Document and Entity Information
Document and Entity Information - Mar. 31, 2015 - USD ($) | Total |
Document And Entity Information | |
Entity Registrant Name | Growblox Sciences, Inc. |
Entity Central Index Key | 1,165,320 |
Document Type | 10-K |
Trading Symbol | gblx |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --03-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | No |
Entity Filer Category | Smaller Reporting Company |
Entity Public Float | $ 7,554,315 |
Entity Common Stock, Shares Outstanding | 35,972,929 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,014 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Current Assets | ||
Cash and Cash Equivalents | $ 339,327 | |
Accounts Receivable | $ 50,000 | |
Subscription Receivable | $ 150,000 | |
Prepaid Expenses | $ 190,374 | |
Total Current Assets | 240,374 | $ 489,327 |
Property and Equipment, Net | 913,642 | 44,922 |
Intangible Assets , Net | 3,555 | $ 3,735 |
Other Assets | ||
Deposits | 293,920 | |
Total Other Assets | 293,920 | |
Total Assets | 1,451,491 | $ 537,984 |
Current Liabilities | ||
Accounts Payable | $ 677,230 | 19,762 |
Subscription Payable | 10,000 | |
Accrued interest | $ 230 | 252,304 |
Accrued Liabilities | 72,776 | $ 1,846 |
Advance from Investor | 150,000 | |
Notes Payable | $ 30,000 | $ 5,000 |
Convertible Notes from Shareholders | 328,693 | |
Convertible Notes from Shareholders, at Fair Value | $ 933,748 | |
Deferred revenue | $ 54,409 | |
Total Current Liabilities | 984,645 | $ 1,551,353 |
Other Long-Term Liabilities | ||
Deferred Revenue | 220,506 | |
Total Other Long-Term Liabilities | $ 220,506 | |
Commitment and Contingency | ||
Stockholders' Equity | ||
Common Stock, $0.0001 par value, 250,000,000 shares authorized 35,972,929 and 7,268,948 shares issued and outstanding at March 31, 2015 and 2014 | $ 3,597 | $ 728 |
Additional Paid In Capital | 14,502,228 | 5,198,659 |
Accumulated Deficit | (14,008,525) | (6,212,756) |
Total Stockholders' Equity | 497,300 | $ (1,013,369) |
Non-controlling Interest | (250,960) | |
Total Equity | 246,340 | $ (1,013,369) |
Total Liabilities and Stockholders ' Equity | $ 1,451,491 | $ 537,984 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 35,972,929 | 7,268,948 |
Common stock, outstanding | 35,972,929 | 7,268,948 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Net revenue | ||
Cost of revenue | ||
Gross profit | ||
General and administrative expenses | $ 7,973,850 | $ 187,760 |
Loss on oil and gas properties | ||
Loss from continuing operations | $ 7,973,850 | $ (187,760) |
Other income/(expense) | ||
Change in fair value of convertible notes | 65,235 | |
Change in fair value of warrants | 78,385 | |
Loss on extinguishment of debt | (559,048) | |
Interest expense | $ (230) | $ (52,766) |
Other | 365 | |
Total other income/(expenses) | 135 | $ (468,194) |
Net income/(loss) before non-controlling interest | (7,973,715) | $ (655,954) |
Less: Net loss in non-controlling interest | (250,960) | |
Net income/(loss) | $ (7,722,755) | $ (655,954) |
Weighted average common shares outstanding - basic and diluted (in shares) | 29,520,288 | 940,723 |
Net loss per share - basic and diluted ( in dollars per share) | $ (0.26) | $ (0.70) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficiency) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Mar. 31, 2013 | $ 85 | $ 4,367,028 | $ (5,556,800) | $ (1,189,689) |
Balance, beginning, shares at Mar. 31, 2013 | 850,110 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of stock subscription | $ 148 | 739,852 | 740,000 | |
Sale of stock subscription (in shares) | 1,480,000 | |||
Issuance of stock for debt conversion | $ 44 | 114,013 | 114,057 | |
Issuance of stock for debt conversion (in shares) | 438,681 | |||
Stock issuance costs | (55,250) | (55,250) | ||
Net loss | $ (655,955) | $ (655,954) | ||
Loss attributable in non-controlling interest | ||||
Fractional share from stock split (in shares) | 157 | |||
Asset acquisition | $ 450 | 33,016 | $ 33,466 | |
Asset acquisition (in shares) | 4,500,000 | |||
Balance, ending at Mar. 31, 2014 | $ 727 | 5,198,659 | $ (6,212,755) | (1,013,369) |
Balance, ending, shares at Mar. 31, 2014 | 7,268,948 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of stock subscription | $ 1,878 | 4,460,009 | 4,461,887 | |
Sale of stock subscription (in shares) | 18,784,044 | |||
Issuance of stock for debt conversion | $ 596 | 1,262,441 | 1,263,037 | |
