding at March 31, 2018 65,883,062 All of the foregoing securities, including GB Sciences common stock, were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 of Regulation D under the Securities Act, as amended. |
Note 10 - Employee Benefit Plan
Note 10 - Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 10 - Employee Benefit Plan | Note 10 – Employee Benefit Plan Share-Based Employee Compensation On February 6, 2008, the Board of Directors adopted the GB Sciences, Inc. 2007 Amended Stock Option Plan (“2007 Plan”). Under the 2007 Plan, 8,000,000 shares of the Company’s restricted common stock may be issuable upon the exercise of options issued to employees, advisors and consultants. The Company revised the plan and the Board of Directors adopted the new 2014 Equity Compensation Plan. On June 30, 2015, GB Sciences filed a Form S-8 Registration Statement with the SEC to register 8,500,000 shares of common stock issuable under stock options to grant to employees and consultants. At the Company’s special meeting of the shareholders held on April 6, 2018, the adoption by the Board of Directors of the 2014 Equity Compensation Plan was ratified by a majority of shareholders present at the meeting, either in person or by proxy. Compensation Expense For the years ended March 31, 2018 and 2017, the Company recorded compensation expense of $1.8 million and $1.3 million respectively, related to employee stock options and restricted stock. The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2018, are presented below: Unrecognized Compensation Cost ($) Weighted Average Period (years) Stock Options 1,053,155 0.60 Total 1,053,155 0.60 Fair Value The closing price of the Company's stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options granted is estimated as of the grant date using the Black-Scholes option pricing model. The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended March 31, 2018 March 31, 2017 Weighted-average volatility 183.55% 174.57% Expected term (in years) 10 10 Risk-free interest rate 2.02% 1.07% Expected volatilities used for award valuation in 2018 and 2017 are based on the peer group volatility. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. Stock Options A summary of option activity as of March 31, 2018 and 2017, and changes during the years then ended, is presented below: Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2016 2,500,000 $0.25 9.23 15,075 Granted 5,050,000 $0.30 Exercised - - Forfeited (600,000) $0.35 Outstanding at March 31, 2017 6,950,000 $0.26 8.05 627,890 Granted 6,400,000 $0.28 Exercised (83,333) $0.32 Forfeited (233,333) $0.28 Outstanding at March 31, 2018 13,033,334 $0.28 8.21 2,646,723 Fully vested and expected to vest at March 31, 2018 5,031,671 $0.27 1,047,477 Exercisable at March 31, 2018 5,031,671 $0.27 1,047,477 Restricted stock awards A summary of the status of the Company’s non-vested restricted stock grants during the years ended March 31, 2017 and 2016 is presented below: Shares Weighted Average Grant Date Fair Value ($) Balance at April 1, 2016 453,333 $0.35 Granted 565,359 Vested (568,692) Forfeited/Cancelled (450,000) Non-vested at March 31, 2017 - - Granted - Vested - Forfeited/Cancelled - Non-vested at March 31, 2018 - - The total fair value of restricted stock that vested during the years ended March 31, 2018 and 2017 was $0, and $0.2 million, respectively. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 11 - 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 December 31, 2018, GB Sciences has made payments totaling $1,500,000 toward its obligations under the agreement. On December 1, 2018, the Company entered into an agreement with EMLL Group, LLC. Upon commencement of future business advisory and consulting services, we will issue warrants to purchase 8 million shares of the Company’s common stock at $0.1125 per share. The Company valued the warrants at $969,197 using the Black-Scholes valuation model and will recognize the expense at the time that EMLL Group provides the services. No services have been provided as of December 31, 2018. On December 6, 2018, the Company entered into an agreement with SylvaCap Media. Upon commencement of future business advisory and consulting services, we will issue warrants to purchase 2 million shares of the Company’s common stock at $0.1125 per share. The Company valued the warrants at $244,000 using the Black-Scholes valuation model and will recognize the expense at the time that SylvaCap Media provides the services. No services have been provided as of December 31, 2018. In connection with the agreement, the Company will also pay a $10,000 monthly fee for 12 months and issue 4 million restricted shares of the Company’s common stock. 2 million shares were due on the date of the contract and have been issued to the consultant. The remaining 2 million shares will be issued on June 6, 2018. From time to time, the Company may become involved in certain legal proceedings and claims which arise in the ordinary course of business. In management’s 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, the Company would record a reserve for the claim in question. If and when the Company records such a reserve, it could be material and could adversely impact its results of operations, financial condition, and cash flows. | Note 11 – 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 December 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 11 - Formation of GBS Glob
Note 11 - Formation of GBS Global Biopharma | 9 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 11 - Formation of GBS Global Biopharma | Note 11 – Formation of GBS Global Biopharma The Company plans to license some of Growblox Life Sciences LLC’s intellectual property to a newly created, wholly-owned Canadian entity, GBS Global Biopharma Inc. The entity was formed in the Province of Ontario during the nine months ended December 31, 2018 and does not currently hold any assets or have any activity to date. It is anticipated that GBS Global Biopharma Inc. will pursue clinical development of the intellectual property, including clinical trials. |
Note 12 - Deposits and Prepayme
Note 12 - Deposits and Prepayments | 12 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Note 12 - Deposits and Prepayments | Note 12 – Deposits and Prepayments Deposits and prepayment balances were $1.5 million and $1.2 million at March 31, 2018 and March 31, 2017, respectively. The increase in deposits and prepayments is primarily due to a $0.3 million escrow deposit related to the Company’s Letter of Intent regarding potential acquisition of 100% interest in NevadaPURE, LLC (“NVPURE LOI”) entered into on March 22, 2018. Subsequent to March 31, 2018, the NVPURE LOI was terminated and the Company received a refund of its $0.3 million deposit on May 9, 2018. |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 13 - Related Party Transactions | Note 10 – 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 nine months ended December 31, 2018, the Company made payments totaling $1.1 million to Quantum Shop primarily related to the build-out of the Company’s cultivation and production facility in Baton Rouge, Louisiana. 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 was renewed for a successive one-year period on March 31, 2018. During the nine months ended December 31, 2018, the Company made payments totaling $73,904 to Electrum Partners, LLC and issued 285,412 shares of its restricted stock at an expense of $99,596. Subsequent to December 31, 2018, the Company terminated its agreement with Electrum Partners, LLC, as described in Note 11 below. On November 1, 2017, the Company entered into an Edibles Production Agreement (the “EPA”) with The Happy Confections, L.L.C. (“THCLLC”) through the Company’s wholly-owned subsidiary, GB Sciences Las Vegas, LLC (“GBSLV”). Dr. Andrea Small-Howard, a member of GB Science’s Board of Directors, is a Co-Managing Member of THCLLC. Under the EPA, THCLLC is to produce cannabis-infused baked goods and other edibles in GBSLV’s production facility upon approval of GBSLV’s Nevada Medical Marijuana Production License. The Company will receive a royalty of between 20% and 25% on all sales of edibles produced by THCLLC. Contemporaneously with the EPA, the Company entered into a Non-Revolving Credit Line Agreement and Non-Revolving Credit Line Promissory Note (together, the “THC Note” or “Note”) to advance up to $300,000 to THCLLC for the purpose of expanding THCLLC’s operations. The Note bears interest at a rate of 1.29% per annum. Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. As of December 31, 2018, the Company has advanced $253,034 under the THC Note. On October 15, 2018, the Company gave notice to The Happy Confections, LLC (“THC LLC”) that Company would not provide any additional financing beyond the $300,000 Credit Line granted under the Non-Revolving Credit Line Agreement dated November 1, 2017. In this notice, the Company requested that THC LLC seek to find additional sources of financing to be able to fund the manufacture of edibles. The Company further notified THC LLC that the Company would terminate the Edibles Production Agreement and all other related agreements with THC LLC if it was unable to acquire additional funding by October 22, 2018. On October 19, 2018, the Company received a response from THC LLC that it was unable to acquire additional funding. Accordingly, the Company has terminated all of its agreements with THCLLC effective October 19, 2018 and took possession of all tangible assets owned by THCLLC on October 22, 2018, as collateral for the balance owed under the Note. These assets include kitchen and production machinery and equipment, leasehold improvements, and inventory that will be used in the Company’s production operations at the Teco Facility. The Company assessed the Fair Value of the machinery and equipment received at $139,411 and has capitalized that amount in fixed assets during the quarter ended December 31, 2018. All of the machinery and equipment received from THC LLC was placed in service for use in the Company’s production facility during December 2018. The Company also recorded $113,623 as other expense in its Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2018, which represents the remaining balance of the outstanding note receivable from THC LLC. | Note 13 - 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 year ended March 31, 2018, the Company made additional payments totaling $1.7 million to Quantum Shop primarily related to the build-out of the Company’s cultivation and production facility in Baton Rouge, Louisiana. During the year ended March 31, 2017, the Company entered into an advisory agreement with Electrum Partners, LLC, (“Electrum Partners”) a company whose President resides on GB Sciences’ Board of Directors and serves as a Chair of the Audit Committee. Per the terms of the agreement, Electrum Partners shall be compensated $5,000 monthly with the initial payment due upon the execution of the consulting agreement. Electrum Partners is also to receive an additional $10,000 each month in restricted stock. The agreement has a term of one year and is renewable for a successive one-year period. The agreement was renewed for its second one-year period in March 2018. During the year ended March 31, 2017, the Company made payments totaling $75,562 to Electrum Partners and issued 34,996 shares of its restricted stock. During the year ended March 31, 2018, the Company made payments totaling $75,562 to Electrum Partners and issued 499,102 shares of its restricted stock. During the year ended March 31, 2018, 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 $32,626 and issued 46,706 shares of its common stock at an expense of $11,473 relating to services provided during the twelve months ended March 31, 2018. On November 1, 2018, the Company entered into an Edibles Production Agreement (the “EPA”) with The Happy Confections, L.L.C. (“THCLLC”) through the Company’s wholly-owned subsidiary, GB Sciences Las Vegas, LLC (“GBSLV”). Dr. Andrea Small-Howard, a member of GB Science’s Board of Directors, is a Co-Managing Member of THCLLC. Under the EPA, THCLLC is to produce cannabis-infused baked goods and other edibles in GBSLV’s production facility upon approval of GBSLV’s Nevada Medical Marijuana Production License. The Company will receive a royalty of between 20% and 25% on all sales of edibles produced by THCLLC. Contemporaneously with the EPA, the Company entered into a Non-Revolving Credit Line Agreement and Non-Revolving Credit Line Promissory Note (together, the “THC Note” or “Note”) to advance up to $300,000 to THCLLC for the purpose of expanding THCLLC’s operations. The Note bears interest at a rate of 1.29% per annum. Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. Under the EPA, the Company is to provide accounting and bookkeeping services to THCLLC. In connection with the EPA and THC note, the Company entered into a Reimbursement Agreement for facility expenses and accounting services. Under the Reimbursement Agreement, the Company will be reimbursed $4,500 per month for facility expenses and $2,000 per month for accounting and bookkeeping services. In light of the fact that The Company will be providing the accounting and bookkeeping services to THCLLC, the Company may deduct royalties, facility expenses, and accounting expenses directly from the accounts of THCLLC. As of March 31, 2018, the Company has advanced $150,995 under the THC Note. This amount is reported under the other assets caption on the Company’s March 31, 2018 balance sheet. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Note 14 - Subsequent Events | Note 13 – Subsequent Events Capital Transactions Subsequent to December 31, 2018, the Company issued 8,043,545 shares of its common stock as the result of the following transactions: • • Termination of Agreement with Electrum Partners, LLC 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 was renewed for a successive one-year period on March 31, 2018. The Company has the option to terminate the agreement at any time upon 30 days’ notice. On January 29, 2019, the Company provided Electrum Partners with notice of the agreement’s termination effective February 28, 2019. | Note 14 – Subsequent Events Capital Transactions Letter of Intent to Purchase 100% Interest in NevadaPURE, LLC On March 22, 2018, the Company entered into the non-binding Letter of Intent ("LOI") with NevadaPURE, LLC (“NVPURE”), to purchase a 100% interest in NVPURE for approximately $28.0 million in cash and the assumption of approximately $5.0 million of liabilities. The purchase was contingent on the completion of due diligence within 30 days, negotiation of a final purchase agreement, and regulatory approval. After considerable due diligence, the LOI was mutually terminated on May 9, 2018 after the Company and NevadaPURE failed to reach a consensus on the terms of the proposed acquisition. Change in Domicile and Number of Authorized Capital Effective April 8, 2018, Shareholders of the Company approved the change in corporate domicile from the State of Delaware to the State of Nevada and increase in the number of authorized capital shares from 250,000,000 to 400,000,000. |
Note 15 - Deconsolidation of GB
Note 15 - Deconsolidation of GB Sciences Puerto Rico, LLC | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 15 - Deconsolidation of GB Sciences Puerto Rico, LLC | Note 15 – Deconsolidation of GB Sciences Puerto Rico, LLC During the third quarter of the fiscal year, the Company agreed to transfer approximately 17% of its membership interest in GB Sciences Puerto Rico, LLC (GBSPR) to Cesar Cordero-Kruger, who at the time of the agreement owned approximately 34% of GBSPR. The Company did not receive any consideration in the transaction but was relieved of any obligation to fund the losses of GBSPR going forward. As the result of the transaction, the Company deconsolidated the assets, liabilities and noncontrolling interests of GBSPR since its ownership interest was reduced to a non-controlling level. Total net liabilities deconsolidated were $228,572, which consisted of the following: October 1, 2017 Cash and cash equivalents $ 19,417 Long term deposits 112,134 Property and equipment 45,752 Less: Accrued liabilities 405,000 Other liabilities 875 Net liabilities deconsolidated $ (228,572) GBSPR has a history of recorded losses and no revenue or sales contracts to date. Its liabilities exceed its assets and management does not have any reason to believe that GBSPR will ever generate positive cash flows to the Company. The Company is not obligated to fund GBSPR’s future losses. Based on these facts, the Company determined that the fair value of its remaining interest in GBSPR is zero and recorded a gain on the deconsolidation of GBSPR, calculated as follows: October 1, 2017 Consideration received $ - Fair value of retained noncontrolling interest - Carrying value of noncontrolling interest 129,396 Net liabilities deconsolidated 228,572 Gain on sale of membership interest in GB Sciences Puerto Rico, LLC $ 357,968 The gain on deconsolidation of GBSPRLLC is classified under the other income/(expense) caption in the Company’s Consolidated Statement of Operations for the year ended March 31, 2018. The investment in GBSPR will be accounted for under the equity method, as the Company maintains significant influence but lacks control over GBSPR. Because the Company is not obligated to and does not intend to fund future losses, the Company’s share of GBSPR’s net losses will be suspended until GBSPR achieves cumulative net profitability. |
Note 16 - Non-Controlling Inter
Note 16 - Non-Controlling Interest | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | ||
Note 16 - Non-Controlling Interest | Note 12 – Non-Controlling Interests On February 12, 2018, the Company’s wholly-owned subsidiary, GB Sciences Louisiana, LLC (“GBSLA"), issued members’ equity interests equal to 15% in GBSLA to Wellcana Group, LLC (“Wellcana”) for $3 million. Under the GBSLA operating agreement, Wellcana has the option to make additional capital contributions for the purchase of up to an additional 35% membership interest in GBSLA, at the rate of 5% membership interest per $1 million contributed. During the nine months ended December 31, 2018, Wellcana made additional capital contributions totaling $6.9 million, thereby increasing its membership interest in GBSLA to 49.6%. Subsequent to December 31, 2018, Wellcana contributed an additional $0.1 million, increasing its membership interest to 49.99%. The capital contributions have been used to fund the buildout of the Petroleum Drive facility and to pay for the operating costs of GBSLA. The Company maintains a majority interest in GBSLA and continues to exercise control over the management and operations of GBSLA. Accordingly, the Company continues to consolidate GBSLA in its condensed consolidated financial statements for the three and nine months ended December 31, 2018. | Note 16 – Non-Controlling Interest On February 12, 2018, the Company entered into the Operating Agreement for its wholly-owned subsidiary, GB Sciences Louisiana, LLC (“GBSLA"). Pursuant to the Operating Agreement, Wellcana Group, LLC (“Wellcana”) purchased 15% of the membership interest in GBSLA for the price of $3 million. Under the operating agreement, Wellcana has the option to make additional capital contributions for the purchase of up to an additional 35% membership interest in GBSLA, at the rate of 5% membership interest per $1 million contributed. As of March 31, 2018, Wellcana’s non-controlling interest in GBSLA remained at 15%. On May 23, 2018, Wellcana made an additional $3.8 million contribution to GBSLA for the purchase of an additional 19% membership interest. The contribution increased Wellcana’s membership interest in GBSLA to a total of 34%. |
