Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2019 | |
Text Block [Abstract] | ||
Registrant Name | GB SCIENCES INC | |
Registrant CIK | 0001165320 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2019 | |
Fiscal Year End | --03-31 | |
Tax Identification Number (TIN) | 59-3733133 | |
Number of common stock shares outstanding | 262,795,019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Current with reporting | Yes | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State or Country Code | NV | |
File Number | 000-55462 | |
Entity Address, Address Line One | 3550 W. Teco Avenue | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89118 | |
City Area Code | 866 | |
Local Phone Number | 721-0297 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 84,799 | $ 182,055 |
Accounts receivable, net of allowance for doubtful accounts of $134,828 and $66,748 at September 30, 2019 and March 31, 2019, respectively | 187,179 | 488,329 |
Inventory | 1,541,676 | 1,533,792 |
Prepaid expenses and other current assets | 60,066 | 262,208 |
Current assets from discontinued operations | 1,476,678 | 1,000,387 |
TOTAL CURRENT ASSETS | 3,350,398 | 3,466,771 |
Property and equipment, net | 10,265,138 | 10,481,706 |
Intangible assets, net of accumulated amortization of $3,745 at September 30, 2019 and March 31, 2019 | 1,977,672 | 1,818,802 |
Deposits and other noncurrent assets | 221,889 | 230,651 |
Operating lease right-of-use assets, net | 156,972 | 0 |
Non-current assets from discontinued operations | 13,868,180 | 14,025,372 |
TOTAL ASSETS | 29,840,249 | 30,023,302 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,621,424 | 1,374,771 |
Accrued interest | 310,415 | 142,112 |
Accrued liabilities | 393,120 | 244,931 |
Notes and convertible notes payable, net of unamortized discount of $777,321 and $799,410 at September 30, 2019 and March 31, 2019, respectively | 4,917,653 | 2,229,812 |
Income tax payable | 506,145 | 506,145 |
Finance lease obligations, current | 106,488 | 80,132 |
Operating lease obligations, current | 44,571 | 0 |
Current liabilities from discontinued operations | 1,525,506 | 2,134,277 |
TOTAL CURRENT LIABILITIES | 9,425,322 | 6,712,180 |
Note payable, net of unamortized discount of $1,919 and $13,929 at September 30, 2019 and March 31, 2019, respectively | 56,414 | 161,072 |
Operating lease obligations, long term | 126,967 | 0 |
Finance lease obligations, long term | 3,593,372 | 3,646,540 |
Long term liabilities from discontinued operations | 2,322,511 | 2,347,511 |
TOTAL LIABILITIES | 15,524,586 | 12,867,303 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, $0.0001 par value, 600,000,000 shares authorized, 255,345,019 and 240,627,102 shares issued and outstanding at September 30, 2019 and March 31, 2019, respectively | 25,535 | 24,063 |
Additional paid-in capital | 95,333,271 | 93,020,015 |
Accumulated deficit | (90,071,120) | (84,743,836) |
TOTAL GB SCIENCES, INC.STOCKHOLDERS' EQUITY | 5,287,686 | 8,300,242 |
Non-controlling interest in discontinued operations | 9,027,977 | 8,855,757 |
TOTAL EQUITY | 14,315,663 | 17,155,999 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 29,840,249 | $ 30,023,302 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Text Block [Abstract] | ||
Allowance for doubtful accounts | $ 134,828 | $ 66,748 |
Accumulated amortization | 3,745 | 3,745 |
Unamortized discount current | 777,321 | 799,410 |
Unamortized discount noncurrent | $ 1,919 | $ 13,929 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 255,345,019 | 240,627,102 |
Common Stock, Shares, Outstanding | 255,345,019 | 240,627,102 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Text Block [Abstract] | ||||
Sales revenue | $ 1,171,698 | $ 717,229 | $ 2,082,374 | $ 2,032,513 |
Cost of goods sold | (1,857,150) | (302,744) | (2,481,519) | (883,309) |
Gross profit (loss) | (685,452) | 414,485 | (399,145) | 1,149,204 |
General and administrative expenses | 1,403,314 | 3,806,320 | 3,468,863 | 7,623,356 |
LOSS FROM OPERATIONS | (2,088,766) | (3,391,835) | (3,868,008) | (6,474,152) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (475,558) | (2,765,866) | (913,374) | (4,422,714) |
Other income/(expense) | 69,457 | (3,047,667) | 69,457 | (2,949,806) |
Total other expense | (406,101) | (5,813,533) | (843,917) | (7,372,520) |
NET LOSS BEFORE INCOME TAXES | (2,494,867) | (9,205,368) | (4,711,925) | (13,846,672) |
Income tax benefit | 57,392 | 0 | 0 | 0 |
LOSS FROM CONTINUING OPERATIONS | (2,437,475) | (9,205,368) | (4,711,925) | (13,846,672) |
Loss on discontinued operations | (491,131) | (825,697) | (755,565) | (1,535,876) |
NET LOSS | (2,928,606) | (10,031,065) | (5,467,490) | (15,382,548) |
Net loss attributable to non-controlling interest | (245,565) | (291,416) | (377,781) | (475,559) |
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC. | (2,683,041) | (9,739,649) | (5,089,709) | (14,906,989) |
Net loss attributable to common stockholders of GB Sciences, Inc. | ||||
Net loss | $ (2,683,041) | $ (9,739,649) | $ (5,089,709) | $ (14,906,989) |
Net loss per common share - basic and diluted | ||||
Continuing operations | $ (0.01) | $ (0.05) | $ (0.02) | $ (0.07) |
Discontinued operations | .00 | .00 | .00 | (0.01) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.05) | $ (0.02) | $ (0.08) |
Weighted average common shares outstanding - basic and diluted | 252,700,538 | 204,143,491 | 248,392,203 | 189,787,747 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (5,467,490) | $ (15,382,548) |
Loss from discontinued operations | (755,565) | (1,535,876) |
Net loss from continuing operations | (4,711,925) | (13,846,672) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 147,428 | 399,194 |
Stock-based compensation | 341,724 | 1,995,332 |
Bad debt expense | 107,814 | 20,740 |
Amortization of debt discount and beneficial conversion feature | 434,750 | 582,809 |
Interest expense on conversion of notes payable | 26,804 | 3,464,187 |
Noncash expense recorded for settlement of royalty agreement | 0 | 2,045,925 |
Loss on extinguishment of debt and disposal of assets | 131,293 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 202,098 | (145,996) |
Prepaid expenses and other current assets | 202,142 | 1,024,924 |
Inventory | 265,206 | (658,043) |
Accounts payable | 196,509 | (248,985) |
Accrued expenses | 363,551 | 162,717 |
Net cash used in operating activities of continuing operations | (2,292,606) | (5,203,868) |
Net cash used in operating activities of discontinued operations | (1,253,851) | (1,180,054) |
Net cash used in operating activities | (3,546,457) | (6,383,922) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (202,297) | (354,158) |
Acquisition of intangible assets | (91,862) | (233,508) |
Net cash used in investing activities of continuing operations | (294,159) | (587,666) |
Net cash used in investing activities of discontinued operations | (260,623) | (7,619,934) |
Net cash used in investing activities | (554,782) | (8,207,600) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrant exercises | 1,495,200 | 8,370,720 |
Proceeds from convertible note payable | 2,600,000 | 0 |
Brokerage fees for issuance of common stock and warrants | (166,027) | 0 |
Fees for issuance of convertible note | (175,000) | 0 |
Principal payments on debt and finance lease obligations | (106,229) | (144,739) |
Cash paid to settle royalty agreement | 0 | (1,000,000) |
Net cash provided by financing activities of continuing operations | 3,647,944 | 7,225,981 |
Net cash provided by financing activities of discontinued operations | 319,854 | 6,714,856 |
Net cash provided by financing activities | 3,967,798 | 13,940,837 |
Net change in cash and cash equivalent | (133,441) | (650,685) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 227,758 | 3,579,700 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 94,317 | 2,929,015 |
Less: cash and cash equivalents classified as discontinued operations | (9,518) | (168,537) |
CASH AND CASH EQUIVALENTS AT END OF PERIOD FROM CONTINUING OPERATIONS | 84,799 | 2,760,478 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 332,167 | 391,324 |
Cash paid for income tax | 0 | 0 |
Non-cash transactions: | ||
Stock issued to upon conversion of long-term note payable | 280,000 | 4,640,971 |
Stock issued to settle royalty agreement | 0 | 36,000 |
Depreciation capitalized in inventory | 273,090 | 0 |
Induced dividend from warrant exercises | 230,025 | 2,861,436 |
Beneficial conversion feature on notes payable | 133,806 | 0 |
Property capitalized under operating leases | 182,624 | 0 |
Cumulative effect of the new lease standard | $ 7,550 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Stockholders Equity, Beginning balance at Mar. 31, 2018 | $ 16,862 | $ 70,961,104 | $ (58,229,235) | $ 2,882,990 | $ 15,631,721 |
Shares, Outstanding Beginning balance at Mar. 31, 2018 | 168,616,855 | ||||
Issuance of stock for debt conversion, value | $ 1,856 | 4,639,115 | 4,640,971 | ||
Issuance of stock for debt conversion, shares | 18,563,885 | ||||
Exercise of warrants for stock, value | $ 1,266 | 3,919,454 | 3,920,720 | ||
Exercise of warrants for stock, shares | 12,657,875 | ||||
Issuance of stock for services, value | $ 154 | 741,535 | 741,689 | ||
Issuance of stock for services, shares | 1,543,844 | ||||
Share based compensation expense, value | 661,005 | 661,005 | |||
Share based compensation expense, shares | |||||
Issuance of stock for cash, net of issuance costs, value | $ 2,028 | 4,447,972 | 4,450,000 | ||
Issuance of stock for cash, net of issuance costs, shares | 20,277,778 | ||||
Contributions from non-controlling interest | 6,714,856 | 6,714,856 | |||
Stock issued to settle royalty agreement, value | $ 10 | 35,990 | 36,000 | ||
Stock issued to settle royalty agreement, shares | 100,000 | ||||
Compensation Warrants | 592,638 | 592,638 | |||
Inducement dividend from warrant exercises | 2,861,436 | (2,861,436) | |||
Cumulative effect of the new lease standard | 0 | ||||
Net Loss | (14,906,989) | (475,559) | (15,382,548) | ||
Stockholders Equity, Ending balance at Sep. 30, 2018 | $ 22,176 | 88,860,249 | (75,997,660) | 9,122,287 | 22,007,052 |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 221,760,237 | ||||
Stockholders Equity, Beginning balance at Jun. 30, 2018 | $ 18,605 | 79,540,062 | (66,169,341) | 6,498,846 | 19,888,172 |
Shares, Outstanding Beginning balance at Jun. 30, 2018 | 186,051,491 | ||||
Issuance of stock for debt conversion, value | $ 1,318 | 3,294,703 | 3,296,021 | ||
Issuance of stock for debt conversion, shares | 13,184,087 | ||||
Exercise of warrants for stock, value | $ 166 | 424,886 | 425,052 | ||
Exercise of warrants for stock, shares | 1,656,125 | ||||
Share based compensation expense, value | $ 49 | 435,328 | 435,377 | ||
Share based compensation expense, shares | 490,756 | ||||
Issuance of stock for cash, net of issuance costs, value | $ 2,028 | 4,447,972 | 4,450,000 | ||
Issuance of stock for cash, net of issuance costs, shares | 20,277,778 | ||||
Contributions from non-controlling interest | 2,914,857 | 2,914,857 | |||
Stock issued to settle royalty agreement, value | $ 10 | 35,990 | 36,000 | ||
Stock issued to settle royalty agreement, shares | 100,000 | ||||
Compensation Warrants | 592,638 | 592,638 | |||
Inducement dividend from warrant exercises | 88,670 | (88,670) | |||
Net Loss | (9,739,649) | (291,416) | (10,031,065) | ||
Stockholders Equity, Ending balance at Sep. 30, 2018 | $ 22,176 | 88,860,249 | (75,997,660) | 9,122,287 | 22,007,052 |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 221,760,237 | ||||
Stockholders Equity, Beginning balance at Mar. 31, 2019 | $ 24,063 | 93,020,015 | (84,743,836) | 8,855,757 | 17,155,999 |
Shares, Outstanding Beginning balance at Mar. 31, 2019 | 240,627,102 | ||||
Issuance of stock for debt conversion, value | $ 200 | 279,800 | 280,000 | ||
Issuance of stock for debt conversion, shares | 2,000,000 | ||||
Exercise of warrants for stock, value | $ 945 | 849,533 | 850,478 | ||