Issuance of stock for debt conversion (in shares) | 5,957,747 | |||
Exercise of warrants for stock | $ 103 | 206,335 | 206,438 | |
Exercise of warrants for stock (in shares) | 1,032,190 | |||
Investment in subsidiary | 127,500 | 127,500 | ||
Stock issuance costs | (594,750) | $ (594,750) | ||
Induced dividend from warrant exercises | 73,015 | $ (73,015) | ||
Stock compensation | $ 293 | $ 3,768,120 | $ 3,768,413 | |
Stock compensation (in shares) | 2,930,000 | |||
Net loss | $ (7,973,715) | (7,973,715) | ||
Loss attributable in non-controlling interest | 250,960 | (250,960) | ||
Balance, ending at Mar. 31, 2015 | $ 3,597 | $ 14,502,230 | $ (14,008,525) | $ 497,300 |
Balance, ending, shares at Mar. 31, 2015 | 35,972,929 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flow from operating activities: | |||
Net income/(loss) | $ (7,973,715) | $ (655,954) | |
Non-controlling interest | 250,960 | ||
Adjustments to reconcile net income/(loss) to to | |||
Depreciation and amortization expense | 69,120 | $ 138 | |
Stock compensation | $ 3,768,120 | ||
Loss on extinguishment of debt | $ 559,048 | ||
Change in fair value of convertible notes | (65,235) | ||
Change in fair value of warrants | (78,385) | ||
Non-cash interest | $ 8,863 | ||
Loss on oil and gas assets | |||
Increase in deposits | $ (293,920) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (190,374) | ||
Accounts receivable | (50,000) | ||
Stock subscription receivable | 150,000 | $ (150,000) | |
Accounts payable | 657,468 | $ 7,875 | |
Accrued expenses | 76,758 | ||
Stock subscription payable | (10,000) | $ 10,000 | |
Net cash used in operating activities | (3,545,583) | $ (363,650) | |
Cash flows from investing activities: | |||
Deferred revenue | 274,915 | ||
Purchase of property and equipment | (937,660) | $ (15,200) | |
Net cash used in investing activities | (662,745) | $ (15,200) | |
Cash flows from financing activities: | |||
Advances from related parties | 150,000 | ||
Proceeds from issuance of notes payable | 30,000 | ||
Reduction of notes from shareholder | (5,000) | ||
Deferred revenue from licensing | (252,074) | ||
Net proceeds from sale of stock | $ 3,865,259 | $ 684,750 | |
Proceeds from issuance of debt to stockholders | 31,000 | ||
Common Stock | $ 1,981 | ||
Exercise of warrants | 206,335 | ||
Investment in Subsidiary | (127,500) | ||
Net cash provided by financing activities | 3,869,001 | 715,750 | |
Net (decrease) increase in cash | (339,327) | 336,900 | |
Cash, beginning of year | $ 339,327 | ||
Cash, end of year | $ 339,327 | ||
Supplemental disclosures of cash flow information: | |||
Cash paid during the year for intest | |||
Non-cash investing and financing activities: | |||
Stock issued to settle convertible debt | $ 1,262,441 | $ 114,057 | |
Stock issued for intangible assets | $ 33,467 | ||
Market price over warrant exercise and transfer price | $ 73,015 |
ORGANIZATION AND PRINCIPLES OF
ORGANIZATION AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPLES OF CONSOLIDATION | NOTE 1 ORGANIZATION AND 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. Undivided interests in jointly-owned generation facilities are included on a proportionate basis. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Recent Developments On November 3, 2104, our majority owned subsidiary obtained a provisional license from Clark County, Nevada and the City of Las Vegas to grow and process cannabis products for medicinal purposes within such areas. Our license applications to distribute cannabis were denied. Accordingly, in Nevada the Company is currently completing the licensing process to cultivate cannabis. Distribution of the cultivated cannabis will have to be conducted be through retailers who have received cannabis distribution licenses. We intend to go forward with cultivation operations in Clark County utilizing our proprietary Growblox TM On July 25, 2014 the Company filed an S-1 general form for registration of securities under the Securities Act of 1933, which became effective February 12, 2015. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 BASIS OF PRESENTATION The Companys financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since April 4, 2001, which losses have caused an accumulated deficit of approximately $14,008,525 at March 31, 2015. In addition, the Company has consumed cash in its operating activities of approximately $4,292,161, $363,650 and 37,447 for the years ended March 31, 2015, 2014 and 2013, respectively. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing. There are no assurances that the Company will be successful in achieving its goals. In view of these conditions, the Companys ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. .Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents. Property and Equipment. Other Assets. Revenue Recognition. Research and Development Costs. Equity-Based Compensation. Income Taxes Loss per Share. Use of Estimates. Reclassifications. |