Note 3 - Basis of Presentatio_2
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Policy Text Block [Abstract] | ||
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, 2019. The balance sheet at March 31, 2018 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, 2018. | |
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. | Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows. |
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. | 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, 2018. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability. | |
Inventory | Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. | Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. |
Finite-Lived Intangible Assets | Finite-Lived Intangible Assets Our finite-lived intangible assets primarily represent the value of our patents. We amortize our finite-lived intangible assets over their estimated useful lives using the straight-line method, and we periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred. | |
Long-lived Assets | Long-Lived Assets Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. | |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options “Application of Issue No. 98-5 to Certain Convertible Instruments” Compensation – Stock Compensation The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on a relative fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. | |
Other Assets | Other Assets Other assets primarily include employee advances and a note receivable related to the operation of our cannabis production facility in Las Vegas, NV | |
Revenue Recognition | Revenue Recognition The FASB issued Accounting Standards Codification (“ASC”) 606 as guidance on the recognition of revenue from contracts with customers. Revenue recognition depicts 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 adopted the guidance on April 1, 2018 and applied the cumulative catch-up transition method. The Company’s only current revenue source is from sales of cannabis, a distinct physical good. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under the previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. | Revenue Recognition 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 depicts 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’s only current revenue source is from sales of cannabis, a distinct physical good. Under previous accounting guidance, the Company recognized revenue upon delivery of distinct physical goods to the customer. Under ASC 606, the Company is required to separately identify each performance obligation resulting from its contracts from customers, which may be a good or a service. A contract may contain one or more performance obligations. All of the Company’s contracts with customers, past and present, contain only a single performance obligation, the delivery of distinct physical goods. Because fulfillment of the company’s performance obligation to the customer under ASC 606 results in the same timing of revenue recognition as under previous guidance (i.e. revenue is recognized upon delivery of physical goods), the Company did not record any material adjustment to report the cumulative effect of initial application of the guidance. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. | |
Equity-based Compensation | Equity-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB-issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. | |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. | |
Loss Per Share | Loss per Share. | |
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 expects that adoption of this guidance will result in the recognition of right-of-use assets and related obligations. In August 2016, the FASB issued ASU 2016-15, which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistency on this topic. The standard is effective for annual and interim periods beginning after December 15, 2017. There were no significant classification modifications upon adoption at April 1, 2018. 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 4 - Note Payable (Tables)
Note 4 - Note Payable (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
February 2018 Agreement | All amounts related to the February 2018 Agreement recorded in the Company’s Condensed Consolidated Balance Sheet and Statement of Operations for the year ended March 31, 2018, are summarized below: Year Ended March 31, 2018 As of March 31, 2018 Pacific Leaf Ventures LP February 2018 Agreement Royalty Expense Other Expense Prepaid Expense Total Payment made on February 26, 2018 $269,818 $250,000 $750,000 $1,269,818 1,600,000 shares common stock issued in connection with the February 2018 Agreement - 260,000 780,000 1,040,000 Total recorded in Fiscal Year 2018 related to the February 2018 Agreement $269,818 $510,000 $1,530,000 $2,309,818 |
Amounts Recorded in Other Expense | In total, the Company recorded $3.1 million related to the Amendment and Termination Agreement in Other Expense in its Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2018, as summarized in the table below: Amendment and Termination Agreement - As of Amounts Recorded in Other Expense December 31, 2018 Prepaid royalties recorded in February 2018 $1,530,000 Cash payments made in August 2018 1,000,000 Promissory note issued to Pacific Leaf, due on or before November 30, 2018 500,000 100,000 shares common stock issued to Pacific Leaf 36,000 Settlement of convertible note payable and related accrued interest (20,075) 500,000 shares common stock issued to Pacific Leaf on December 21, 2018 95,000 Total $3,140,925 |
Schedule of Debt | As of December 31, 2018, the following notes payable were recorded in the Company’s Condensed Consolidated Balance Sheet: As of December 31, 2018 Short-Term Notes Payable Face Value Discount Carrying Value Convertible Notes Payable to various investors $1,257,000 $(665,648) $591,352 6% Promissory Note due to Pacific Leaf Ventures, LP 412,164 - 412,164 Note Payable to William Moore and Brian Moore, current portion 233,333 (64,818) 168,516 Note Payable - BCM Med 300,000 - 300,000 Total Short-Term Notes Payable $2,202,498 $(730,466) $1,472,032 Long-Term Notes Payable Note Payable to William Moore and Brian Moore, long-term $252,778 $(27,563) $225,215 Total Long-Term Notes Payable $252,778 $(27,563) $225,215 |
Note 5 - Capital Lease (Tables)
Note 5 - Capital Lease (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments required under the capital leases and the net present value of the minimum lease payments as of December 31, 2018, are as follows: Year Ending March 31, Total 2019 (3 months) $178,484 2020 820,107 2021 835,499 2022 851,352 2023 890,712 Thereafter 8,246,770 Total minimum lease payments 11,822,924 Less: Amount representing interest (5,651,347) Present value of minimum lease payments 6,171,577 Less: Current maturities of capital lease obligations (135,996) Long-term capital lease obligations $6,035,581 |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Property, Plant and Equipment | March 31, 2018 2017 Computer and software $ 151,748 $ 151,748 Machinery and equipment 1,094,472 981,130 Leaseholds 4,357,779 4,185,528 Construction in progress 3,193,767 83,812 Capital lease - building 6,425,000 3,900,000 15,222,766 9,302,218 Less accumulated depreciation and amortization (1,463,609) (659,541) Property and Equipment, Net $ 13,759,157 $ 8,642,677 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2018 2017 Tax benefit computed at U.S. statutory rates $ (4,824,580) $ (3,377,374) Increases (decreases) in taxes resulting from: Non-deductible items 170,052 (25,000) Stock based compensation (5,620) - Change in valuation allowance 4,659,788 3,421,580 State taxes - (19,206) Total $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2018 and 2017: 2018 2017 Deferred tax assets: Net operating loss carryforward $ 9,190,629 $ 7,570,014 Depreciation and Amortization expense (286,240) (391,362) Stock based compensation 752,617 792,991 Total deferred tax assets 9,657,006 7,971,643 Less valuation allowance (9,657,006) (7,971,643) Net deferred tax asset $ - $ - |
Note 9 - Capital Transactions (
Note 9 - Capital Transactions (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Warrants | Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2016 19,315,334 Warrants issued 40,723,250 $0.36-$0.60 Warrants exercised (25,606,171) $0.20 Warrants expired/cancelled (1,500,000) $1.00 Outstanding at March 31, 2017 32,932,413 Warrants issued 51,284,000 $0.60-$1.00 Warrants exercised (9,838,375) $0.01-0.20 Warrants expired/cancelled (8,494,976) $1.00 Outstanding at March 31, 2018 65,883,062 |
Note 10 - Employee Benefit Pl_2
Note 10 - Employee Benefit Plan (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | Unrecognized Compensation Cost ($) Weighted Average Period (years) Stock Options 1,053,155 0.60 Total 1,053,155 0.60 |
Schedule of Stock Options, Valuation Assumptions | Twelve months ended March 31, 2018 March 31, 2017 Weighted-average volatility 183.55% 174.57% Expected term (in years) 10 10 Risk-free interest rate 2.02% 1.07% |