Exercise of warrants for stock, shares | 9,449,750 | ||||
Share based compensation expense, value | 208,809 | 208,809 | |||
Share based compensation expense, shares | |||||
Issuance of stock for cash, net of issuance costs, value | $ 367 | 478,329 | 478,696 | ||
Issuance of stock for cash, net of issuance costs, shares | 3,668,167 | ||||
Beneficial conversion feature on notes payable | 133,806 | 133,806 | |||
Contributions from non-controlling interest | 550,001 | 550,001 | |||
Compensation Warrants | 132,914 | 132,914 | |||
Cancellation of shares issued to consultant, value | $ (40) | 40 | |||
Cancellation of shares issued to consultant, shares | (400,000) | ||||
Inducement dividend from warrant exercises | 230,025 | (230,025) | |||
Cumulative effect of the new lease standard | (7,550) | (7,550) | |||
Net Loss | (5,089,709) | (377,781) | (5,467,490) | ||
Stockholders Equity, Ending balance at Sep. 30, 2019 | $ 25,535 | 95,333,271 | (90,071,120) | 9,027,977 | 14,315,663 |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 255,345,019 | ||||
Stockholders Equity, Beginning balance at Jun. 30, 2019 | $ 24,686 | 94,095,065 | (87,232,454) | 8,723,541 | 15,610,838 |
Shares, Outstanding Beginning balance at Jun. 30, 2019 | 246,852,769 | ||||
Issuance of stock for debt conversion, value | $ 100 | 109,900 | 110,000 | ||
Issuance of stock for debt conversion, shares | 1,000,000 | ||||
Exercise of warrants for stock, value | $ 749 | 673,553 | 674,302 | ||
Exercise of warrants for stock, shares | 7,492,250 | ||||
Share based compensation expense, value | 32,408 | 32,408 | |||
Share based compensation expense, shares | |||||
Beneficial conversion feature on notes payable | 133,806 | 133,806 | |||
Contributions from non-controlling interest | 550,001 | 550,001 | |||
Compensation Warrants | 132,914 | 132,914 | |||
Inducement dividend from warrant exercises | 155,625 | (155,625) | |||
Net Loss | (2,683,041) | (245,565) | (2,928,606) | ||
Stockholders Equity, Ending balance at Sep. 30, 2019 | $ 25,535 | $ 95,333,271 | $ (90,071,120) | $ 9,027,977 | $ 14,315,663 |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 255,345,019 |
Note 1 - Background and Signifi
Note 1 - Background and Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 1 - Background and Significant Accounting Policies | Note 1 – Background and Significant Accounting Policies GB Sciences, Inc. (“the Company”, “GB Sciences”, “we”, “us”, or “our”) 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. GB Sciences intends to operate as an intellectual property company that will conduct its business through its subsidiaries. In addition, the Company owns and will seek to own majority interests in each of its existing and future operating subsidiaries. Through its wholly owned Canadian subsidiary, GBS Global Biopharma, Inc. (“GBSGB”), the Company conducts research and develops intellectual property related to the medicinal uses of the cannabis plant. GBSGB 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”). GBSGB’s intellectual property portfolio includes four USPTO & WIPO patent applications, two provisional USPTO patent applications, three patent applications that we anticipate filing during the fiscal year ended March 31, 2020, and licenses for three additional patents. Although we believe that maximum shareholder value will ultimately be achieved through the development, production and marketing of certified cannabinoid medicines, therapies and treatments, in order to generate near-term cash flow, we cultivate and produce cannabis extracts and products for medical and recreational purposes in Nevada and Louisiana. We currently operate cultivation and extraction facilities in Nevada under our subsidiaries GB Sciences Nevada, LLC and GB Sciences Las Vegas, LLC. As of the date of this report, we also have a presence in Louisiana through our controlling interest in GB Sciences Louisiana, LLC, which has partnered with Louisiana State University to operate a cultivation and extraction facility to produce products for the medical cannabis market. We recently agreed to terms to sell our interest in GB Sciences Louisiana, LLC for $8 million cash and up to an additional $8 million in earnout payments, with closing anticipated on or before November 30, 2019. The Company may retain its research relationship with Louisiana State University after the sale is completed and negotiations are in process as of the date of this report. 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, 2020. The balance sheet at March 31, 2019 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, 2019. 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. The ownership interest of noncontrolling participants in subsidiaries that are not wholly owned is included as a separate component of equity. The noncontrolling participants’ share of the net loss is included as “Net loss attributable to noncontrolling interest” on the unaudited consolidated statements of operations. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, inventory valuation, valuation of initial right-of-use assets and corresponding lease liabilities, valuation of beneficial conversion features in convertible debt, stock-based compensation expense, purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. Reclassifications Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. The current and long-term capital lease obligations recorded in the consolidated balance sheet as of March 31, 2019 have been reclassified to conform to the current period presentation as finance lease obligations, current, and finance lease obligations, long term. In addition, the assets, liabilities, income, and cash flows of GB Sciences Louisiana, LLC have been separated from the comparative period amounts to confirm to the current period presentation as discontinued operations as the result of the agreement to pursue the sale of the Company’s interest in GB Sciences Louisiana, LLC (Note 10). The reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company. Discontinued Operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. The assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: Discontinued Operations – (continued) September 30, 2019 March 31, 2019 Continuing Discontinued Total Continuing Discontinued Total ASSETS CURRENT ASSETS Cash $ 84,799 $ 9,519 $ 94,318 $ 182,055 $ 45,703 $ 227,758 Accounts receivable, net 187,179 - 187,179 488,329 - 488,329 Inventory, net 1,541,676 1,450,985 2,992,661 1,533,792 602,714 2,136,506 Prepaid and other current assets 60,066 16,174 76,240 262,208 351,970 614,178 TOTAL CURRENT ASSETS 1,873,720 1,476,678 3,350,398 2,466,384 1,000,387 3,466,771 Property and equipment, net 10,265,138 12,857,404 23,122,542 10,481,706 13,022,996 23,504,702 Intangible assets, net 1,977,672 - 1,977,672 1,818,802 - 1,818,802 Deposits and other noncurrent assets 221,889 1,002,376 1,224,265 230,651 1,002,376 1,233,027 Operating lease right-of-use assets, net 156,972 8,400 165,372 - - - TOTAL ASSETS $ 14,495,391 $ 15,344,858 $ 29,840,249 $ 14,997,543 $ 15,025,759 $ 30,023,302 LIABILITIES CURRENT LIABILITIES Accounts payable $ 1,621,424 $ 1,303,079 $ 2,924,503 $ 1,374,771 $ 1,695,985 $ 3,070,756 Accrued interest 310,415 - 310,415 142,112 - 142,112 Accrued expenses 393,120 57,296 450,416 244,931 76,415 321,346 Notes payable, net 4,917,653 100,000 5,017,653 2,229,812 300,000 2,529,812 Income tax payable 506,145 - 506,145 506,145 - 506,145 Finance lease obligations, current 106,488 65,131 171,619 80,132 61,877 142,009 Operating lease obligations, current 44,571 - 44,571 - - - TOTAL CURRENT LIABILITIES 7,899,816 1,525,506 9,425,322 4,577,903 2,134,277 6,712,180 Note payable, net 56,414 - 56,414 161,072 161,072 Operating lease obligations, long term 126,967 8,400 135,367 - - Finance lease obligations, long term 3,593,372 2,314,111 5,907,483 3,646,540 2,347,511 5,994,051 TOTAL LIABILITIES $ 11,676,569 $ 3,848,017 $ 15,524,586 $ 8,385,515 $ 4,481,788 $ 12,867,303 The revenues and expenses associated with discontinued operations included in our condensed consolidated statements of operations were as follows: For the Three Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 1,171,698 $ 377,007 $ 1,548,705 $ 717,229 $ - $ 717,229 Cost of goods sold (1,857,150) (380,629) (2,237,779) (302,744) - (302,744) Gross profit (loss) (685,452) (3,622) (689,074) 414,485 - 414,485 General and administrative expenses 1,403,314 424,732 1,828,046 3,806,320 762,712 4,569,032 LOSS FROM OPERATIONS (2,088,766) (428,354) (2,517,120) (3,391,835) (762,712) (4,154,547) OTHER INCOME/(EXPENSE) Interest expense (475,558) (62,777) (538,335) (2,765,866) (62,985) (2,828,851) Other income/(expense) 69,457 - 69,457 (3,047,667) - (3,047,667) Total other expense (406,101) (62,777) (468,878) (5,813,533) (62,985) (5,876,518) NET LOSS BEFORE INCOME TAXES (2,494,867) (491,131) (2,985,998) (9,205,368) (825,697) (10,031,065) Income tax benefit 57,392 - 57,392 - - - NET LOSS $ (2,437,475) $ (491,131) $ (2,928,606) $ (9,205,368) $ (825,697) $ (10,031,065) For the Six Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 2,082,374 $ 377,007 $ 2,459,381 $ 2,032,513 $ - $ 2,032,513 Cost of goods sold (2,481,519) (380,629) (2,862,148) (883,309) - (883,309) Gross profit (loss) (399,145) (3,622) (402,767) 1,149,204 - 1,149,204 General and administrative expenses 3,468,863 626,571 4,095,434 7,623,356 1,409,557 9,032,913 LOSS FROM OPERATIONS (3,868,008) (630,193) (4,498,201) (6,474,152) (1,409,557) (7,883,709) OTHER INCOME/(EXPENSE) Interest expense (913,374) (125,372) (1,038,746) (4,422,714) (126,319) (4,549,033) Other income/(expense) 69,457 - 69,457 (2,949,806) - (2,949,806) Total other expense (843,917) (125,372) (969,289) (7,372,520) (126,319) (7,498,839) NET LOSS BEFORE INCOME TAXES (4,711,925) (755,565) (5,467,490) (13,846,672) (1,535,876) (15,382,548) Income tax benefit - - - - - - NET LOSS $ (4,711,925) $ (755,565) $ (5,467,490) $ (13,846,672) $ (1,535,876) $ (15,382,548) 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. No indicators of impairment were identified by the Company as of March 31, 2019. 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 net realizable 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. 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 and Emerging Issues Task Force (“EITF”) 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments”. A beneficial conversion feature (“BCF”) exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The Company calculates the fair value of warrants issued with the convertible notes using the Black-Scholes valuation model and uses the same assumptions for valuing any employee options in accordance with ASC Topic 718 Compensation – Stock Compensation. The only difference is that the contractual life of the warrants is used. 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. 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. 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 136,230,024 and 73,579,521 potentially dilutive common shares at September 30, 2019 and 2018, 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. Recent Accounting Pronouncements Recently Adopted Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), (the "New Lease Standard"). This standard requires leases, other than short-term, to be recognized on the balance sheet as a lease liability and a corresponding right-of-use asset. Lease payments include fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and others as required by the standard. Lease payments do not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components. This standard is effective for interim and annual reporting periods beginning after December 15, 2018 and the Company adopted the standard as of April 1, 2019. The Company also elected the package of practical expedients, which among other things, does not require reassessment of lease classification. The Company adopted the New Lease Standard using the modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, "Targeted Improvements - Leases (Topic 842)." Under this method, the cumulative effect adjustment to the opening balance of retained earnings is recognized at the adoption date. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption on April 1, 2019. The Company's consolidated balance sheet was affected by this standard, but the consolidated statement of operations and consolidated statement of cash flows were not significantly impacted. The most significant change to the consolidated balance sheet upon adoption on April 1, 2019 relates to the recognition of new right-of-use (ROU) assets of $182,624, net of accumulated amortizations, and operating liabilities of $190,173 at the date of adoption. The Company's accounting for finance leases remains substantially unchanged. In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company as of April 1, 2019. The Company determined that all share-based payments were settled as of the date of the adoption, so there was no impact on the Company's consolidated financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Note 2 - Going Concern