FAIR VALUE MEASURMENT
FAIR VALUE MEASURMENT | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURMENT | Note 4 Fair Value Measurements The Company holds certain financial liabilities that are measured at fair value on a recurring basis in accordance with ASC Topic 825-10-15. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 fair value elections are made on an instrument-by-instrument basis. The Company uses Level 3 inputs to value convertible notes and detachable warrants accounted for as derivatives. The tables below detail the Companys assets and liabilities measured at fair value. There were no convertible notes at March 31, 2015. Fair Value Measurements March Level 1 Level 2 Level 3 Total Convertible notes from stockholders, at fair value $ - $ - $ - $ - Derivative liability $ - $ - $ - $ - The following table presents the changes in Level 3 instruments measured on a recurring basis for the years ended March 31, 2015, 2014 and 2013: Convertible Derivative Total Balance, March, 2013 $ 227,521 $ 260,311 $ 487,832 Realized and unrealized gains (losses); 65,235 78,385 143,720 Included in other income (expense) 756,719 (197,671 ) 559,048 Purchases, issuances, and settlements 14,843 15,745 30,588 Balance, March 31, 2014 $ 933,748 $ - $ 933,748 Realized and unrealized gains (losses); (933,848 ) - (933,848 ) Included in other income (expense) - - - Purchases, issuances, and settlements - - - Balance, March 31, 2015 $ - $ - $ - The convertible notes and derivative liability in the preceding tables were measured at fair value, in accordance with ASC Topic 825-10-15, as one instrument and that fair value was allocated to each component. The Company made the fair value election due to this methodology providing a fairer representation of the economic substance of the transaction within the fair value hierarchy. Due to the lack of relevant and market reflective Level 1 and Level 2 inputs, the Company valued the instruments using Level 3 inputs, which require significant judgment and estimates on behalf of management in developing model assumptions. The factors considered in developing those assumptions included; the Companys inability to attract investment at terms more favorable to the Company, the lack of success in developing oil properties thus far, the continuing reduction in the net assets of the Company and the Companys history of default on currently outstanding debt. Based on managements evaluation of the assumptions discussed above, the liabilities were initially recorded in an amount equal to the transaction price, which represented the fair value of the total liability at initial recognition. The model used by the Company is calibrated so that the model value at initial recognition equals the transaction price. On an ongoing basis the fair value model used in valuing the convertible notes and derivative liability utilizes the following inputs; exercise price per warrant, conversion price per share, contract term, volatility, current stock prices and risk free rates. The following assumptions were made in the model (1) risk free interest rate of 0.18% to 0.63%, (2) remaining contractual life of 1 to 4.87 years, (3) expected stock price volatility of 797% and (4) expected dividend yield of zero. In March 2014, the note holders agreed to modify the terms of the notes and warrants. The notes are now convertible at a fixed price of $0.26. The notes will no longer be carried at fair market value using Level 3 inputs now that the conversion price is a fixed amount. The warrants have been cancelled and no longer have any value. A loss of $559,048 for the extinguishment of debt has been recorded as of March 31, 2014. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 PROPERTY AND EQUIPMENT March 31, 2015 2014 Computer and software $ 136,302 $ - Machinery and equipment 620,479 45,837 Leaseholds 226,697 - Construction in progress - $ 983,478 $ 45,837 Less accumulated depreciation and amortization (69,836 ) (915 ) $ 913,642 $ 44,922 Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the asset or, in the case of leasehold improvements amortized over the lessor of the useful life of the asset or the underlying lease term. Property and equipment is comprised of the following: |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Mar. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE | NOTE 6 DEFERRED REVENUE On December 16, 2014, the Company entered into an agreement to license certain proprietary equipment to an entity that intends to market the service of isolating particular cannabis strains for the purpose of developing tissue from those strains so as to create a consistent, brandable product of the customers choosing from any such strain. The licensing agreement called for an initial non-refundable one-time license fee. The Licensee is entitled to sell this service to third parties nationwide for a term of five years. After recouping the one-time licensing fee, the Licensee is required to pay to the Company a royalty fee of 6% of the gross proceeds generated. The initial term will automatically renew for a period of three additional years, if certain minimum annual net sales are achieved. |
DEFERRED INCOME TAXES
DEFERRED INCOME TAXES | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
DEFERRED INCOME TAXES | NOTE 7 DEFERRED INCOME TAXES At March 31, 2015 and 2014 respectively, the Company had net operating loss carryforwards for income tax purposes of approximately $3,395,126 and $4,413,000 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2024 through 2035. Utilization of the Companys net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization. The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2015 2014 2013 Tax benefit computed at U.S. statutory rates $ (2,669,517 ) $ (229,000 ) $ (205,000 ) Increases (decreases) in taxes resulting from: Non-deductible items (3,058 ) 145,000 22,000 Change in valuation allowance 2,672,575 91,000 198,000 State taxes - (7,000 ) (15,000 ) Total $ - $ - $ - The tax effects of the primary temporary differences giving rise to the Companys deferred tax assets and liabilities are as follows for the year ended March 31, 2015 and 2014: 2015 2014 Deferred tax assets: Net operating loss carryforward $ 3,080,750 $ 1,674,000 Depreciation expense (125,507 ) - Stock based compensation 1,391,032 - Total deferred tax assets 4,346,575 1,674,000 Less valuation allowance (4,346,575 ) (1,674,000 ) Net deferred tax asset $ - $ - Because of the Companys lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction, and other required state jurisdictions. The Company's periodic tax returns filed in 2014 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. During the year ended March 31, 2015 and 2014, the decrease in the deferred tax asset valuation allowance amounted to approximately 320,500 and $91,000, respectively. |
CONVERTIBLE NOTES AND WARRANTS
CONVERTIBLE NOTES AND WARRANTS | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES AND WARRANTS | NOTE 8 CONVERTIBLE NOTES AND WARRANTS Convertible Notes from Shareholders The Company has debt outstanding to shareholders, which was issued between 2006 and 2009. The debt was not issued with warrants and some of the debt was not originally issued with a conversion feature. Convertible notes from shareholders issued during fiscal year 2010 contained a beneficial conversion feature, with the discount being amortized over the term of the note. Convertible Accrued Notes Interest Balance, March 31, 2013 $ 442,750 $ 208,088 Increase in convertible notes 933,748 - Conversion to common stock (114,057 ) - Accrued interest - 44,216 Balance, March 31, 2014 $ 1,262,441 $ 252,304 Conversion to common stock (1,262,441 ) - Accrued interest - - Balance, March 31, 2015 $ - $ - Convertible notes from shareholders accrued interest at a rate of 10 percent per annum. The note holders had the sole option of converting the principal and interest represented by these notes into common stock at a strike price equal to a $0.01. The note holders were only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holders beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. In March 2014, the note holders agreed to modify the terms of the notes. The notes are now convertible at a fixed price of $0.26 and interest will no longer accrue on the remaining notes. The note holders were only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holders beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2013 $ 12,364,766 $0.15-$0.10 Warrants issued 2,960,000 $1.00-$2.00 Warrants exercised - - Warrants expired/cancelled (12,364,766 ) - Outstanding at March 31, 2014 2,960,000 $1.00-$2.00 Warrants issued 19,915,446 $0.55-$2.00 Warrants exercised (1,032,190 ) $0.20-$0.21 Warrants expired/cancelled - Outstanding at March 31, 2015 $ 21,843,256 |