Schedule of Stock Options Roll Forward | Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($) Outstanding at April 1, 2016 2,500,000 $0.25 9.23 15,075 Granted 5,050,000 $0.30 Exercised - - Forfeited (600,000) $0.35 Outstanding at March 31, 2017 6,950,000 $0.26 8.05 627,890 Granted 6,400,000 $0.28 Exercised (83,333) $0.32 Forfeited (233,333) $0.28 Outstanding at March 31, 2018 13,033,334 $0.28 8.21 2,646,723 Fully vested and expected to vest at March 31, 2018 5,031,671 $0.27 1,047,477 Exercisable at March 31, 2018 5,031,671 $0.27 1,047,477 |
Schedule of Nonvested Restricted Stock Units Activity | Shares Weighted Average Grant Date Fair Value ($) Balance at April 1, 2016 453,333 $0.35 Granted 565,359 Vested (568,692) Forfeited/Cancelled (450,000) Non-vested at March 31, 2017 - - Granted - Vested - Forfeited/Cancelled - Non-vested at March 31, 2018 - - |
Note 15 - Deconsolidation of _2
Note 15 - Deconsolidation of GB Sciences Puerto Rico, LLC (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Deconsolidated of assets, liabilities and noncontrolling interests | Total net liabilities deconsolidated were $228,572, which consisted of the following: October 1, 2017 Cash and cash equivalents $ 19,417 Long term deposits 112,134 Property and equipment 45,752 Less: Accrued liabilities 405,000 Other liabilities 875 Net liabilities deconsolidated $ (228,572) |
Gain on the deconsolidation | Based on these facts, the Company determined that the fair value of its remaining interest in GBSPR is zero and recorded a gain on the deconsolidation of GBSPR, calculated as follows: October 1, 2017 Consideration received $ - Fair value of retained noncontrolling interest - Carrying value of noncontrolling interest 129,396 Net liabilities deconsolidated 228,572 Gain on sale of membership interest in GB Sciences Puerto Rico, LLC $ 357,968 |
Note 1 - Background and Basis_2
Note 1 - Background and Basis of Presentation (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Mar. 31, 2018USD ($)ft²shares | Mar. 31, 2017USD ($)shares | Apr. 08, 2018shares | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2001 | ||||||
NET REVENUE | $ 695,764 | $ 1,275,000 | $ 2,728,277 | $ 1,635,136 | $ 2,510,364 | $ 0 | |
Common stock shares authorised | shares | 400,000,000 | 400,000,000 | 200,000,000 | 200,000,000 | 400,000,000 | ||
Las Vegas Facility | |||||||
Area of Real Estate Property | ft² | 28,000 | ||||||
Phase 1 Of Build Out | |||||||
NET REVENUE | $ 10,000,000 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||||
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC. | $ (3,763,241) | $ (6,962,179) | $ (18,670,229) | $ (13,195,419) | $ (22,974,190) | $ (9,909,830) |
Accumulated deficit | $ (79,760,900) | (79,760,900) | (58,229,235) | (35,255,045) | ||
Net cash used in operating activities | $ (7,531,756) | $ (8,022,509) | $ (12,247,994) | $ (4,468,995) |
Note 3 - Basis of Presentatio_3
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Details) - Machinery and Equipment | 12 Months Ended |
Mar. 31, 2018 | |
Maximum | |
Property, Plant and Equipment, Useful Life | 8 years |
Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Note 3 - Basis of Presentatio_4
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Loss Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 108,999,521 | 84,116,413 | 104,207,396 | 39,882,413 |
Note 4 - Capital Lease (Details
Note 4 - Capital Lease (Details) - Pacific Leaf Ventures Lp - USD ($) | Jul. 31, 2018 | Feb. 23, 2018 | Jul. 31, 2016 | Dec. 31, 2018 | Mar. 31, 2018 |
Debt Instrument, Periodic Payment | $ 1,500,000 | $ 1,269,818 | |||
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% | 10.30% |
Note 4 - Capital Lease_ Future
Note 4 - Capital Lease: Future Minimum Lease Payments for Capital Leases (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Disclosure Text Block [Abstract] | |||
2019 (3 months) | $ 178,484 | ||
2020 | 820,107 | ||
2021 | 835,499 | ||
2022 | 851,352 | ||
2023 | 890,712 | ||
Thereafter | 8,246,770 | ||
Total minimum lease payments | 11,822,924 | ||
Less: Amount representing interest | (5,651,347) | ||
Present value of minimum lease payments | 6,171,577 | ||
Less: Current maturities of capital lease obligations | (135,996) | ||
Long-term capital lease obligations | $ 6,035,581 | $ 6,142,606 | $ 3,771,321 |
Note 5- Note Payable (Details)
Note 5- Note Payable (Details) - USD ($) | Jul. 31, 2018 | Dec. 21, 2018 | Dec. 20, 2018 | Aug. 31, 2018 | Feb. 23, 2018 | Aug. 31, 2016 | Feb. 28, 2017 | Nov. 30, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | May 12, 2017 | Feb. 22, 2017 | Nov. 10, 2016 | Feb. 08, 2016 | Jun. 08, 2015 |
Debt Instrument, Convertible, Conversion Price | $ 0.30 | ||||||||||||||||||||||
Stock Issued During Period, value, Other | $ 640,962 | ||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,800,000 | 1,300,000 | |||||||||||||||||||||
Other expense | $ 113,623 | ||||||||||||||||||||||
Prepaid expenses | $ 1,956,734 | $ 1,055,427 | 1,956,734 | 166,378 | |||||||||||||||||||
Convertible Promissory Note | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | $ 8,235,500 | $ 8,235,500 | $ 8,235,500 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. | The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,563,885 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||||||||||||||
Private Placement of 6% Convertible Promissory Notes | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,085,000 | $ 3,085,000 | $ 3,085,000 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.65 | $ 0.65 | $ 0.65 | ||||||||||||||||||||
Short Term Promissory Note 1 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 192,500 | $ 192,500 | $ 192,500 | $ 965,500 | $ 1,034,500 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | $ 0.20 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 192,500 | ||||||||||||||||||||||
Class of Warrant, Outstanding | 3,862,000 | ||||||||||||||||||||||
Warrant | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | $ 8,235,500 | |||||||||||||||||||||
Class of Warrant, Outstanding | 16,464,000 | 16,464,000 | 16,464,000 | 16,464,000 | |||||||||||||||||||
Investment Warrants, Exercise Price | $ 0.65 | $ 0.65 | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,231,828 | ||||||||||||||||||||||
Stock Issued During Period, value, Other | $ 199 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 1,991,943 | ||||||||||||||||||||||
Common Stock | Convertible Promissory Note | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,603,560 | 1,889,048 | |||||||||||||||||||||
Pacific Leaf Ventures Lp | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,750,000 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | $ 0.25 | $ 0.50 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2018 | 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 | 1,500,000 | |||||||||||||||||||||
Investment Warrants, Exercise Price | $ 0.36 | ||||||||||||||||||||||
Debt instrument payment | $ 1,500,000 | $ 1,269,818 | |||||||||||||||||||||
Restricted common stock issued | 1,500,000 | ||||||||||||||||||||||
Accrued royalties | $ 1,500,000 | 269,818 | |||||||||||||||||||||
Other expense | 250,000 | $ 3,100,000 | $ 3,045,925 | $ 510,000 | |||||||||||||||||||
Prepaid expenses | 750,000 | ||||||||||||||||||||||
Value of restricted common stock issued | $ 1,040,000 | ||||||||||||||||||||||
Notes payable description | The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. We recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which will be credited toward future royalties in the event that the final $1.5 million payment is not made on or before July 31, 2018. | ||||||||||||||||||||||
Royalty Expense | 1,530,000 | 1,530,000 | 269,818 | ||||||||||||||||||||
Royalty Buyout Payment | $ 2,309,818 | ||||||||||||||||||||||
Promissory note description | On December 21, 2018, the company made a $100,000 payment on the promissory note. The payment was applied to interest accrued to date of $12,164 and the remaining $87,836 was applied to the principal balance of the Note. As of December 31, 2018, the principal balance of the Note was $412,164 and is recorded in the short-term notes payable caption on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2018. Interest continues to accrue at 6% on the unpaid balance and as of December 31, 2018, $677.53 related to the Note was recorded in accrued interest on the Company’s Condensed Consolidated Balance Sheet. | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | 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% | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 413,083 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 6 | Interest | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 95,145 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 6 | Principal | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 317,938 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | 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% | 6.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,776,750 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 4 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | $ 412,164 | $ 500,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | $ 0.25 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | 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 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 7 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 184,805 | $ 184,805 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 7 | Interest | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | $ 30,000 | |||||||||||||||||||||
Pacific Leaf Ventures Lp | Short Term Promissory Note 7 | Principal | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 154,805 | 154,805 | |||||||||||||||||||||