Note 2 - Going Concern | 6 Months Ended |
Sep. 30, 2019 | |
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 $90,071,120 at September 30, 2019. The Company had a working capital deficit of $6,074,924 including a deficit of $48,828 from discontinued operations at September 30, 2019, compared to $3,245,409 including a deficit of $1,133,890 from discontinued operations at March 31, 2019. In addition, the Company has consumed cash in its operating activities of $3,546,457 including $1,253,851 from discontinued operations for the six months ended September 30, 2019, compared to $6,383,922 including $1,180,054 from discontinued operations 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 consolidated 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. |
Noite 3 - Inventory
Noite 3 - Inventory | 6 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Noite 3 - Inventory | Note 3 – Inventory Raw materials consist of supplies, materials, and consumables used in the cultivation and extraction processes. Work-in-progress includes live plants and cannabis in the drying, curing, and trimming processes. Finished goods includes completed cannabis flower, trim, extracts, and vapes in bulk and packaged forms. September 30, March 31, Raw materials $ 191,743 $ 440,414 Work in progress 566,686 676,341 Finished goods 783,247 417,037 Total inventory $ 1,541,676 $ 1,533,792 |
Note 4 - Lease
Note 4 - Lease | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 4 - Lease | Note 4 – Leases The Company determines if an arrangement is a lease at inception and has lease agreements for warehouses, office facilities, and equipment. These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2021 to 2032. As a result of the adoption of ASC 842, certain real estate and equipment operating leases have been recorded on the balance sheet with a lease liability and right-of-use asset ("ROU"). Application of this standard resulted in the recognition of ROU assets of $182,624, net of accumulated amortization, and a corresponding lease liability of $190,173 at the April 1, 2019, date of adoption. Accounting for finance leases is substantially unchanged. Operating leases are included in operating lease ROU assets, operating lease obligations, current, and operating lease obligations, long term on the condensed consolidated balance sheets. Finance leases are included in property and equipment, finance lease obligations, short term, and finance lease obligations, long term, on the condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available. The rates used to discount finance leases previously recorded as capital leases range from 10.2% to 11.5%. Operating leases were discounted at a rate of 17.0%. Lease terms include options to extend when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet. During the six months ended September 30, 2019, finance lease costs recorded in the consolidated financial statements were $340,880, of which $214,394 represents interest expense and $126,486 represents amortization of the right-of-use assets. Operating lease costs were $41,174, of which $15,522 represents interest expense and $25,652 represents amortization of the right-of-use assets. Discontinued operations includes $222,824 in finance lease costs, of which $123,382 represents interest expense and $84,167 represents amortization of right-of-use assets. Amortization of lease assets is included in general and administrative expenses. The future minimum lease payments of lease liabilities as of September 30, 2019, from continuing operations are as follows: Year Ending March 31, Finance Leases Operating 2020 (6 months) $ 300,871 $ 35,093 2021 528,443 71,548 2022 544,296 73,939 2023 560,625 38,101 2024 577,444 3,927 Thereafter 4,375,869 - Total undiscounted lease payments 6,887,548 222,608 Less: Amount representing interest (3,187,688) (51,070) Present value of minimum lease payments 3,699,860 171,538 Less: Current maturities of lease obligations (106,488) (44,571) Long-term lease obligations $ 3,593,372 $ 126,967 |
Note 5 - Notes Payable
Note 5 - Notes Payable | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 5 - Notes Payable | Note 5 – Notes Payable 6% Note Payable due November 30, 2018 On July 28, 2018, the Company entered into the Amendment and Termination Agreement (“Amendment and Termination Agreement”) with Pacific Leaf Ventures, L.P (“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. 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 accrued interest at a rate of 6% per annum and matured on November 30, 2018. The Company recorded interest expense of $5,425 related to the Promissory Note for the three months ended September 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 Six Months Ended September 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. 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 Consolidated Statement of Operations for the year ended March 31, 2019, under the other expense caption. The Company made additional payments on the promissory note of $100,000 on January 16, 2019, $100,000 on February 6, 2019, and a final payment of $210,000 on March 4, 2019 which paid the note off in full. Because the Amendment and Termination Agreement irrevocably terminated the Pacific Leaf Royalty Agreement 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 six months ended September 30, 2018. In total, the Company recorded $3.0 million in Other Expense in its Condensed Consolidated Statement of Operations for the three and six months ended September 30, 2018, as summarized in the table below: Amounts Recorded in Other Expense For the Three and Six Months Ended Prepaid royalties expensed during the quarter $ 1,530,000 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 Long-term note payable and accrued interest terminated (20,075) Total non-cash expense 2,045,925 Cash payments made in August 2018 1,000,000 Total $ 2,045,925 0% Note Payable dated October 23, 2017 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 a one-time payment of $500,000 and issued a 0% Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. The present value of the note was $521,067 on the date of its issuance based on an imputed interest rate of 20.3% and the Company recorded a discount on notes payable of $178,933. During the six months ended September 30, 2019, the Company recorded $31,092 in interest expense related to amortization of the note discount. As of the date of this report, five monthly payments on the note totaling $97,222 are unpaid. The terms of the note provide the Company ten days to cure any breach upon written notification of default received from the lender. To date, 483 Management has not provided the Company with written notification of default and we are in the process of negotiating a forbearance agreement. If the Company is unable to cure the default within ten days of receiving a written notice, 483 Management will have the option to accelerate the remaining balance owed of $369,444 and impose a penalty interest rate of 10%, but must notify the Company in writing should it choose to do so. Note payable 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 began making 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 September 30, 2019, the following notes payable were recorded in the Company’s consolidated balance sheet: As of September 30, 2019 Short-Term Notes Payable Face Value Discount Carrying Value 6% Convertible promissory notes payable (Note 6) $ 1,257,000 $ (360,134) $ 896,866 8% Convertible Secured Promissory Note dated February 28, 2019, as amended (Note 6) $ 1,361,863 $ (101,611) $ 1,260,252 8% Convertible Promissory Note dated April 23, 2019 $ 2,765,000 $ (261,760) $ 2,503,240 0% Note Payable dated October 23, 2017, current portion $ 311,111 $ (53,816) $ 257,295 Total Short-Term Notes Payable $ 5,694,974 $ (777,321) $ 4,917,653 Long-Term Notes Payable 0% Note Payable dated October 23, 2017 $ 58,333 $ (1,919) $ 56,414 Total Long-Term Notes Payable $ 58,333 $ (1,919) $ 56,414 Discontinued Operations 0% Note Payable dated December 20, 2018 $ 100,000 $ - $ 100,000 |
Note 6 - Convertible Notes
Note 6 - Convertible Notes | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 6 - Convertible Notes | Note 6 – Convertible Notes March 2017 Convertible Note Offering 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. July 2017 Convertible Note Offering 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. As of September 30, 2019, convertible notes having a carrying value of $896,866, net of unamortized discount of $360,134 remained outstanding from the March 2017 and July 2017 note offerings, and accrued interest on the notes was $159,371. Interest expense for the six months ended September 30, 2019, was $242,608, of which $204,795 was amortization of the note discount. 8% Senior Secured Convertible Promissory Note dated February 28, 2019 On February 28, 2019, the Company issued a $1,500,000 8% Senior Secured Convertible Promissory Note and entered into the Note Purchase Agreement and Security Agreement with CSW Ventures, LP (together, “CSW Note”). The note matures on August 28, 2020 and is convertible at any time until maturity into 8,823,529 shares of the Company’s common stock at $0.17 per share. Collateral pledged as security for the note includes all of the Company’s 100% membership interests in GB Sciences, Nevada, LLC and GB Sciences Las Vegas, LLC, which together represent substantially all of the Company’s cannabis cultivation and production operations and assets located at its Teco facility in Las Vegas, Nevada. The intrinsic value of the beneficial conversion feature resulting from the market price of the Company’s common stock in excess of the conversion price was $176,471 on the date of issuance, and the Company recorded a discount on the CSW Note in that amount. During the six months ended September 30, 2019, the Company recorded accrued interest on the CSW Note of $32,186 and recorded an additional $61,286 in interest expense as the result of amortization of the note discount. On May 28, 2019, the Company received notice from CSW Ventures, L.P. of the conversion of a total of $170,000 of the principal balance of the 8% Senior Secured Promissory Note dated February 28, 2019. Accordingly, the Company issued 1,000,000 shares of its common stock based on a $0.17 per share conversion price. In connection with the conversions, $17,225 in unamortized discount was recorded as interest expense and the Company has reduced the carrying amount of convertible notes payable by $152,775. After conversion, the remaining balance outstanding was $1,330,000 at September 30, 2019. On July 12, 2019, the Company entered into the Amendment to Note Documents and the Amended and Restated 8% Senior Secured Promissory Note (together, “CSW Amendment”). The