CAPITAL TRANSACTIONS
CAPITAL TRANSACTIONS | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
CAPITAL TRANSACTIONS | NOTE 9 CAPITAL TRANSACTIONS Sale of Common Stock As of March 31, 2014, the Company sold 1,480,000 units through a private placement. Each unit consists of one share of common stock, one A warrant, expiring in three years, with an exercise price of $1.00 and one B warrant, expiring in five years, with an exercise price of $2.00. The price was $0.50 per unit. As of June 21, 2014, the Company sold 4,520,000 units through a private placement. Each unit consists of one share of common stock, one A warrant, expiring in three years, with an exercise price of $1.00 and one B warrant, expiring in five years, with an exercise price of $2.00. The price was $0.50 per unit. As of September 30, 2014, the Company sold units through a private placement at $0.50 per unit. Each unit consists of one share of common stock, one A warrant, expiring in three years, with an exercise price of $1.00 and one B warrant, expiring in five years, with an exercise price of $2.00. As a result of this offering, The Company issued an aggregate of 9,937,720 shares of common stock, 10,937,720 A warrants and 10,937,720 B warrants, inclusive of warrants issued to the placement agent and its affiliates. On September 26, 2014 the Company filed a S-1 Securities Registration Statement. Pursuant to Growbloxs registration statement on Form S-1 which became effective February 11, 2015, the common stock included in the units and the shares of common stock issuable under both the A warrants and B warrants were registered for resale. During the fiscal year ended March 31, 2015, Growblox issued 5,450,000 shares of common stock pursuant to the employment contracts of four executive officers. Two of those officers received 150,000 shares in total, 1,500,000 shares were cancelled due to employment termination, and 3,000,000 shares issued to Craig Ellins in June 2014 were cancelled in June 2015 and exchanged for three year warrants exercisable at $0.45 per share. The remaining shares will be held by Growblox until such time as certain milestones are reached and vesting periods have run. In order to encourage the exercise of its B warrants, on February 12, 2015, the board of directors of Growblox passed a resolution to temporarily reduce, until April 30, 2015, the exercise price of such B warrants from $2.00 per share to $0.20 per share, and the holders of the B warrants were notified of such temporary exercise price reduction. On April 30, 2015, Growbloxs board of directors extended to 5:00 PDT on May 15, 2015 the temporary voluntary reduction of the exercise price of the B Warrants to $0.20 per share and notified the holders of the B Warrants. As at May 15, 2015, B warrants to purchase 2,748,115 shares of common stock were exercised at $0.20 per share, resulting in net proceeds of $549,623 to Growblox. On April 22, 2015, Cesar Cordero-Kruger, the Chief Executive Officer of Growblox Sciences Puerto Rico LLC, purchased from Growblox, for $592,200 or $0.21 per share, an aggregate of 2,820,000 shares of Growblox common stock. Growblox agreed to register such common stock for resale under the Securities Act pursuant to a registration rights agreement. Between February, 2015 and May 15, 2015, certain holders of B Warrants sold back to Growblox for $0.01 each, B warrants to purchase an aggregate of 5,600,000 shares of common stock. During the same period, in addition to the 2,820,000 shares purchased by Mr. Cordero-Kruger, Growblox sold an additional 2,442,023 shares of common stock to 25 other investors for $0.21 per share, resulting in total additional proceeds to Growblox of $512,825. In May and June 2015, ten persons were issued an aggregate of 1,818,750 shares of common stock in settlement and release of certain obligations owed by the Company to such person aggregating $528,750 In May 2015, Network 1 Financial Services and its affiliates exercised B