Pacific Leaf Ventures Lp | Cash Payment 1 | |||||||||||||||||||||||
Other expense | 250,000 | ||||||||||||||||||||||
Royalty Expense | $ 1,500,000 | 269,818 | |||||||||||||||||||||
Royalty Buyout Payment | $ 1,000,000 | $ 1,269,818 | |||||||||||||||||||||
Pacific Leaf Ventures Lp | Warrant | |||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 9,000 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Common Stock | |||||||||||||||||||||||
Stock Issued During Period, value, Other | $ 1,000,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 1,000,000 | 100,000 | |||||||||||||||||||||
Pacific Leaf Ventures Lp | Common Stock | Short Term Promissory Note 6 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,652,332 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Common Stock | Short Term Promissory Note 5 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,107,000 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Common Stock | Short Term Promissory Note 4 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,000,000 | ||||||||||||||||||||||
Pacific Leaf Ventures Lp | Common Stock | Short Term Promissory Note 7 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 739,220 | ||||||||||||||||||||||
Edibles Production Agreement | Credit Line Promissory Note | |||||||||||||||||||||||
Debt Instrument, Payment Terms | Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. | ||||||||||||||||||||||
BCM Med | |||||||||||||||||||||||
Promissory note description | On December 20, 2018, GB Sciences Louisiana, LLC (“GBSLA") entered into a $300,000 Loan Agreement with BCM MED, LLC (“BCM MED”). BCM MED is a related party to Wellcana Group, LLC, the minority member in GBSLA. The purpose of the financing is to fund operating expenses incurred by or on behalf of medical marijuana operations of GBSLA. |
Note 5 - Note Payable_ Amounts
Note 5 - Note Payable: Amounts Recorded in Other Expense (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 21, 2018 | Aug. 31, 2018 | Feb. 23, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Issued During Period, Value, Other | $ 640,962 | ||||||
Other Expenses | $ 113,623 | ||||||
Pacific Leaf Ventures Lp | |||||||
Royalty Expense | $ 1,530,000 | 1,530,000 | $ 269,818 | ||||
Royalty Buyout Payment | 2,309,818 | ||||||
Extinguishment of Debt, Amount | (20,075) | ||||||
Other Expenses | $ 250,000 | $ 3,100,000 | 3,045,925 | 510,000 | |||
Share Payment2 | Pacific Leaf Ventures Lp | |||||||
Stock Issued During Period, Value, Other | $ 95,000 | 36,000 | |||||
Short Term Promissory Note 4 | Pacific Leaf Ventures Lp | |||||||
Promissory notes | $ 500,000 | ||||||
Cash Payment 1 | Pacific Leaf Ventures Lp | |||||||
Royalty Expense | $ 1,500,000 | 269,818 | |||||
Royalty Buyout Payment | $ 1,000,000 | 1,269,818 | |||||
Other Expenses | $ 250,000 |
Note 5 - Note Payable_ Schedule
Note 5 - Note Payable: Schedule of Debt (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 08, 2015 |
Debt Instrument, Unamortized Discount | $ (3,400,000) | $ (1,000,000) | |||
Total Short-Term Notes Payable | 1,472,032 | $ 1,056,301 | 2,734 | ||
Debt Instrument, Unamortized Discount, Noncurrent | (27,563) | 0 | |||
Total Long-Term Notes Payable | 225,215 | 355,233 | $ 155,312 | ||
Pacific Leaf Ventures Lp | |||||
Debt Instrument, Face Amount | $ 1,750,000 | ||||
Short-term Debt {1} | |||||
Debt Instrument, Face Amount | 2,202,498 | ||||
Debt Instrument, Unamortized Discount | (730,466) | ||||
Total Short-Term Notes Payable | 1,472,032 | ||||
Short-term Debt {1} | William Moore And Brian Moore | |||||
Debt Instrument, Face Amount | 233,333 | ||||
Debt Instrument, Unamortized Discount | (64,818) | ||||
Total Short-Term Notes Payable | 168,516 | ||||
Short-term Debt {1} | BCM Med | |||||
Debt Instrument, Face Amount | 300,000 | ||||
Debt Instrument, Unamortized Discount | 0 | ||||
Total Short-Term Notes Payable | 300,000 | ||||
Long-term Debt {1} | |||||
Debt Instrument, Face Amount | 252,778 | ||||
Debt Instrument, Unamortized Discount, Noncurrent | (27,563) | ||||
Total Long-Term Notes Payable | 225,215 | ||||
Long-term Debt {1} | William Moore And Brian Moore | |||||
Debt Instrument, Face Amount | 252,778 | ||||
Debt Instrument, Unamortized Discount, Noncurrent | (27,563) | ||||
Total Long-Term Notes Payable | 225,215 | ||||
Convertible Notes Payable To Various Investors | |||||
Debt Instrument, Face Amount | 1,257,000 | ||||
Debt Instrument, Unamortized Discount | (665,648) | ||||
Total Short-Term Notes Payable | 591,352 | ||||
Short Term Promissory Note 4 | Pacific Leaf Ventures Lp | |||||
Debt Instrument, Face Amount | 412,164 | $ 500,000 | $ 500,000 | ||
Debt Instrument, Unamortized Discount | 0 | ||||
Total Short-Term Notes Payable | $ 412,164 |
Note 5 - Note Payable_ February
Note 5 - Note Payable: February 2018 Agreement (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Feb. 23, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | |
Other Expenses | $ 113,623 | ||||
Pacific Leaf Ventures Lp | |||||
Royalty Buyout Payment | $ 2,309,818 | ||||
Royalty Expense | $ 1,530,000 | 1,530,000 | 269,818 | ||
Other Expenses | $ 250,000 | $ 3,100,000 | $ 3,045,925 | 510,000 | |
Other Prepaid Expense, Current | 1,530,000 | ||||
Cash Payment 1 | Pacific Leaf Ventures Lp | |||||
Royalty Buyout Payment | $ 1,000,000 | 1,269,818 | |||
Royalty Expense | $ 1,500,000 | 269,818 | |||
Other Expenses | 250,000 | ||||
Other Prepaid Expense, Current | 750,000 | ||||
Share Payment1 | Pacific Leaf Ventures Lp | |||||
Royalty Buyout Payment | 1,040,000 | ||||
Royalty Expense | 0 | ||||
Other Expenses | 260,000 | ||||
Other Prepaid Expense, Current | $ 780,000 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Table Text Block Supplement [Abstract] | ||
Depreciation expense | $ 800,000 | $ 400,000 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Property, Plant and Equipment, Gross | $ 15,222,766 | $ 9,302,218 | |
Less accumulated depreciation and amortization | (1,463,609) | (659,541) | |
Property and Equipment, Net | $ 23,119,337 | 13,759,157 | 8,642,677 |
Computer Equipment | |||
Property, Plant and Equipment, Gross | 151,748 | 151,748 | |
Machinery and Equipment | |||
Property, Plant and Equipment, Gross | 1,094,472 | 981,130 | |
Leaseholds and Leasehold Improvements | |||
Property, Plant and Equipment, Gross | 4,357,779 | 4,185,528 | |
Construction in Progress | |||
Property, Plant and Equipment, Gross | 3,193,767 | 83,812 | |
Capital lease - building | |||
Property, Plant and Equipment, Gross | $ 6,425,000 | $ 3,900,000 |
Note 7 - Income Taxes (Details)
Note 7 - Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||||
Operating Loss Carryforwards | $ 22,264,747 | $ 22,264,747 | $ 43,764,901 | $ 22,264,747 | ||
Operating Loss Carryforwards, Limitations on Use | Federal net operating loss carryforwards (“NOLs”) which will begin to expire in 2025 | The net operating loss carryforwards are expected to expire at various times from 2025 through 2038. | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (1,700,000) | (2,800,000) | ||||
Effective tax rate | (4.00%) | 0.00% | ||||
Income tax expense | 737,568 | $ 0 | $ 737,568 | $ 0 | 0 | $ 0 |
Current income tax expense | 211,423 | |||||
Tax penalties | $ 15,498 | |||||
Income tax payable | $ 737,568 | $ 0 | $ 737,568 | $ 0 |
Note 7 - Income Taxes_ Schedule
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||||
Tax benefit computed at U.S. statutory rates | $ (4,824,580) | $ (3,377,374) | ||||
Increases (decreases) in taxes resulting from: | ||||||
Non-deductible items | 170,052 | (25,000) | ||||
Stock based compensation | (5,620) | 0 | ||||
Change in valuation allowance | 4,659,788 | 3,421,580 | ||||
State taxes | 0 | (19,206) | ||||
Total | $ 737,568 | $ 0 | $ 737,568 | $ 0 | $ 0 | $ 0 |
Note 7 - Income Taxes_ Schedu_2
Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Text Block [Abstract] | ||
Net operating loss carryforward | $ 9,190,629 | $ 7,570,014 |
Depreciation expense | (286,240) | (391,362) |
Stock based compensation | 752,617 | 792,991 |
Total deferred tax assets | 9,657,006 | 7,971,643 |
Deferred Tax Assets, Valuation Allowance | (9,657,006) | (7,971,643) |
Net deferred tax asset | $ 0 | $ 0 |
Note 8 - Loss per Sharee (Detai
Note 8 - Loss per Sharee (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 108,999,521 | 84,116,413 | 104,207,396 | 39,882,413 |
Note 8 - Convertible Notes (Det
Note 8 - Convertible Notes (Details) | Dec. 04, 2018 | Aug. 10, 2018 | Jan. 15, 2018 | Aug. 23, 2018 | Jul. 31, 2017 | Mar. 31, 2017USD ($)shares$ / shares | Dec. 31, 2017USD ($)shares$ / shares | Mar. 31, 2018USD ($)shares$ / shares | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) |
Class of Warrant, Exercise Price | $ / shares | $ 0.20 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 1,000,000 | $ 3,400,000 | |||||||||||
Private Placement Terms | On December 4, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 15,000,000 units at the price of $0.20 per unit up to a total of $3 million. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of five years. | On August 10, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 10,000,000 units at the price of $0.25 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of three years. | On January 15, 2019, the Placement Agent’s Agreement was amended to decrease the unit price from $0.20 per unit to $0.15 per unit and decrease the exercise price of the warrants included in each unit from $0.60 to $0.30, applied retroactively to funds raised prior to the date of the amendment, with no other changes to the agreement. | . On August 23, 2018, the Placement Agent’s Agreement was amended to increase the number of units offered by 10,000,000 to 20,000,000 in total, with no other changes to the agreement. | 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. | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.20 | ||||||||||||