CSW Amendment increased the balance of the CSW Note by $100,000 to reflect an additional $100,000 advanced to the Company on July 12, 2019, and by $41,863 to add accrued interest to date to the principal balance. The CSW Amendment also decreased the conversion price to $0.11 per share, with the remaining terms unchanged from the original CSW Note. We evaluated the modification under the guidance in ASC 470-50 and determined that the amendment represents an extinguishment because the change in the fair value of the conversion feature exceeded 10% of the carrying value of the CSW Note on the amendment date. The carrying value of the amended note on the date of extinguishment was $1,338,057, net of a beneficial conversion feature discount of $133,806, and we recorded a loss on extinguishment of $124,158. During the six months ended September 30, 2019, we recorded interest expense of $46,953 related to the amended CSW Note consisting of $24,338 in accrued interest and $22,615 related to amortization of the note discount. On August 1, 2019, the Company received notice from CSW Ventures, L.P. of the conversion of a total of $110,000 of the principal balance of the Amended CSW Note at $0.11 per share. Accordingly, the Company issued 1,000,000 shares of its common stock. In connection with the conversions, $9,579 in unamortized discount was recorded as interest expense and the Company has reduced the carrying amount of convertible notes payable by $100,421. After conversion, the remaining balance outstanding was $1,361,863. As of the date of this report, the Company is in default on the amended CSW Note due to non-payment of the quarterly interest payment that was due on October 1, 2019 and nonpayment of an income tax liability related to the March 31, 2018 tax year. The terms of the note provide that the Company has 5 days to cure a default caused by nonpayment of interest and ten days to cure a default caused by noncompliance with affirmative or negative debt covenants. As of the date of this report, the lender has not provided formal notice of the default and the Company is negotiating a forbearance agreement with the lender. Upon written notice of default to the Company, the lender may accelerate the payment of principal and interest and enforce its remedies under the Security Agreement. On October 23, 2019, as an inducement to entering into a forbearance agreement, the Company entered into an additional Amendment to Promissory Note with CSW Ventures, L.P., which reduced the conversion price of the CSW Note from $0.11 to $0.08. The final terms of the forbearance agreement have not been negotiated and executed as of the date of this report (see Note 11 Subsequent Events). 8% Convertible Promissory Note dated April 23, 2019 On April 23, 2019, the Company entered into the Note Purchase Agreement with Iliad Research and Trading, L.P. and issued an 8% Convertible Promissory Note with a face value of $2,765,000. The Note was issued with original issue discount of $265,000 and is convertible into shares of the Company’s common stock at a price of $0.17 per share at the option of the note holder at any time until the Note is repaid. The Note matures on April 22, 2020. A total discount of $440,000 was recorded on the note, which includes $265,000 of original issue discount and $175,000 in fees paid to brokers. During the six months ended September 30, 2019, interest expense related to the note was $274,599, of which $178,240 was amortization of the note discount. The note includes cross-default and cross-acceleration clauses that may be triggered by the defaults on the Company’s other debts described above in Note 5 and Note 6. |
Note 7 - Capital Transactions
Note 7 - Capital Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 7 - Capital Transactions | Note 7 – Capital Transactions Increase in 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 an increase in the number of authorized capital shares from 250,000,000 to 400,000,000. On August 15, 2019, Shareholders of the Company approved an increase in authorized capital shares from 400,000,000 to 600,000,000. Sale of Common Stock and Exercise of Warrants Debt Conversions On May 28, 2019, the Company received notice from CSW Ventures, L.P. of the conversion of a total of $170,000 of the principal balance of the 8% Senior Secured Promissory Note dated February 28, 2019 (See Note 6). Accordingly, the Company issued 1,000,000 shares of its common stock based on a $0.17 per share conversion price. In connection with the conversions, $17,225 in unamortized discount was recorded as interest expense and the Company has reduced the carrying amount of convertible notes payable by $152,775. On August 1, 2019, the Company received notice from CSW Ventures, L.P. of the conversion of a total of $110,000 of the principal balance of the Amended CSW Note at $0.11 per share. Accordingly, the Company issued 1,000,000 shares of its common stock. In connection with the conversions, $9,579 in unamortized discount was recorded as interest expense and the Company has reduced the carrying amount of convertible notes payable by $100,421. After conversion, the remaining balance outstanding was $1,361,863. Exercise of Warrants for Stock In order to encourage the exercise of approximately 70.5 million warrants issued to investors in private placements of convertible notes and common stock having exercise prices ranging between $0.65 and $0.30, the Company effected a temporary decrease in the exercise price of the warrants to $0.10 per share until July 11, 2019. On July 12, 2019, the Company extended the repricing of the warrants through August 30, 2019, and on July 31, 2019, the Company extended the repricing of the warrants to September 30, 2019. As a result of the price reduction, the Company received notice of the exercise of 9,449,750 warrants and received proceeds of $850,478, net of brokerage fees of $94,498. In connection with the induced exercise of the warrants, the Company recorded an inducement dividend of $230,025. Stock Issued in Private Placement 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 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 for a total of 20,000,000 units 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. During the six months ended September 30, 2019, the Company received a total of $478,696 in proceeds from the private placement, net of $71,529 in brokerage fees and issued 3,668,167 shares of its common stock and 3,668,167 warrants to purchase one share of its common stock at $0.30 per share. Cancellation of Shares Issued to Consultant During the six months ended September 30, 2019, the Company cancelled 400,000 shares of common stock issued to a consultant as compensation for services rendered during the year ended March 31, 2019, that were initially issued as part of the consulting agreement. During the quarter ended June 30, 2019, the Company agreed to amend the consulting agreement to issue options instead of the shares. The amendment has not yet been executed nor has the option agreement as of September 30, 2019. Options and Warrants At the conclusion of the December 2018 private placement on September 30, 2019, the Company issued 1,954,613 compensation warrants to the broker participating in the private placement. The warrants are exercisable at $0.30 per share until expiration on June 15, 2024 and are eligible for cashless exercise. The Company recorded a $132,914 expense related to the issuance of the warrants. For the six months ended September 30, 2019, the Company recorded $208,809 in share-based compensation expense relating to options granted to employees and consultants in prior periods. |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 8 - Commitments and Contingencies | Note 8 – 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 $500,000 annual research investment is prepaid annually in September and amortized over a one-year period. The 10% commission on gross receipts is accrued and paid as the sales are made. The Company’s first sales in Louisiana were made on August 6, 2019 and total expense related to the 10% commission was $37,701 for the three months ended September 30, 2019 and that amount is accrued in current liabilities from discontinued operations. The monetary contributions will 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 with the other 50% retained by the Company. As of September 30, 2019, GB Sciences has made payments totaling $1,600,000 toward its obligations under the agreement. For the six months ended September 30, 2019, the Company recorded $250,000 in expense related to the agreement. On December 6, 2018, the Company entered into an agreement with SylvaCap Media for business advisory and consulting services. In consideration for the services, the Company issued 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. The fair value of the warrants was recognized as consulting expense over the term of the agreement. The company recorded $162,667 in expense related to the warrants for the six months ended September 30, 2019. The Company also agreed to pay the consultant a $10,000 monthly fee for 12 months and to issue 4 million restricted shares of the Company’s common stock. The Company issued 2 million shares on the date of the contract, with the remaining 2 million due six months after the date of the agreement. On June 6, 2019, the Company entered into a Cancellation and Settlement with SylvaCap Media and terminated the December 6, 2018 agreement. In consideration for terminating the agreement, the Company will pay $135,000 as a one-time cancellation fee and will not issue the remaining two million shares due under the agreement. This amount is accrued in accounts payable as of September 30, 2019. During the year ended March 31, 2019, the Company recorded a $200,000 charge related to seizure of cash by local law enforcement during a routine traffic stop while transporting the cash to one of our subsidiaries. The charge was recorded in other expense as the Company believed it was more likely than not that the cash would not be returned. After appealing the seizure of the cash through the proper channels, the cash was returned to the Company on September 6, 2019, and the Company recorded other income on that date. 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 9 - Related Party Transact
Note 9 - Related Party Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 9 - Related Party Transactions | Note 9 – Related Party Transactions During the six months ended September 30, 2019, the Company made payments totaling $200,000 on the 0% Note Payable to BCM MED, LLC. BCM MED, LLC shares common ownership with Wellcana Group, LLC, who hold the noncontrolling interest in GB Sciences Louisiana, LLC. |
Note 10 - Non-Controlling Inter
Note 10 - Non-Controlling Interest | 6 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Note 10 - Non-Controlling Interest | Note 10 – Non-Controlling Interest On February 12, 2018, the Company’s wholly-owned subsidiary, GB Sciences Louisiana, LLC (“GBLA"), issued members’ equity interests equal to 15% in GBLA to Wellcana Group, LLC (“Wellcana”) for $3 million. Under the GBLA operating agreement, Wellcana had an option to make additional capital contributions for the purchase of up to an additional 35% membership interest in GBLA, at the rate of 5% membership interest per $1 million contributed. To date, Wellcana has made additional cash contributions of $7.0 million and its non-controlling interest in GBLA increased 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 GBLA. On September 12, 2019, we signed a term sheet under which an entity affiliated with Wellcana will pursue the purchase of the Company’s controlling interest in GBLA in exchange for $8 million cash with the potential for up to an additional $8 million over time through earn out provisions. The parties would negotiate and draft a Purchase and Sale Agreement with the intent to close the transaction by October 31, 2019. On October 31, 2019, we signed an agreement extending the date of closing to November 30, 2019. Because of the plan to sell the Company’s interest in GBLA, we determined that GB Sciences Louisiana, LLC qualifies as a discontinued operation under the relevant accounting guidance, and accordingly the assets, liabilities, income, and cash flows of GB Sciences Louisiana, LLC are separated from continuing operations for all periods presented. The net loss attributable to the non-controlling interest in GBLA was $377,781 for the six months ended September 30, 2019. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 11 - Subsequent Events | Note 11 – Subsequent Events Capital Transactions Subsequent to September 30, 2019, the Company issued 7,450,000 shares of its common stock as the result of the following transactions: · On October 9, 2019, the Company issued 2,000,000 shares to a consultant as prepayment for consulting services. · On October 10, 2019, the Company issued 200,000 shares of its common stock to the landlord of its Teco facility in Nevada in as consideration for deferment of lease payments until November 15, 2019. · On October 16, 2019, the Company issued 4,000,000 shares of its common stock and 2,000,000 warrants to purchase one share of common stock at $0.08 per share for three years to an investor in exchange for $240,000 cash. · On October 30, 2019, the Company agreed to a limited one-time reduction to the conversion price of the $2,765,000 8% Convertible Promissory Note dated April 23, 2019 and received notice of the conversion of $75,000 principal balance at $0.06 per share. As the result of that conversion, we issued 1,250,000 shares of common stock and reduced the principal balance of the note by $75,000. Amendment to 8% Senior Secured Convertible Promissory Note dated February 12, 2019 On October 23, 2019, as an inducement to entering into a forbearance agreement, the Company entered into an additional Amendment to Promissory Note with CSW Ventures, L.P., which reduced the conversion price of the CSW Note from $0.11 to $0.08. The Company evaluated the modification under the guidance in ASC 470-50 and determined that the price reduction may represent terms that are substantially different from the pre-modification note and we anticipate recording a loss on extinguishment of $92,796. |
Note 1 - Background and Signi_2
Note 1 - Background and Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
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, 2020. The balance sheet at March 31, 2019 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, 2019. |
Principles of Consolidation | Principles of Consolidation We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority-owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. The ownership interest of noncontrolling participants in subsidiaries that are not wholly owned is included as a separate component of equity. The noncontrolling participants’ share of the net loss is included as “Net loss attributable to noncontrolling interest” on the unaudited consolidated statements of operations. |
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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, inventory valuation, valuation of initial right-of-use assets and corresponding lease liabilities, valuation of beneficial conversion features in convertible debt, stock-based compensation expense, purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. The current and long-term capital lease obligations recorded in the consolidated balance sheet as of March 31, 2019 have been reclassified to conform to the current period presentation as finance lease obligations, current, and finance lease obligations, long term. In addition, the assets, liabilities, income, and cash flows of GB Sciences Louisiana, LLC have been separated from the comparative period amounts to confirm to the current period presentation as discontinued operations as the result of the agreement to pursue the sale of the Company’s interest in GB Sciences Louisiana, LLC (Note 10). The reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company. |
Discontinued Operations | Discontinued Operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. The assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: Discontinued Operations – (continued) September 30, 2019 March 31, 2019 Continuing Discontinued Total Continuing Discontinued Total ASSETS CURRENT ASSETS Cash $ 84,799 $ 9,519 $ 94,318 $ 182,055 $ 45,703 $ 227,758 Accounts receivable, net 187,179 - 187,179 488,329 - 488,329 Inventory, net 1,541,676 1,450,985 2,992,661 1,533,792 602,714 2,136,506 Prepaid and other current assets 60,066 16,174 76,240 262,208 351,970 614,178 TOTAL CURRENT ASSETS 1,873,720 1,476,678 3,350,398 2,466,384 1,000,387 3,466,771 Property and equipment, net 10,265,138 12,857,404 23,122,542 10,481,706 13,022,996 23,504,702 Intangible assets, net 1,977,672 - 1,977,672 1,818,802 - 1,818,802 Deposits and other noncurrent assets 221,889 1,002,376 1,224,265 230,651 1,002,376 1,233,027 Operating lease right-of-use assets, net 156,972 8,400 165,372 - - - TOTAL ASSETS $ 14,495,391 $ 15,344,858 $ 29,840,249 $ 14,997,543 $ 15,025,759 $ 30,023,302 LIABILITIES CURRENT LIABILITIES Accounts payable $ 1,621,424 $ 1,303,079 $ 2,924,503 $ 1,374,771 $ 1,695,985 $ 3,070,756 Accrued interest 310,415 - 310,415 142,112 - 142,112 Accrued expenses 393,120 57,296 450,416 244,931 76,415 321,346 Notes payable, net 4,917,653 100,000 5,017,653 2,229,812 300,000 2,529,812 Income tax payable 506,145 - 506,145 506,145 - 506,145 Finance lease obligations, current 106,488 65,131 171,619 80,132 61,877 142,009 Operating lease obligations, current 44,571 - 44,571 - - - TOTAL CURRENT LIABILITIES 7,899,816 1,525,506 9,425,322 4,577,903 2,134,277 6,712,180 Note payable, net 56,414 - 56,414 161,072 161,072 Operating lease obligations, long term 126,967 8,400 135,367 - - Finance lease obligations, long term 3,593,372 2,314,111 5,907,483 3,646,540 2,347,511 5,994,051 TOTAL LIABILITIES $ 11,676,569 $ 3,848,017 $ 15,524,586 $ 8,385,515 $ 4,481,788 $ 12,867,303 The revenues and expenses associated with discontinued operations included in our condensed consolidated statements of operations were as follows: For the Three Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 1,171,698 $ 377,007 $ 1,548,705 $ 717,229 $ - $ 717,229 Cost of goods sold (1,857,150) (380,629) (2,237,779) (302,744) - (302,744) Gross profit (loss) (685,452) (3,622) (689,074) 414,485 - 414,485 General and administrative expenses 1,403,314 424,732 1,828,046 3,806,320 762,712 4,569,032 LOSS FROM OPERATIONS (2,088,766) (428,354) (2,517,120) (3,391,835) (762,712) (4,154,547) OTHER INCOME/(EXPENSE) Interest expense (475,558) (62,777) (538,335) (2,765,866) (62,985) (2,828,851) Other income/(expense) 69,457 - 69,457 (3,047,667) - (3,047,667) Total other expense (406,101) (62,777) (468,878) (5,813,533) (62,985) (5,876,518) NET LOSS BEFORE INCOME TAXES (2,494,867) (491,131) (2,985,998) (9,205,368) (825,697) (10,031,065) Income tax benefit 57,392 - 57,392 - - - NET LOSS $ (2,437,475) $ (491,131) $ (2,928,606) $ (9,205,368) $ (825,697) $ (10,031,065) For the Six Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 2,082,374 $ 377,007 $ 2,459,381 $ 2,032,513 $ - $ 2,032,513 Cost of goods sold (2,481,519) (380,629) (2,862,148) (883,309) - (883,309) Gross profit (loss) (399,145) (3,622) (402,767) 1,149,204 - 1,149,204 General and administrative expenses 3,468,863 626,571 4,095,434 7,623,356 1,409,557 9,032,913 LOSS FROM OPERATIONS (3,868,008) (630,193) (4,498,201) (6,474,152) (1,409,557) (7,883,709) OTHER INCOME/(EXPENSE) Interest expense (913,374) (125,372) (1,038,746) (4,422,714) (126,319) (4,549,033) Other income/(expense) 69,457 - 69,457 (2,949,806) - (2,949,806) Total other expense (843,917) (125,372) (969,289) (7,372,520) (126,319) (7,498,839) NET LOSS BEFORE INCOME TAXES (4,711,925) (755,565) (5,467,490) (13,846,672) (1,535,876) (15,382,548) Income tax benefit - - - - - - NET LOSS $ (4,711,925) $ (755,565) $ (5,467,490) $ (13,846,672) $ (1,535,876) $ (15,382,548) |
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. No indicators of impairment were identified by the Company as of March 31, 2019. |
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 net realizable 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. |
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 and Emerging Issues Task Force (“EITF”) 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments”. A beneficial conversion feature (“BCF”) exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The Company calculates the fair value of warrants issued with the convertible notes using the Black-Scholes valuation model and uses the same assumptions for valuing any employee options in accordance with ASC Topic 718 Compensation – Stock Compensation. The only difference is that the contractual life of the warrants is used. 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. |
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. |
Loss Per Share | 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 136,230,024 and 73,579,521 potentially dilutive common shares at September 30, 2019 and 2018, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), (the "New Lease Standard"). This standard requires leases, other than short-term, to be recognized on the balance sheet as a lease liability and a corresponding right-of-use asset. Lease payments include fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and others as required by the standard. Lease payments do not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components. This standard is effective for interim and annual reporting periods beginning after December 15, 2018 and the Company adopted the standard as of April 1, 2019. The Company also elected the package of practical expedients, which among other things, does not require reassessment of lease classification. The Company adopted the New Lease Standard using the modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, "Targeted Improvements - Leases (Topic 842)." Under this method, the cumulative effect adjustment to the opening balance of retained earnings is recognized at the adoption date. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption on April 1, 2019. The Company's consolidated balance sheet was affected by this standard, but the consolidated statement of operations and consolidated statement of cash flows were not significantly impacted. The most significant change to the consolidated balance sheet upon adoption on April 1, 2019 relates to the recognition of new right-of-use (ROU) assets of $182,624, net of accumulated amortizations, and operating liabilities of $190,173 at the date of adoption. The Company's accounting for finance leases remains substantially unchanged. In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company as of April 1, 2019. The Company determined that all share-based payments were settled as of the date of the adoption, so there was no impact on the Company's consolidated financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Note 1 - Background and Signi_3