Debt Conversion Price | $ / shares | 0.30 | ||||||||||||
Convertible notes | 591,352 | ||||||||||||
Approximate | |||||||||||||
Debt Instrument, Face Amount | $ 4,116,000 | ||||||||||||
Initial debt amount | $ 4,116,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Warrant, Exercise Price | $ / shares | 0.50 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | ||||||||||||
Warrant | |||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | ||||||||||||
Class of Warrant, Outstanding | shares | 16,464,000 | 16,464,000 | |||||||||||
Class of Warrant, Exercise Price | $ / shares | $ 0.20 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 2,417,856 | $ 4,430,427 | |||||||||||
Investment Warrants, Exercise Price | $ / shares | $ 0.65 | $ 0.65 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 1,600,808 | ||||||||||||
Initial debt amount | $ 8,235,500 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||||||||
Short Term Promissory Note 1 | |||||||||||||
Debt Instrument, Face Amount | $ 965,500 | $ 192,500 | $ 1,034,500 | $ 192,500 | |||||||||
Class of Warrant, Outstanding | shares | 3,862,000 | ||||||||||||
Class of Warrant, Exercise Price | $ / shares | $ 0.60 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 416,733 | $ 487,957 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Initial debt amount | $ 965,500 | $ 192,500 | $ 1,034,500 | $ 192,500 | |||||||||
Original discount rate | 9.10% | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 192,500 | ||||||||||||
Debt Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Short Term Promissory Note 1 | Common Stock | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 3,862,000 | 4,138,000 | 962,500 | ||||||||||
Short Term Promissory Note 1 | Warrant | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 962,500 | ||||||||||||
Class of Warrant, Exercise Price | $ / shares | $ 0.50 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 94,037 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 66,912 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | ||||||||||||
Short Term Promissory Note 2 | |||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Initial debt amount | $ 300,000 | $ 300,000 | |||||||||||
Original discount rate | 16.67% | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 20.00% | ||||||||||||
Debt Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Short Term Promissory Note 2 | Common Stock | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 1,500,000 | ||||||||||||
Short Term Promissory Note 2 | Warrant | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 1,500,000 | ||||||||||||
Class of Warrant, Exercise Price | $ / shares | $ 0.50 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 143,750 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 93,750 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | ||||||||||||
Convertible Promissory Note | |||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | $ 8,235,500 | |||||||||||
Debt Instrument, Unamortized Discount | $ 4,430,427 | $ 3,464,187 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. | The Notes are payable within three years of issuance and are convertible into 16,464,000 shares of the Company’s common stock. | |||||||||||
Initial debt amount | $ 8,235,500 | $ 8,235,500 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||||
Debt Conversion Price | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||
Convertible Promissory Note | Common Stock | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 0.25 | 0.25 | |||||||||||
Debt Conversion Price | $ / shares | $ 0.25 | $ 0.25 | |||||||||||
Short Term Promissory Note 3 | |||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Initial debt amount | $ 500,000 | ||||||||||||
Debt Conversion Price | $ / shares | $ 0.20 | ||||||||||||
Private Placement of 6% Convertible Promissory Notes | |||||||||||||
Debt Instrument, Face Amount | $ 3,085,000 | $ 3,085,000 | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | shares | 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 | $ 0.65 | |||||||||||
Initial debt amount | $ 3,085,000 | $ 3,085,000 | |||||||||||
Debt Conversion Price | $ / shares | $ 0.65 | $ 0.65 |
Note 9 - Capital Transactions_2
Note 9 - Capital Transactions (Details) - USD ($) | Dec. 04, 2018 | Aug. 10, 2018 | Jan. 15, 2018 | Dec. 31, 2018 | Dec. 21, 2018 | Aug. 23, 2018 | Jul. 31, 2018 | Feb. 23, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Mar. 31, 2017 | Aug. 31, 2016 | Sep. 25, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Apr. 08, 2018 | Jun. 30, 2017 | Feb. 28, 2017 | Jun. 08, 2015 |
Debt Conversion Price | $ 0.30 | $ 0.30 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,400,000 | $ 1,000,000 | $ 3,400,000 | $ 1,000,000 | ||||||||||||||||||||
Amortization of debt discount and beneficial conversion feature | $ 685,766 | $ 1,328,908 | $ 1,620,709 | $ 530,484 | ||||||||||||||||||||
Share price | $ 0.01 | $ 0.20 | $ 0.01 | $ 0.20 | ||||||||||||||||||||
Common stock issued | 228,071,805 | 124,406,818 | 168,616,855 | 228,071,805 | 168,616,855 | 124,406,818 | ||||||||||||||||||
Common stock issued in connection with exercise of warrants | 21,000 | |||||||||||||||||||||||
Issuance of Stock for Services, value | $ 667,578 | $ 464,488 | ||||||||||||||||||||||
Issuance of stock for cash , value | 7,200,000 | 4,626,071 | ||||||||||||||||||||||
Other expense | $ 113,623 | |||||||||||||||||||||||
Prepaid expenses | $ 1,055,427 | $ 166,378 | $ 1,956,734 | $ 1,055,427 | 1,956,734 | 166,378 | ||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,800,000 | $ 1,300,000 | ||||||||||||||||||||||
Common Stock, Shares Authorized | 400,000,000 | 200,000,000 | 200,000,000 | 400,000,000 | 200,000,000 | 200,000,000 | 400,000,000 | |||||||||||||||||
Warrants issued | 51,284,000 | 40,723,250 | ||||||||||||||||||||||
Shares issued in connection with the exercise of compensation warrants | 325,125 | |||||||||||||||||||||||
Common stock issued in connection with price reduction, Share | 12,332,750 | |||||||||||||||||||||||
Common stock issued in connection with price reduction, Value | $ 3,900,000 | |||||||||||||||||||||||
Dividend | 2,900,000 | |||||||||||||||||||||||
Conversion price | $ 0.30 | $ 0.30 | ||||||||||||||||||||||
Option issued | 6,400,000 | 5,050,000 | ||||||||||||||||||||||
Private placement term | On December 4, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 15,000,000 units at the price of $0.20 per unit up to a total of $3 million. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of five years. | On August 10, 2018, the Company entered into a Placement Agent’s Agreement to offer a total of 10,000,000 units at the price of $0.25 per unit. Each unit consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at the price of $0.60 for a period of three years. | On January 15, 2019, the Placement Agent’s Agreement was amended to decrease the unit price from $0.20 per unit to $0.15 per unit and decrease the exercise price of the warrants included in each unit from $0.60 to $0.30, applied retroactively to funds raised prior to the date of the amendment, with no other changes to the agreement. | . On August 23, 2018, the Placement Agent’s Agreement was amended to increase the number of units offered by 10,000,000 to 20,000,000 in total, with no other changes to the agreement. | 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. | |||||||||||||||||||
Private placement | ||||||||||||||||||||||||
Share price | $ 0.40 | |||||||||||||||||||||||
Issuance of stock for cash, shares | 18,000,000 | |||||||||||||||||||||||
Warrants exercise price | $ 0.65 | |||||||||||||||||||||||
Purchase of warrants | 9,000,000 | |||||||||||||||||||||||
Strike price | $ 0.65 | |||||||||||||||||||||||
Increase in additional paid-in capital | $ 7,198,200 | |||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 600,000 | |||||||||||||||||||||||
Expiration Period | 10 years | |||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 452,835 | $ 4,400,000 | ||||||||||||||||||||||
Exchange Fees | $ 67,665 | $ 600,000 | ||||||||||||||||||||||
Shares issued on warrants | 3,500,000 | 20,000,000 | 3,500,000 | |||||||||||||||||||||
Warrants issued | 3,500,000 | 20,000,000 | 3,500,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 18,000,000 | |||||||||||||||||||||||
Private placement | ||||||||||||||||||||||||
Shares issued on warrants | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.60 | $ 0.60 | ||||||||||||||||||||||
Mr. Ellins | ||||||||||||||||||||||||
Common stock issued | 3,314,607 | |||||||||||||||||||||||
Consultant | ||||||||||||||||||||||||
Issuance of Stock for Services, shares | 3,885,412 | 1,928,845 | ||||||||||||||||||||||
Issuance of Stock for Services, value | $ 900,000 | $ 700,000 | ||||||||||||||||||||||
Prepaid expenses | $ 300,000 | 300,000 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 1,200,000 | |||||||||||||||||||||||
Warrants issued | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.1125 | $ 0.1125 | ||||||||||||||||||||||
Employee | ||||||||||||||||||||||||
Issuance of Stock for Services, shares | 195,140 | |||||||||||||||||||||||
Issuance of Stock for Services, value | $ 30,000 | |||||||||||||||||||||||
Employee | 2014 Equity Incentive Plan | ||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 700,000 | |||||||||||||||||||||||
Option issued | 400,000 | |||||||||||||||||||||||
Expiration Period | 10 years | |||||||||||||||||||||||
Employee | Minimum | 2014 Equity Incentive Plan | ||||||||||||||||||||||||