Note 1 - Background and Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Disposal Groups, Including Discontinued Operations | The assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: Discontinued Operations – (continued) September 30, 2019 March 31, 2019 Continuing Discontinued Total Continuing Discontinued Total ASSETS CURRENT ASSETS Cash $ 84,799 $ 9,519 $ 94,318 $ 182,055 $ 45,703 $ 227,758 Accounts receivable, net 187,179 - 187,179 488,329 - 488,329 Inventory, net 1,541,676 1,450,985 2,992,661 1,533,792 602,714 2,136,506 Prepaid and other current assets 60,066 16,174 76,240 262,208 351,970 614,178 TOTAL CURRENT ASSETS 1,873,720 1,476,678 3,350,398 2,466,384 1,000,387 3,466,771 Property and equipment, net 10,265,138 12,857,404 23,122,542 10,481,706 13,022,996 23,504,702 Intangible assets, net 1,977,672 - 1,977,672 1,818,802 - 1,818,802 Deposits and other noncurrent assets 221,889 1,002,376 1,224,265 230,651 1,002,376 1,233,027 Operating lease right-of-use assets, net 156,972 8,400 165,372 - - - TOTAL ASSETS $ 14,495,391 $ 15,344,858 $ 29,840,249 $ 14,997,543 $ 15,025,759 $ 30,023,302 LIABILITIES CURRENT LIABILITIES Accounts payable $ 1,621,424 $ 1,303,079 $ 2,924,503 $ 1,374,771 $ 1,695,985 $ 3,070,756 Accrued interest 310,415 - 310,415 142,112 - 142,112 Accrued expenses 393,120 57,296 450,416 244,931 76,415 321,346 Notes payable, net 4,917,653 100,000 5,017,653 2,229,812 300,000 2,529,812 Income tax payable 506,145 - 506,145 506,145 - 506,145 Finance lease obligations, current 106,488 65,131 171,619 80,132 61,877 142,009 Operating lease obligations, current 44,571 - 44,571 - - - TOTAL CURRENT LIABILITIES 7,899,816 1,525,506 9,425,322 4,577,903 2,134,277 6,712,180 Note payable, net 56,414 - 56,414 161,072 161,072 Operating lease obligations, long term 126,967 8,400 135,367 - - Finance lease obligations, long term 3,593,372 2,314,111 5,907,483 3,646,540 2,347,511 5,994,051 TOTAL LIABILITIES $ 11,676,569 $ 3,848,017 $ 15,524,586 $ 8,385,515 $ 4,481,788 $ 12,867,303 The revenues and expenses associated with discontinued operations included in our condensed consolidated statements of operations were as follows: For the Three Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 1,171,698 $ 377,007 $ 1,548,705 $ 717,229 $ - $ 717,229 Cost of goods sold (1,857,150) (380,629) (2,237,779) (302,744) - (302,744) Gross profit (loss) (685,452) (3,622) (689,074) 414,485 - 414,485 General and administrative expenses 1,403,314 424,732 1,828,046 3,806,320 762,712 4,569,032 LOSS FROM OPERATIONS (2,088,766) (428,354) (2,517,120) (3,391,835) (762,712) (4,154,547) OTHER INCOME/(EXPENSE) Interest expense (475,558) (62,777) (538,335) (2,765,866) (62,985) (2,828,851) Other income/(expense) 69,457 - 69,457 (3,047,667) - (3,047,667) Total other expense (406,101) (62,777) (468,878) (5,813,533) (62,985) (5,876,518) NET LOSS BEFORE INCOME TAXES (2,494,867) (491,131) (2,985,998) (9,205,368) (825,697) (10,031,065) Income tax benefit 57,392 - 57,392 - - - NET LOSS $ (2,437,475) $ (491,131) $ (2,928,606) $ (9,205,368) $ (825,697) $ (10,031,065) For the Six Months Ended September 30, 2019 2018 Continuing Discontinued Total Continuing Discontinued Total Sales revenue $ 2,082,374 $ 377,007 $ 2,459,381 $ 2,032,513 $ - $ 2,032,513 Cost of goods sold (2,481,519) (380,629) (2,862,148) (883,309) - (883,309) Gross profit (loss) (399,145) (3,622) (402,767) 1,149,204 - 1,149,204 General and administrative expenses 3,468,863 626,571 4,095,434 7,623,356 1,409,557 9,032,913 LOSS FROM OPERATIONS (3,868,008) (630,193) (4,498,201) (6,474,152) (1,409,557) (7,883,709) OTHER INCOME/(EXPENSE) Interest expense (913,374) (125,372) (1,038,746) (4,422,714) (126,319) (4,549,033) Other income/(expense) 69,457 - 69,457 (2,949,806) - (2,949,806) Total other expense (843,917) (125,372) (969,289) (7,372,520) (126,319) (7,498,839) NET LOSS BEFORE INCOME TAXES (4,711,925) (755,565) (5,467,490) (13,846,672) (1,535,876) (15,382,548) Income tax benefit - - - - - - NET LOSS $ (4,711,925) $ (755,565) $ (5,467,490) $ (13,846,672) $ (1,535,876) $ (15,382,548) |
Noite 3 - Inventory (Tables)
Noite 3 - Inventory (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Finished goods includes completed cannabis flower, trim, extracts, and vapes in bulk and packaged forms. September 30, March 31, Raw materials $ 191,743 $ 440,414 Work in progress 566,686 676,341 Finished goods 783,247 417,037 Total inventory $ 1,541,676 $ 1,533,792 |
Note 4 - Lease (Tables)
Note 4 - Lease (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | he future minimum lease payments of lease liabilities as of September 30, 2019, from continuing operations are as follows: Year Ending March 31, Finance Leases Operating 2020 (6 months) $ 300,871 $ 35,093 2021 528,443 71,548 2022 544,296 73,939 2023 560,625 38,101 2024 577,444 3,927 Thereafter 4,375,869 - Total undiscounted lease payments 6,887,548 222,608 Less: Amount representing interest (3,187,688) (51,070) Present value of minimum lease payments 3,699,860 171,538 Less: Current maturities of lease obligations (106,488) (44,571) Long-term lease obligations $ 3,593,372 $ 126,967 |
Note 5 - Notes Payable (Tables)
Note 5 - Notes Payable (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Table Text Block Supplement [Abstract] | |
Amounts Recorded in Other Expense | e expense is included in the Other Expense caption of the Company’s Condensed Consolidated Statement of Operations for the three and six months ended September 30, 2018. In total, the Company recorded $3.0 million in Other Expense in its Condensed Consolidated Statement of Operations for the three and six months ended September 30, 2018, as summarized in the table below: Amounts Recorded in Other Expense For the Three and Six Months Ended Prepaid royalties expensed during the quarter $ 1,530,000 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 Long-term note payable and accrued interest terminated (20,075) Total non-cash expense 2,045,925 Cash payments made in August 2018 1,000,000 Total $ 2,045,925 |
Schedule of Note Payable | As of September 30, 2019, the following notes payable were recorded in the Company’s consolidated balance sheet: As of September 30, 2019 Short-Term Notes Payable Face Value Discount Carrying Value 6% Convertible promissory notes payable (Note 6) $ 1,257,000 $ (360,134) $ 896,866 8% Convertible Secured Promissory Note dated February 28, 2019, as amended (Note 6) $ 1,361,863 $ (101,611) $ 1,260,252 8% Convertible Promissory Note dated April 23, 2019 $ 2,765,000 $ (261,760) $ 2,503,240 0% Note Payable dated October 23, 2017, current portion $ 311,111 $ (53,816) $ 257,295 Total Short-Term Notes Payable $ 5,694,974 $ (777,321) $ 4,917,653 Long-Term Notes Payable 0% Note Payable dated October 23, 2017 $ 58,333 $ (1,919) $ 56,414 Total Long-Term Notes Payable $ 58,333 $ (1,919) $ 56,414 Discontinued Operations 0% Note Payable dated December 20, 2018 $ 100,000 $ - $ 100,000 |
Note 1 - Background and Signi_4
Note 1 - Background and Significant Accounting Policies : Discontinued operations - Balance Sheet (Details) - USD ($) | Sep. 30, 2019 | Apr. 02, 2019 | Mar. 31, 2019 | Sep. 30, 2018 |
CURRENT ASSETS: | ||||
Cash | $ 84,799 | $ 182,055 | $ 2,760,478 | |
Accounts receivable, net | 187,179 | 488,329 | ||
Inventory | 1,541,676 | 1,533,792 | ||
Prepaid and other current assets | 60,066 | 262,208 | ||
TOTAL CURRENT ASSETS | 3,350,398 | 3,466,771 | ||
Property and equipment, net | 10,265,138 | 10,481,706 | ||
Intangible assets, net | 1,977,672 | 1,818,802 | ||
Deposits and other noncurrent assets | 221,889 | 230,651 | ||
Operating lease right-of-use assets, net | 156,972 | $ 182,624 | 0 | |
TOTAL ASSETS | 29,840,249 | 30,023,302 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 1,621,424 | 1,374,771 | ||
Accrued interest | 310,415 | 142,112 | ||
Accrued expenses | 393,120 | 244,931 | ||
Notes payable, net | 4,917,653 | 2,229,812 | ||
Income tax payable | 506,145 | 506,145 | ||
Finance lease obligations, current | 106,488 | 80,132 | ||
Operating lease obligations, current | 44,571 | 0 | ||
TOTAL CURRENT LIABILITIES | 9,425,322 | 6,712,180 | ||
Note payable, net | 56,414 | 161,072 | ||
Operating lease obligations, long term | 126,967 | 0 | ||
Finance lease obligations, long term | 3,593,372 | 3,646,540 | ||
TOTAL LIABILITIES | 15,524,586 | 12,867,303 | ||
Continuing Operations [Member] | ||||
CURRENT ASSETS: | ||||
Cash | 84,799 | 182,055 | ||
Accounts receivable, net | 187,179 | 488,329 | ||
Inventory | 1,541,676 | 1,533,792 | ||
Prepaid and other current assets | 60,066 | 262,208 | ||
TOTAL CURRENT ASSETS | 1,873,720 | 2,466,384 | ||
Property and equipment, net | 10,265,138 | 10,481,706 | ||
Intangible assets, net | 1,977,672 | 1,818,802 | ||
Deposits and other noncurrent assets | 221,889 | 230,651 | ||
Operating lease right-of-use assets, net | 156,972 | 0 | ||
TOTAL ASSETS | 14,495,391 | 14,997,543 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 1,621,424 | 1,374,771 | ||
Accrued interest | 310,415 | 142,112 | ||
Accrued expenses | 393,120 | 244,931 | ||
Notes payable, net | 4,917,653 | 2,229,812 | ||
Income tax payable | 506,145 | 506,145 | ||
Finance lease obligations, current | 106,488 | 80,132 | ||
Operating lease obligations, current | 44,571 | 0 | ||
TOTAL CURRENT LIABILITIES | 7,899,816 | 4,577,903 | ||
Note payable, net | 56,414 | 161,072 | ||
Operating lease obligations, long term | 126,967 | 0 | ||
Finance lease obligations, long term | 3,593,372 | 3,646,540 | ||
TOTAL LIABILITIES | 11,676,569 | 8,385,515 | ||
Discontinued Operations [Member] | ||||
CURRENT ASSETS: | ||||
Cash | 9,519 | 45,703 | ||
Accounts receivable, net | 0 | 0 | ||
Inventory | 1,450,985 | 602,714 | ||
Prepaid and other current assets | 16,174 | 351,970 | ||
TOTAL CURRENT ASSETS | 1,476,678 | 1,000,387 | ||
Property and equipment, net | 12,857,404 | 13,022,996 | ||
Intangible assets, net | 0 | 0 | ||
Deposits and other noncurrent assets | 1,002,376 | 1,002,376 | ||
Operating lease right-of-use assets, net | 8,400 | 0 | ||
TOTAL ASSETS | 15,344,858 | 15,025,759 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 1,303,079 | 1,695,985 | ||
Accrued interest | 0 | 0 | ||
Accrued expenses | 57,296 | 76,415 | ||
Notes payable, net | 100,000 | 300,000 | ||
Income tax payable | 0 | 0 | ||
Finance lease obligations, current | 65,131 | 61,877 | ||
Operating lease obligations, current | 0 | 0 | ||
TOTAL CURRENT LIABILITIES | 1,525,506 | 2,134,277 | ||
Note payable, net | 0 | |||
Operating lease obligations, long term | 8,400 | |||
Finance lease obligations, long term | 2,314,111 | 2,347,511 | ||
TOTAL LIABILITIES | 3,848,017 | 4,481,788 | ||
Total | ||||
CURRENT ASSETS: | ||||
Cash | 94,318 | 227,758 | ||
Accounts receivable, net | 187,179 | 488,329 | ||
Inventory | 2,992,661 | 2,136,506 | ||
Prepaid and other current assets | 76,240 | 614,178 | ||
TOTAL CURRENT ASSETS | 3,350,398 | 3,466,771 | ||
Property and equipment, net | 23,122,542 | 23,504,702 | ||
Intangible assets, net | 1,977,672 | 1,818,802 | ||
Deposits and other noncurrent assets | 1,224,265 | 1,233,027 | ||
Operating lease right-of-use assets, net | 165,372 | 0 | ||
TOTAL ASSETS | 29,840,249 | 30,023,302 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 2,924,503 | 3,070,756 | ||
Accrued interest | 310,415 | 142,112 | ||
Accrued expenses | 450,416 | 321,346 | ||
Notes payable, net | 5,017,653 | 2,529,812 | ||
Income tax payable | 506,145 | 506,145 | ||
Finance lease obligations, current | 171,619 | 142,009 | ||
Operating lease obligations, current | 44,571 | 0 | ||
TOTAL CURRENT LIABILITIES | 9,425,322 | 6,712,180 | ||
Note payable, net | 56,414 | 161,072 | ||
Operating lease obligations, long term | 135,367 | 0 | ||
Finance lease obligations, long term | 5,907,483 | 5,994,051 | ||
TOTAL LIABILITIES | $ 15,524,586 | $ 12,867,303 |
Note 1 - Background and Signi_5
Note 1 - Background and Significant Accounting Policies : Discontinued operations - Statements of operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Sales revenue | $ 1,171,698 | $ 717,229 | $ 2,082,374 | $ 2,032,513 |
Cost of goods sold | (1,857,150) | (302,744) | (2,481,519) | (883,309) |
Gross profit (loss) | (685,452) | 414,485 | (399,145) | 1,149,204 |
General and administrative expenses | 1,403,314 | 3,806,320 | 3,468,863 | 7,623,356 |
LOSS FROM OPERATIONS | (2,088,766) | (3,391,835) | (3,868,008) | (6,474,152) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (475,558) | (2,765,866) | (913,374) | (4,422,714) |
Other income/(expense) | 69,457 | (3,047,667) | 69,457 | (2,949,806) |
Total other expense | (406,101) | (5,813,533) | (843,917) | (7,372,520) |
NET LOSS BEFORE INCOME TAXES | (2,494,867) | (9,205,368) | (4,711,925) | (13,846,672) |
Income tax benefit | 57,392 | 0 | 0 | 0 |
NET LOSS | (2,928,606) | (10,031,065) | (5,467,490) | (15,382,548) |
Continuing Operations [Member] | ||||
Sales revenue | 1,171,698 | 717,229 | 2,082,374 | 2,032,513 |
Cost of goods sold | (1,857,150) | (302,744) | (2,481,519) | (883,309) |
Gross profit (loss) | (685,452) | 414,485 | (399,145) | 1,149,204 |
General and administrative expenses | 1,403,314 | 3,806,320 | 3,468,863 | 7,623,356 |
LOSS FROM OPERATIONS | (2,088,766) | (3,391,835) | (3,868,008) | (6,474,152) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (475,558) | (2,765,866) | (913,374) | (4,422,714) |
Other income/(expense) | 69,457 | (3,047,667) | 69,457 | (2,949,806) |
Total other expense | (406,101) | (5,813,533) | (843,917) | (7,372,520) |
NET LOSS BEFORE INCOME TAXES | (2,494,867) | (9,205,368) | (4,711,925) | (13,846,672) |
Income tax benefit | 57,392 | 0 | 0 | 0 |
NET LOSS | (2,437,475) | (9,205,368) | (4,711,925) | (13,846,672) |
Discontinued Operations [Member] | ||||
Sales revenue | 377,007 | 0 | 377,007 | 0 |
Cost of goods sold | (380,629) | 0 | (380,629) | 0 |
Gross profit (loss) | (3,622) | 0 | (3,622) | 0 |
General and administrative expenses | 424,732 | 762,712 | 626,571 | 1,409,557 |
LOSS FROM OPERATIONS | (428,354) | (762,712) | (630,193) | (1,409,557) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (62,777) | (62,985) | (125,372) | (126,319) |
Other income/(expense) | 0 | 0 | 0 | 0 |
Total other expense | (62,777) | (62,985) | (125,372) | (126,319) |
NET LOSS BEFORE INCOME TAXES | (491,131) | (825,697) | (755,565) | (1,535,876) |
Income tax benefit | 0 | 0 | 0 | 0 |
NET LOSS | (491,131) | (825,697) | (755,565) | (1,535,876) |
Total | ||||
Sales revenue | 1,548,705 | 717,229 | 2,459,381 | 2,032,513 |
Cost of goods sold | (2,237,779) | (302,744) | (2,862,148) | (883,309) |
Gross profit (loss) | (689,074) | 414,485 | (402,767) | 1,149,204 |
General and administrative expenses | 1,828,046 | 4,569,032 | 4,095,434 | 9,032,913 |
LOSS FROM OPERATIONS | (2,517,120) | (4,154,547) | (4,498,201) | (7,883,709) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (538,335) | (2,828,851) | (1,038,746) | (4,549,033) |
Other income/(expense) | 69,457 | (3,047,667) | 69,457 | (2,949,806) |
Total other expense | (468,878) | (5,876,518) | (969,289) | (7,498,839) |
NET LOSS BEFORE INCOME TAXES | (2,985,998) | (10,031,065) | (5,467,490) | (15,382,548) |
Income tax benefit | 57,392 | 0 | 0 | 0 |
NET LOSS | $ (2,928,606) | $ (10,031,065) | $ (5,467,490) | $ (15,382,548) |
Note 1 - Background and Signi_6
Note 1 - Background and Significant Accounting Policies: Loss Per Share (Details) - shares | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Text Block [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 136,230,024 | 73,579,521 |
Note 1 - Background and Signi_7
Note 1 - Background and Significant Accounting Policies: Recent Accounting Pronouncements (Details) - USD ($) | Sep. 30, 2019 | Apr. 02, 2019 | Mar. 31, 2019 |
Text Block [Abstract] | |||
Right of asset | $ 156,972 | $ 182,624 | $ 0 |
Operating Lease liability | $ 171,538 | $ 190,173 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Accumulated Deficit | $ (90,071,120) | $ (84,743,836) | |
Working capital deficit | (6,074,924) | (3,245,409) | |
Net cash used in operating activities | (3,546,457) | $ (6,383,922) | |
Net cash used in operating activities of discontinued operations | (1,253,851) | $ (1,180,054) | |
Discontinued Operations [Member] | |||
Working capital deficit | $ (48,828) | $ (1,133,890) |
Noite 3 - Inventory_ Schedule o
Noite 3 - Inventory: Schedule of inventory (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 191,743 | $ 440,414 |
Work-in-process | 566,686 | 676,341 |
Finished goods | 783,247 | 417,037 |
Total inventory | $ 1,541,676 | $ 1,533,792 |
Note 4 - Lease (Details)
Note 4 - Lease (Details) - USD ($) | 6 Months Ended | ||
Sep. 30, 2019 | Apr. 02, 2019 | Mar. 31, 2019 | |
ROU assets | $ 156,972 | $ 182,624 | $ 0 |
Operating Lease liability | $ 171,538 | $ 190,173 | |
Operating Lease Discount Rate | 17.00% | ||
Finance lease costs | $ 340,880 | ||
Interest expense | 214,394 | ||
Amortization of Finance Lease right-of-use assets | 126,486 | ||
Operating lease costs | 41,174 | ||
Interest expense | 15,522 | ||
Amortization of operating lease right-of-use assets | 25,652 | ||
Discontinued Operations [Member] | |||
ROU assets | 8,400 | $ 0 | |
Finance lease costs | 222,824 | ||
Interest expense | 123,382 | ||
Amortization of Finance Lease right-of-use assets | $ 84,167 | ||
Minimum | |||
Capital lease discount | 10.20% | ||
Maximum | |||
Capital lease discount | 11.50% |
Note 4 - Lease_ Future Minimum
Note 4 - Lease: Future Minimum Lease Payments for Capital Leases (Details) - USD ($) | Sep. 30, 2019 | Apr. 02, 2019 | Mar. 31, 2019 |
Summary of obligations under Finance leases | |||
2020 (6 months) | $ 300,871 | ||
2021 | 528,443 | ||
2022 | 544,296 | ||
2023 | 560,625 | ||
2024 | 577,444 | ||
Thereafter | 4,375,869 | ||
Total undiscounted lease payments | 6,887,548 | ||
Less: Amounts representing interest | (3,187,688) | ||
Total finance lease liabilities | 3,699,860 | ||
Less: Current maturities of lease obligations | (106,488) | $ (80,132) | |
Long-term lease obligations | 3,593,372 | 3,646,540 | |
Summary of minimum obligations under operating lease agreements | |||
2020 (6 months) | 35,093 | ||
2021 | 71,548 | ||
2022 | 73,939 | ||
2023 | 38,101 | ||
2024 | 3,927 | ||
Thereafter | 0 | ||
Total undiscounted lease payments | 222,608 | ||
Less: Amounts representing interest | (51,070) | ||
Operating Lease Liability | 171,538 | $ 190,173 | |
Less: Current maturities of lease obligations | (44,571) | 0 | |
Long-term lease obligations | $ 126,967 | $ 0 |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details) - USD ($) | Mar. 04, 2019 | Feb. 06, 2019 | Jan. 16, 2019 | Dec. 21, 2018 | Dec. 20, 2018 | Jul. 28, 2018 | Oct. 23, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 |
Interest expenses | $ 475,558 | $ 2,765,866 | $ 913,374 | $ 4,422,714 | ||||||||
BCM Med | ||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||
Promissory note description | GBSLA will began making eight (8) monthly installment payments in the amount of $33,333 on or before the 10th business day of each month commencing in April 2019. GBSLA will make the 9th and final installment payment in the amount of $33,333 on or before the 10th business day of December 2019. The aggregate amount of the installment payments from GBSLA to BCM MED are equal to the loan amount. During the six months ended September 30, 2019, GBSLA made $100,000 in payments towards the loan and reduced the loan balance to $100,000. The balance is included in current liabilities from discontinued operations on the Company’s September 30, 2019 unaudited condensed consolidated balance sheet. | |||||||||||
483 Management | ||||||||||||
Long-term Debt, Gross | 521,067 | 521,067 | ||||||||||
Promissory note description | 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 a one-time payment of $500,000 and issued a 0% Promissory Note in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018. | |||||||||||
Interest expenses | $ 31,092 | |||||||||||
Imputed interest rate | 20.30% | |||||||||||
Discount on notes payable | 178,933 | $ 178,933 | ||||||||||
Accrued debt | 97,222 | 97,222 | ||||||||||
Other note payable | 369,444 | $ 369,444 | ||||||||||
Pacific Leaf | Amendment and Termination Agreement | ||||||||||||
Interest expenses | 5,425 | |||||||||||
Royalty description | 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. 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. | |||||||||||
Interest Rate | 6.00% | |||||||||||
Maturity date | Nov. 30, 2018 | |||||||||||
Royalty Expense | 1,530,000 | |||||||||||
Other Expense | $ 3,000,000 | $ 95,000 | ||||||||||
Payment of promissory note | $ 210,000 | $ 100,000 | ||||||||||
Common stock issued | 500,000 | |||||||||||
Issuance of promissory note | $ 100,000 | $ 100,000 | ||||||||||
Pacific Leaf | Amendment and Termination Agreement | Principal | ||||||||||||
Payment of promissory note | $ 87,836 | |||||||||||
Pacific Leaf | Amendment and Termination Agreement | Accrued Interest | ||||||||||||
Payment of promissory note | $ 12,164 |
Note 5 - Note Payable_ Amounts
Note 5 - Note Payable: Amounts Recorded in Other Expense (Details) - Pacific Leaf Ventures Lp | 3 Months Ended | 6 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Royalty Expense | $ 1,530,000 | $ 1,530,000 |
Extinguishment of Debt, Amount | (20,075) | (20,075) |
Total non-cash expense | 2,045,925 | 2,045,925 |
Other Expenses | 2,045,925 | 2,045,925 |
Share Payment2 | ||
Stock Issued During Period, Value, Other | 36,000 | 36,000 |
Short Term Promissory Note 4 | ||
Promissory notes | 500,000 | 500,000 |
Cash Payment 1 | ||
Royalty Buyout Payment | 1,000,000 | 1,000,000 |
Short Term Promissory Note | ||
Promissory notes | $ 500,000 | $ 500,000 |
Note 5 - Notes Payable_ Schedul
Note 5 - Notes Payable: Schedule of Debt (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Total Short-Term Notes Payable | $ 4,917,653 | $ 2,229,812 |
Debt Instrument, Unamortized Discount, Noncurrent | (1,919) | (13,929) |
Total Long-Term Notes Payable | 56,414 | 161,072 |
Discontinued Operations [Member] | ||
Total Short-Term Notes Payable | 100,000 | $ 300,000 |
Total Long-Term Notes Payable | 0 | |
483 Management | ||
Debt Instrument, Unamortized Discount | (178,933) | |
Short-term Debt {1} | ||
Debt Instrument, Face Amount | 5,694,974 | |
Debt Instrument, Unamortized Discount | (777,321) | |
Total Short-Term Notes Payable | 4,917,653 | |
Short-term Debt {1} | Discontinued Operations [Member] | ||
Debt Instrument, Face Amount | 100,000 | |
Debt Instrument, Unamortized Discount | 0 | |
Total Short-Term Notes Payable | 100,000 | |
Short-term Debt {1} | 483 Management | ||
Debt Instrument, Face Amount | 311,111 | |
Debt Instrument, Unamortized Discount | (53,816) | |
Total Short-Term Notes Payable | 257,295 | |
Long-term Debt {1} | ||
Debt Instrument, Face Amount | 58,333 | |
Debt Instrument, Unamortized Discount, Noncurrent | (1,919) | |
Total Long-Term Notes Payable | 56,414 | |
Long-term Debt {1} | 483 Management | ||
Debt Instrument, Face Amount | 58,333 | |
Debt Instrument, Unamortized Discount, Noncurrent | (1,919) | |
Total Long-Term Notes Payable | 56,414 | |
Convertible Notes Payable To Various Investors | ||
Debt Instrument, Face Amount | 1,257,000 | |
Debt Instrument, Unamortized Discount | (360,134) | |
Total Short-Term Notes Payable | 896,866 | |
Convertible Secured Promissory Note | ||
Debt Instrument, Face Amount | 1,361,863 | |
Debt Instrument, Unamortized Discount | (101,611) | |
Total Short-Term Notes Payable | 1,260,252 | |
Convertible Promissory Note | ||
Debt Instrument, Face Amount | 2,765,000 | |
Debt Instrument, Unamortized Discount | (261,760) | |
Total Short-Term Notes Payable | $ 2,503,240 |
Note 6 - Convertible Notes (Det
Note 6 - Convertible Notes (Details) | Aug. 01, 2019USD ($)$ / sharesshares | Jul. 12, 2019USD ($)$ / shares | Oct. 30, 2019USD ($)$ / sharesshares | Oct. 23, 2019USD ($)$ / shares | May 28, 2019USD ($)$ / sharesshares | Apr. 23, 2019USD ($)$ / shares | Feb. 28, 2019USD ($)Integer$ / shares | Jul. 31, 2017 | Mar. 31, 2017USD ($)Integer$ / sharesshares | Sep. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)shares | Dec. 31, 2017USD ($)Integer$ / sharesshares | Sep. 30, 2017USD ($)Integer$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($)Integer$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 133,806 | $ 133,806 | ||||||||||||||||
Private Placement Terms | 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. | |||||||||||||||||
Accrued interest | 310,415 | $ 142,112 | 310,415 | |||||||||||||||
Interest expense | 475,558 | $ 2,765,866 | 913,374 | $ 4,422,714 | ||||||||||||||
Amortization of Debt Discount | 434,750 | 582,809 | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 110,000 | 3,296,021 | 280,000 | 4,640,971 | ||||||||||||||