Option Exercise price | $ 0.37 | |||||||||||||||||||||||
Employee | Maximum | 2014 Equity Incentive Plan | ||||||||||||||||||||||||
Option Exercise price | $ 0.60 | |||||||||||||||||||||||
A third-party brokerage firm | Private placement | Minimum | ||||||||||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||||||||
A third-party brokerage firm | Private placement | Maximum | ||||||||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||||||
Investors | ||||||||||||||||||||||||
Share price | $ 0.30 | 0.325 | $ 0.325 | |||||||||||||||||||||
Issuance of stock for cash, shares | 277,778 | |||||||||||||||||||||||
Warrants exercise price | $ 0.60 | $ 0.65 | ||||||||||||||||||||||
Warrants issued | 28,804,000 | 8,000,000 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 2,900,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 277,778 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.36 | $ 0.36 | ||||||||||||||||||||||
Investors | Private placement | ||||||||||||||||||||||||
Warrants issued | 8,000,000 | |||||||||||||||||||||||
Pacific Leaf Ventures Lp | ||||||||||||||||||||||||
Issuance of stock for cash, shares | 100,000 | 600,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 600,000 | ||||||||||||||||||||||
Promissory note | $ 500,000 | |||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 131,000 | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Purchase of cashless exercise of warrants | $ 5,000,000 | |||||||||||||||||||||||
Share price | $ 0.30 | |||||||||||||||||||||||
Pacific Leaf Ventures Lp | ||||||||||||||||||||||||
Issuance of stock for debt conversion, shares | 739,220 | |||||||||||||||||||||||
Debt Conversion Price | $ 0.25 | $ 0.25 | $ 0.50 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 184,805 | |||||||||||||||||||||||
Purchase of cashless exercise of warrants | $ 1,500,000 | |||||||||||||||||||||||
Share price | $ 0.36 | |||||||||||||||||||||||
Common stock issued | 833,333 | |||||||||||||||||||||||
Warrants exercise price | $ 0.36 | |||||||||||||||||||||||
Accrued royalties | $ 1,500,000 | $ 269,818 | ||||||||||||||||||||||
Other expense | 250,000 | $ 3,100,000 | $ 3,045,925 | $ 510,000 | ||||||||||||||||||||
Prepaid expenses | 750,000 | |||||||||||||||||||||||
Value of restricted common stock issued | $ 1,040,000 | |||||||||||||||||||||||
Notes payable description | The Company recorded $260,000 in other expense related to the issuance of those shares, which represents 25% of the market value of those shares. We recorded $780,000 in prepaid expenses, representing the 75% portion of the fair market value of those shares which will be credited toward future royalties in the event that the final $1.5 million payment is not made on or before July 31, 2018. | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,750,000 | |||||||||||||||||||||||
Conversion price | $ 0.25 | $ 0.25 | $ 0.50 | |||||||||||||||||||||
A third-party brokerage firm | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,085,284 | |||||||||||||||||||||||
Common shares issued for debt conversion, Shares | 3,085,284 | |||||||||||||||||||||||
A third-party brokerage firm | Private placement | ||||||||||||||||||||||||
Shares isuued for compensation | 5,480,000 | |||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 4,100,000 | |||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,231,828 | |||||||||||||||||||||||
Issuance of stock for debt conversion, shares | 15,231,828 | 15,760,165 | ||||||||||||||||||||||
Exercise of warrants for stock, shares | $ 4,168,940 | $ 25,606,171 | ||||||||||||||||||||||
Common stock issued | 8,043,545 | 8,043,545 | ||||||||||||||||||||||
Issuance of Stock for Services, shares | 1,928,845 | 916,300 | ||||||||||||||||||||||
Issuance of Stock for Services, value | $ 192 | $ 92 | ||||||||||||||||||||||
Issuance of stock for cash, shares | 18,000,000 | 29,872,500 | ||||||||||||||||||||||
Issuance of stock for cash , value | $ 1,800 | $ 2,987 | ||||||||||||||||||||||
Shares isuued for compensation | 3,085,284 | 58,247 | ||||||||||||||||||||||
Number of common stock issued | 59,454,950 | |||||||||||||||||||||||
Common shares issued for debt conversion, Shares | 15,231,828 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 18,000,000 | 29,872,500 | ||||||||||||||||||||||
Warrant | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,600,808 | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,430,427 | $ 2,417,856 | $ 2,417,856 | $ 4,430,427 | ||||||||||||||||||||
Warrants exercise price | $ 0.65 | $ 0.65 | ||||||||||||||||||||||
Non-Option Equity Instruments, Granted | 32,942,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | $ 8,235,500 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | Common stock at the price of $0.60 to $0.65 per share for the period of three years to various holders of its convertible notes. | |||||||||||||||||||||||
Warrant | Pacific Leaf Ventures Lp | ||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 9,000 | |||||||||||||||||||||||
Warrant | A third-party brokerage firm | ||||||||||||||||||||||||
Issuance of stock for debt conversion, shares | 3,317,375 | |||||||||||||||||||||||
Weighted average exercise price | $ 0.06 | |||||||||||||||||||||||
Warrants expenses | $ 600,000 | |||||||||||||||||||||||
Short Term Promissory Note 1 | ||||||||||||||||||||||||
Debt Conversion Price | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 965,500 | $ 192,500 | $ 192,500 | $ 965,500 | $ 1,034,500 | $ 192,500 | ||||||||||||||||||
Conversion price | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Short Term Promissory Note 1 | Common Stock | ||||||||||||||||||||||||
Issuance of stock for debt conversion, shares | 14,492,608 | |||||||||||||||||||||||
Short Term Promissory Note 1 | Warrant | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 66,912 | $ 66,912 | ||||||||||||||||||||||
Convertible Promissory Note | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,563,885 | |||||||||||||||||||||||
Debt Conversion Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,464,187 | $ 4,430,427 | $ 3,464,187 | $ 4,430,427 | ||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 1,005,813 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,235,500 | $ 8,235,500 | $ 8,235,500 | $ 8,235,500 | ||||||||||||||||||||
Common shares issued for debt conversion, Shares | 18,563,885 | |||||||||||||||||||||||
Conversion price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||
Convertible Promissory Note | Interest | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 128,848 | $ 18,581 | $ 18,581 | $ 128,848 | ||||||||||||||||||||
Common shares issued for debt conversion, Amount | $ 170,971 | |||||||||||||||||||||||
Convertible Promissory Note | Principal | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,020,500 | $ 453,500 | $ 453,500 | $ 3,020,500 | ||||||||||||||||||||
Common shares issued for debt conversion, Amount | $ 4,470,000 | |||||||||||||||||||||||
Convertible Promissory Note | Common Stock | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,603,560 | 1,889,048 | ||||||||||||||||||||||
Debt Conversion Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||
Amortization of debt discount and beneficial conversion feature | $ 2,297,716 | $ 349,956 | ||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 722,784 | $ 103,544 | ||||||||||||||||||||||
Common shares issued for debt conversion, Shares | 12,603,560 | 1,889,048 | ||||||||||||||||||||||
Conversion price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 |
Note 9 - Capital Transactions_
Note 9 - Capital Transactions: Schedule of Warrants (Details) | 12 Months Ended | |
Mar. 31, 2018$ / sharesshares | Mar. 31, 2017$ / sharesshares | |
Outstanding, Beginning Balance | shares | 32,932,413 | 19,315,334 |
Warrants issued | shares | 51,284,000 | 40,723,250 |
Warrants exercised | shares | (9,838,375) | (25,606,171) |
Warrants expired/cancelled | shares | (8,494,976) | (1,500,000) |
Outstanding, Ending Balance | shares | 65,883,062 | 32,932,413 |
Warrants exercised, Exercised Price | $ 0.20 | |
Warrants expired/cancelled, Exercised Price | $ 1 | 1 |
Minimum | ||
Warrants issued, Exercised Price | 0.60 | 0.36 |
Warrants exercised, Exercised Price | 0.01 | |
Maximum | ||
Warrants issued, Exercised Price | 1 | $ 0.60 |
Warrants exercised, Exercised Price | $ 0.20 |
Note 10 - Employee Benefit Pl_3
Note 10 - Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Allocated Share-based Compensation Expense | $ 1,800,000 | $ 1,300,000 |
Total Fair Value of Restricted Stock | $ 0 | $ 200,000 |
S8 Registration Statement | ||
Number of Shares Authorized | 8,500,000 | |
Growblox SciencesI nc 2007 Amended Stock Option Plan | ||
Number of Shares Authorized | 8,000,000 |
Note 10 - Employee Benefit Pl_4
Note 10 - Employee Benefit Plan: Schedule of Unrecognized Compensation Cost, Nonvested Awards (Details) - Employee Stock Option | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Unrecognized Compensation Cost ($) | $ 1,053,155 |
Weighted Averge Period (years) | 7 months 6 days |
Note 10 - Employee Benefit Pl_5
Note 10 - Employee Benefit Plan: Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Text Block [Abstract] | ||
Weighted-average volatility | 183.55% | 174.57% |
Expected term (in years) | 10 years | 10 years |
Risk-free interest rate | 2.02% | 1.07% |
Note 10 - Employee Benefit Pl_6
Note 10 - Employee Benefit Plan: Schedule of Stock Options Roll Forward (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Text Block [Abstract] | |||
Options, Outstanding, Beginning Balance | 6,950,000 | 2,500,000 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.26 | $ 0.25 | |
Options, Granted | 6,400,000 | 5,050,000 | |
Options, Granted, Weighted Average Exercise Price | $ 0.28 | $ 0.30 | |
Exercises of stock options, shares | (83,333) | 0 | |
Options, Exercised, Weighted Average Exercise Price | $ 0.32 | $ 0 | |
Options, Forfeited | (233,333) | (600,000) | |
Options, Forfeited, Weighted Average Exercise Price | $ 0.28 | $ 0.35 | |
Options, Outstanding, Ending Balance | 13,033,334 | 6,950,000 | 2,500,000 |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.28 | $ 0.26 | $ 0.25 |
Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 16 days | 8 years 18 days | 9 years 2 months 23 days |
Options, Outstanding, Aggregate Intrinsic Value, Ending Balance | $ 2,646,723 | $ 627,890 | $ 15,075 |
Options, Fully Vested and Expected to Vest, Outstanding | 5,031,671 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.27 | ||
Options, Fully Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,047,477 | ||
Options, Exercisable | 5,031,671 | ||
Options, Exercisable, Weighted Average Exercise Price | $ 0.27 | ||
Options, Exercisable, Aggregate Intrinsic Value | $ 1,047,477 |
Note 10 - Employee Benefit Pl_7
Note 10 - Employee Benefit Plan: Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Text Block [Abstract] | |||
Nonvested, Beginning Balance | 0 | 453,333 | |
Granted | 0 | 565,359 | |
Vested | 0 | (568,692) | |
Expired/Cancelled | 0 | (450,000) | |
Nonvested, Ending Balance | 0 | 0 | |
Non-vested, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0.35 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details) - USD ($) | Dec. 06, 2018 | Dec. 01, 2018 | Dec. 31, 2018 | Mar. 31, 2018 |
Share Price | $ 0.01 | $ 0.20 | ||
LSU AgCenter | Annual Research Investments | ||||
Other Commitment | $ 500,000 | $ 500,000 | ||
Research and Development Expense | 1,500,000 | 500,000 | ||
LSU AgCenter | Minimum Financial Contribution | ||||
Other Commitment | $ 3,400,000 | $ 3,400,000 | ||
Gross receipts, commission | 10.00% | 10.00% | ||
EMLL Group, LLC | ||||
Warrant purchase for business advisory and consulting services | 8,000,000 | |||
Share Price | $ 0.1125 | |||
Value of warrants | $ 969,197 | |||
SylvaCap Media | ||||
Warrant purchase for business advisory and consulting services | 2,000,000 | |||
Share Price | $ 0.1125 | |||
Value of warrants | $ 244,000 | |||
Stock Issued During Period, Shares, Restricted Stock | 4,000,000 | |||
Restricted common stock description | In connection with the agreement, the Company will also pay a $10,000 monthly fee for 12 months and issue 4 million restricted shares of the Company’s common stock. 2 million shares were due on the date of the contract and have been issued to the consultant. The remaining 2 million shares will be issued on June 6, 2018. |
Note 12 - Deposits and Prepay_2
Note 12 - Deposits and Prepayments (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Deposits and prepayment balances | $ 1,500,000 | $ 1,200,000 |
NVPURE | ||
Refund of deposit | 300,000 | |
LSU | ||
Proceeds from Other Deposits | $ 300,000 |
Note 13 - Related Party Trans_2
Note 13 - Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 23, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Oct. 15, 2018 | |
Allocated Share-based Compensation Expense | $ 1,800,000 | $ 1,300,000 | ||||
Fair Value of the machinery and equipment | $ 139,411 | |||||
Other expense | 113,623 | |||||
Monica Poss | ||||||
Stock Issued During Period, Shares, Issued for Services | 46,706 | |||||
Professional Fees | $ 32,626 | |||||
Allocated Share-based Compensation Expense | 11,473 | |||||
Quantum Shop | ||||||
Related Party Transaction, Amounts of Transaction | 1,100,000 | 1,700,000 | 50,000 | |||
Electrum Partners LLC | ||||||
Related Party Transaction, Amounts of Transaction | $ 73,904 | $ 75,562 | $ 75,562 | |||
Stock Issued During Period, Shares, Issued for Services | 285,412 | 34,996 | 499,102 | |||
Expenses | $ 99,596 | |||||
Electrum Partners LLC | Consulting Agreement | ||||||
Initial periodic compensation payment | $ 5,000 | |||||
Value of additional restricted stock | $ 10,000 | |||||
Pacific Leaf Ventures Lp | ||||||
Value of additional restricted stock | $ 1,040,000 | |||||
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 | |||||
Other expense | $ 250,000 | $ 3,100,000 | $ 3,045,925 | $ 510,000 | ||
Edibles Production Agreement | Credit Line Promissory Note | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 300,000 | |||||
Debt Instrument, Interest Rate During Period | 1.29% | |||||
Debt Instrument, Payment Terms | Beginning 90 days after the sale of its first product, THCLLC is to make repayment of its advances under the Note in an amount equal to 25% of its gross sales revenue. Such repayment is due within 10 days of the sale of any product. | |||||
Lease revenue terms | Under the Reimbursement Agreement, the Company will be reimbursed $4,500 per month for facility expenses and $2,000 per month for accounting and bookkeeping services | |||||
Repayments of Convertible Debt | $ 150,995 | |||||
Edibles Production Agreement | Maximum | ||||||
Royalty rates | 25.00% | 25.00% | ||||
Edibles Production Agreement | Minimum | ||||||
Royalty rates | 20.00% | 20.00% | ||||
THC LLC | ||||||
Repayments of Convertible Debt | $ 253,034 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Mar. 31, 2017 | Sep. 25, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | May 15, 2018 | Apr. 08, 2018 | Mar. 22, 2018 | |
Common Stock, Shares, Issued | 228,071,805 | 124,406,818 | 228,071,805 | 168,616,855 | 124,406,818 | ||||||
Warrants issued | 51,284,000 | 40,723,250 | |||||||||
Liabilities | $ 11,263,777 | $ 4,602,198 | $ 11,263,777 | $ 8,418,033 | $ 4,602,198 | ||||||
Common Stock, Shares Authorized | 400,000,000 | 200,000,000 | 400,000,000 | 200,000,000 | 200,000,000 | 400,000,000 | |||||
Share Price | $ 0.01 | $ 0.01 | $ 0.20 | ||||||||
Common Stock | |||||||||||
Common Stock, Shares, Issued | 8,043,545 | 8,043,545 | |||||||||
Shares issued in private placement, Shares | 18,000,000 | 29,872,500 | |||||||||
Private Placement | |||||||||||
Proceeds from warrants exercise | $ 452,835 | $ 4,400,000 | |||||||||
Share Price | $ 0.40 | ||||||||||
Shares issued in private placement, Shares | 18,000,000 | ||||||||||
Subsequent Event | |||||||||||
Common Stock, Shares Authorized | 400,000,000 | ||||||||||
Investors | |||||||||||
Warrants issued | 28,804,000 | 8,000,000 | |||||||||
Warrants exercise price description | Company effected a temporary decrease in the exercise price of the warrants from $0.60 and $0.65, respectively, to $0.30 and $0.325 per share | ||||||||||
Number of warrants exercised | 8,965,500 | ||||||||||
Proceeds from warrants exercise | $ 2,900,000 | ||||||||||
Share Price | $ 0.30 | $ 0.325 | $ 0.325 | ||||||||
Shares issued in private placement, Shares | 277,778 | ||||||||||
Investors | Private Placement | |||||||||||
Warrants issued | 8,000,000 | ||||||||||
NVPURE | |||||||||||
Interest | 100.00% | ||||||||||
Cash | $ 28,000,000 | ||||||||||
Liabilities | $ 5,000,000 | ||||||||||
Advisory agreement | Electrum Partners, LLC | |||||||||||
Common Stock, Shares, Issued | 71,878 | 71,878 | 53,088 | ||||||||
Advisory agreement | Third-party consultant | Subsequent Event | |||||||||||
Common Stock, Shares, Issued | 1,000,000 | ||||||||||
December 2018 Placement Agents Agreement | |||||||||||
Share Price | $ 0.30 | $ 0.30 | |||||||||
Shares issued in private placement, Shares | 7,971,667 | ||||||||||
Shares issued in private placement, Value | $ 1,200,000 | ||||||||||
Number of warrants purchased | 7,971,667 | ||||||||||
Warrants term | 5 years | 5 years |
Note 15 - Deconsolidation of _3
Note 15 - Deconsolidation of GB Sciences Puerto Rico, LLC (Details) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Cash and cash equivalents | $ 3,579,700 | $ 324,055 | $ 1,487,407 | $ 2,692,953 | $ 34,824 |
Long term deposits | 1,464,457 | 1,204,265 | 1,203,305 | ||
Property and equipment | 13,759,157 | 23,119,337 | 8,642,677 | ||
Less: | |||||
Carrying value of noncontrolling interest | $ 2,882,990 | $ 9,040,880 | $ 77,421 | ||
Deconsolidated | |||||
Noncash or Part Noncash Divestiture, Description | During the third quarter of the fiscal year, the Company agreed to transfer approximately 17% of its membership interest in GB Sciences Puerto Rico, LLC (GBSPR) to Cesar Cordero-Kruger, who at the time of the agreement owned approximately 34% of GBSPR. The Company did not receive any consideration in the transaction but was relieved of any obligation to fund the losses of GBSPR going forward. | ||||
Cash and cash equivalents | $ 19,417 | ||||
Long term deposits | 112,134 | ||||
Property and equipment | 45,752 | ||||
Less: | |||||
Accrued liabilities | 405,000 | ||||
Other liabilities | 875 | ||||
Net liabilities deconsolidated | (228,572) | ||||
Consideration received | 0 | ||||
Fair value of retained noncontrolling interest | 0 | ||||
Carrying value of noncontrolling interest | 129,396 | ||||
Net liabilities deconsolidated | 228,572 | ||||
Gain on sale of membership interest in GB Sciences Puerto Rico, LLC | $ 357,968 |
Note 16 - Non-Controlling Int_2
Note 16 - Non-Controlling Interests (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 23, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Feb. 12, 2018 | |
Wellcana | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 34.00% | 15.00% | ||
Noncontrolling Interest, Period Increase (Decrease) | $ 3,800,000 | $ 3,000,000 | $ 7,000,000 | |
GBSLA | ||||
Noncontrolling Interest, Explanation of Increase (Decrease) | Under the GBSLA operating agreement, Wellcana has the option to make additional capital contributions for the purchase of up to an additional 35% membership interest in GBSLA, at the rate of 5% membership interest per $1 million contributed. |