Loss on extinguishment | (131,293) | 0 | ||||||||||||||||
Common Stock | ||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | ||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 100 | $ 1,318 | $ 200 | $ 1,856 | ||||||||||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | shares | 1,000,000 | 13,184,087 | 2,000,000 | 18,563,885 | ||||||||||||||
Convertible Secured Promissory Note | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,361,863 | $ 1,361,863 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 101,611 | 101,611 | ||||||||||||||||
Convertible Secured Promissory Note | CSW Ventures | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,361,863 | 1,330,000 | 1,330,000 | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 133,806 | |||||||||||||||||
Accrued interest | $ 41,863 | 24,338 | 24,338 | |||||||||||||||
Interest expense | 9,579 | 46,953 | ||||||||||||||||
Debt Instrument Carrying Amount | 1,338,057 | 1,338,057 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 17,225 | |||||||||||||||||
Amortization of Debt Discount | 22,615 | |||||||||||||||||
Decrease in convertible notes payable | 100,421 | 152,775 | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 110,000 | $ 170,000 | ||||||||||||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | shares | 1,000,000 | 1,000,000 | ||||||||||||||||
Conversion price | $ / shares | $ 0.11 | $ 0.11 | $ 0.17 | |||||||||||||||
Advance from related party | $ 100,000 | |||||||||||||||||
Loss on extinguishment | 124,158 | |||||||||||||||||
Convertible Note Payable | CSW Ventures | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 8,823,529 | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 176,471 | |||||||||||||||||
Common stock price per share | $ / shares | $ 0.17 | |||||||||||||||||
Accrued interest | 32,186 | 32,186 | ||||||||||||||||
Interest expense | 61,286 | |||||||||||||||||
Short Term Promissory Note 1 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 965,500 | $ 4,116,000 | $ 3,085,000 | $ 3,085,000 | $ 1,034,500 | |||||||||||||
Debt Instrument, Term | 3 years | 3 years | 3 years | 3 years | ||||||||||||||
Class of Warrant, Outstanding | shares | 3,862,000 | 16,464,000 | 12,340,000 | 12,340,000 | 4,138,000 | |||||||||||||
Class of Warrant, Exercise Price | $ / shares | $ 0.60 | $ 0.65 | $ 0.65 | $ 0.65 | $ 0.60 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 416,733 | $ 1,600,808 | $ 1,541,797 | $ 487,957 | ||||||||||||||
Beneficial conversion feature, an additional discount | $ 548,767 | $ 2,417,856 | $ 1,532,335 | $ 480,236 | ||||||||||||||
Accrued interest | 159,371 | 159,371 | ||||||||||||||||
Interest expense | 242,608 | |||||||||||||||||
Debt Instrument Carrying Amount | 896,866 | 896,866 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 360,134 | 360,134 | ||||||||||||||||
Amortization of Debt Discount | $ 204,795 | |||||||||||||||||
Short Term Promissory Note 1 | Common Stock | ||||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 3,862,000 | 16,464,000 | 12,340,000 | 4,138,000 | ||||||||||||||
Convertible Promissory Note | ||||||||||||||||||
Debt Instrument, Face Amount | 2,765,000 | 2,765,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 261,760 | 261,760 | ||||||||||||||||
Convertible Promissory Note | CSW Ventures | ||||||||||||||||||
Debt Instrument, Face Amount | $ 170,000 | |||||||||||||||||
Debt Instrument Carrying Amount | $ 152,775 | |||||||||||||||||
Conversion price | $ / shares | $ 0.17 | |||||||||||||||||
Convertible Promissory Note | Iliad Research and Trading | Note Purchase Agreement | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,765,000 | |||||||||||||||||
Common stock price per share | $ / shares | $ 0.17 | |||||||||||||||||
Interest expense | 274,599 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 265,000 | 265,000 | 265,000 | |||||||||||||||
Amortization of Debt Discount | 178,240 | |||||||||||||||||
Maturity date | Apr. 22, 2020 | |||||||||||||||||
Discount | $ 440,000 | 440,000 | ||||||||||||||||
Brokers fees | $ 175,000 | |||||||||||||||||
Subsequent Event | Convertible Secured Promissory Note | CSW Ventures | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,765,000 | |||||||||||||||||
Decrease in convertible notes payable | 75,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 75,000 | |||||||||||||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | shares | 1,250,000 | |||||||||||||||||
Conversion price | $ / shares | $ 0.06 | $ 0.08 | ||||||||||||||||
Loss on extinguishment | $ 92,796 |
Note 7 - Capital Transactions (
Note 7 - Capital Transactions (Details) - USD ($) | Aug. 01, 2019 | May 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 12, 2019 | Mar. 31, 2019 | Dec. 04, 2018 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||||||
Dividend | $ 230,025 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 110,000 | $ 3,296,021 | 280,000 | $ 4,640,971 | |||||
Share-based compensation expense | 341,724 | 1,995,332 | |||||||
Convertible Secured Promissory Note | |||||||||
Debt Instrument, Face Amount | 1,361,863 | 1,361,863 | |||||||
Convertible Secured Promissory Note | CSW Ventures | |||||||||
Debt Instrument, Face Amount | $ 1,361,863 | 1,330,000 | 1,330,000 | ||||||
Carrying Amount | 1,338,057 | 1,338,057 | |||||||
Conversion price | $ 0.11 | $ 0.17 | $ 0.11 | ||||||
Interest expense | $ 9,579 | ||||||||
Decrease in convertible notes payable | 100,421 | $ 152,775 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 110,000 | $ 170,000 | |||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | 1,000,000 | 1,000,000 | |||||||
Convertible Promissory Note | |||||||||
Debt Instrument, Face Amount | $ 2,765,000 | $ 2,765,000 | |||||||
Convertible Promissory Note | CSW Ventures | |||||||||
Debt Instrument, Face Amount | $ 170,000 | ||||||||
Carrying Amount | $ 152,775 | ||||||||
Conversion price | $ 0.17 | ||||||||
Warrant | |||||||||
Warrants issued to investors | 70,500,000 | ||||||||
Exercise price of warrants | $ 0.30 | $ 0.30 | |||||||
Brokers fees | $ 94,498 | ||||||||
Warrants issued | 1,954,613 | ||||||||
Warrants expiration date | Jun. 15, 2024 | Jun. 15, 2024 | |||||||
Expense related to issuance of warrants | $ 132,914 | ||||||||
Share-based compensation expense | $ 208,809 | ||||||||
Warrant | Minimum | |||||||||
Exercise price of warrants | $ 0.30 | $ 0.30 | |||||||
Warrant | Maximum | |||||||||
Exercise price of warrants | $ 0.65 | $ 0.65 | |||||||
Common Stock | |||||||||
Exercise of warrants for stock, shares | 12,657,875 | ||||||||
Common stock issued | 9,449,750 | ||||||||
Proceeds from common stock issued | $ 850,478 | ||||||||
Cancellation of Shares | (400,000) | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 100 | $ 1,318 | $ 200 | $ 1,856 | |||||
Stock Issued During Period, Share, Conversion of Convertible Securities | 1,000,000 | 13,184,087 | 2,000,000 | 18,563,885 | |||||
Common Stock | Convertible Promissory Note | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | ||||||||
Interest expense | $ 17,225 | ||||||||
Private placement | |||||||||
Brokers fees | $ 71,529 | ||||||||
Share Price | $ 0.60 | ||||||||
Private placements description | 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 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 for a total of 20,000,000 units 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. | ||||||||
Proceeds from private placement | $ 478,696 | ||||||||
Private placement | Minimum | |||||||||
Exercise price of warrants | $ 0.30 | $ 0.30 | |||||||
Private placement | Maximum | |||||||||
Exercise price of warrants | $ 0.60 | $ 0.60 | |||||||
Private placement | Warrant | |||||||||
Shares issued | 3,668,167 | ||||||||
Private placement | Common Stock | |||||||||
Shares issued | 3,668,167 | ||||||||
Consultant | |||||||||
Cancellation of Shares | 400,000 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Details) - USD ($) | Jun. 06, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 |
Commission | $ 37,701 | ||||
Other fees | $ 200,000 | ||||
Warrant | |||||
Value of warrants | $ 132,914 | ||||
SylvaCap Media | Warrant | |||||
Share Price | $ 0.1125 | $ 0.1125 | |||
Number of warrants purchased | 2,000,000 | ||||
Value of warrants | $ 244,000 | ||||
Warrants expense | 162,667 | ||||
Monthly consuting fee | $ 10,000 | ||||
Number of restricted common stock issued | 4,000,000 | ||||
LSU AgCenter | Annual Research Investments | |||||
Other Commitment | $ 1,600,000 | $ 1,600,000 | $ 500,000 | ||
Research and Development Expense | 500,000 | ||||
Expenses | 250,000 | ||||
LSU AgCenter | Minimum Financial Contribution | |||||
Other Commitment | $ 3,400,000 | $ 3,400,000 | |||
Gross receipts, commission | 10.00% | ||||
Cancellation of Agreement | SylvaCap Media | |||||
Payment of cancellation fee | $ 135,000 | ||||
Remaining number of shares | 2,000,000 |
Note 9 - Related Party Transa_2
Note 9 - Related Party Transactions (Details) | 6 Months Ended |
Sep. 30, 2018USD ($) | |
BCM Med | |
Related Party Transaction, Amounts of Transaction | $ 200,000 |
Note 10 - Non-Controlling Int_2
Note 10 - Non-Controlling Interest (Details) - USD ($) | Feb. 12, 2018 | Feb. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Oct. 12, 2018 |
Membership interest | $ 9,027,977 | $ 9,027,977 | $ 8,855,757 | |||||
Net loss attributable to non-controlling interest | $ (245,565) | $ (291,416) | $ (377,781) | $ (475,559) | ||||
Wellcana | ||||||||
Membership interest | $ 8,000,000 | |||||||
Operating Agreement | Wellcana | ||||||||
Membership interest Percentage | 15.00% | |||||||
Membership interest | $ 3,000,000 | |||||||
Additional membership interest Purchase | 35.00% | |||||||
Membership interest rate | 5.00% | |||||||
Additional membership interest Contribution | $ 1,000,000 | $ 7,000,000 | ||||||
Total membership interest Percentage | 49.99% |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details) - USD ($) | Oct. 16, 2019 | Oct. 10, 2019 | Oct. 09, 2019 | Oct. 01, 2019 | Aug. 01, 2019 | Oct. 30, 2019 | Oct. 23, 2019 | May 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 12, 2019 |
Stock issued for cash, value | $ 4,450,000 | $ 478,696 | $ 4,450,000 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 110,000 | $ 3,296,021 | 280,000 | 4,640,971 | |||||||||
Loss on extinguishment | (131,293) | $ 0 | |||||||||||
Convertible Secured Promissory Note | |||||||||||||
Debt Instrument, Face Amount | 1,361,863 | 1,361,863 | |||||||||||
Convertible Secured Promissory Note | CSW Ventures | |||||||||||||
Debt Instrument, Face Amount | $ 1,361,863 | $ 1,330,000 | 1,330,000 | ||||||||||
Decrease in convertible notes payable | 100,421 | $ 152,775 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 110,000 | $ 170,000 | |||||||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | 1,000,000 | 1,000,000 | |||||||||||
Conversion price | $ 0.11 | $ 0.17 | $ 0.11 | ||||||||||
Loss on extinguishment | $ 124,158 | ||||||||||||
Subsequent Event | |||||||||||||
Shares issued during the period | 7,450,000 | ||||||||||||
Subsequent Event | Convertible Secured Promissory Note | CSW Ventures | |||||||||||||
Debt Instrument, Face Amount | $ 2,765,000 | ||||||||||||
Decrease in convertible notes payable | 75,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 75,000 | ||||||||||||
Stock Issued During Period, Share, Conversion of Convertible Securities | 1,250,000 | ||||||||||||
Conversion price | $ 0.06 | $ 0.08 | |||||||||||
Loss on extinguishment | $ 92,796 | ||||||||||||
Subsequent Event | Investor | |||||||||||||
Stock issued for cash, value | $ 240,000 | ||||||||||||
Stock issued for cash, shares | 4,000,000 | ||||||||||||
Warrants issued | 2,000,000 | ||||||||||||
Share Price | $ 0.08 | ||||||||||||
Term | 3 years | ||||||||||||
Subsequent Event | Consultant | |||||||||||||
Stock issued for services, shares | 2,000,000 | ||||||||||||
Subsequent Event | Landlord | |||||||||||||
Shares issued during the period | 200,000 |