warrants on a cashless basis and received a total of 1,000,000 shares of common stock. All of the foregoing securities, including Growblox common stock, were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the Securities Act Asset Purchase On March 13, 2014, the Company, entered into a definitive agreement with Mr. Craig Ellins for the acquisition of assets. The assets include: a provisional patent application concepts associated with the Mr. Ellins or his associates trademarks business plans investor presentations and histories websites trade secrets including without limitation trade secrets involving nutrient mixes drawings and digital artwork raw materials production equipment and related assets including without limitation electrical equipment, plastic molds and internal parts proof-of-concept equipment URLs Under the terms of such agreement, Growblox agreed to issue a total of 12,500,000 restricted shares of Growbloxs common stock. At the time of the transfer of the assets, a total of 4,500,000 were issued, 4,000,000 shares were issued after Growblox raised an additional $1,000,000 in financing, and the remaining 4,000,000 shares will be issued to Mr. Ellins upon reaching the Company reaching certain milestones relating to the filing of patent applications in respect of its technology. Under the terms of the asset purchase agreement, Mr. Ellins had the right to assign certain of his shares to other persons who had assisted him and his predecessor company in the development of the assets sold to Growblox. On September 17, 2014 and October 9, 2014, Mr. Ellins assigned and transferred 4,980,000 and 600,000, respectively of his 8,500,000 vested shares to eighteen persons, all of whom released Growblox from any further obligations. None of these persons or their affiliates are officers, directors or affiliates of Growblox. The shares were issued pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. Below are the assets purchased: Equipment $ 29,721 Intangibles (patent, trademarks, URLs) 3,745 Total $ 33,466 The assets were valued at their historical cost. Employment Agreements During the fiscal year ended March 31, 2015, Growblox issued 5,450,000 shares of common stock pursuant to the employment contracts of four executive officers. Two of the officers received a total of 150,000 shares. The remaining shares will be held by Growblox until such time as certain milestones are reached and vesting periods have run. The issuance was exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the Act because there was no public offering in connection with the issuance of the shares. On June 19, 2014 Craig Ellins entered into an amended employment agreement having a three year term. Mr. Ellins received a salary of $140,000 per annum, year one, $180,000 per annum year two and $240,000 per annum year three. Additionally he received 3,000,000 shares of the common stock of Growblox which vest over three years in equal 1,000,000 amounts. Effective as of June 19, 2015, Growblox and Mr. Ellins amended and restated the employment agreement with the same compensation terms and cancelling the 3,000,000 share stock grant. In consideration for such forfeiture, Mr. Ellins received a three year warrant to purchase 5,000,000 shares of Growblox common stock at an exercise price of $0.45 per share, the closing price of Growblox common stock on the date of the restated employment agreement. The warrant contains customary anti-dilution provisions and cashless exercise provisions. The warrant and underlying shares of common stock issuable upon exercise of the warrant are restricted securities as defined by the Rules and Regulations promulgated under the Securities Act of 1933, as amended. On June 19, 2014, Dr. Andrea Small-Howard, Chief Science Officer, entered into a three year employment agreement with Growblox. Dr. Small-Howard received a salary at the annual rate of $78,000 and 450,000 shares of restricted common stock that vest over the three year term of employment. The stock is restricted as defined by the Rules and Regulations promulgated under the Securities Act of 1933, as amended. Dr. Howard also received 500,000 of stock options not in connection with her employment agreement, of which 100,000 vested immediately and the remainder vest according to the equity compensation plan. Cathryn Kennedy, Chief Financial Officer, entered into an Employment Agreement with Growblox for a three-year term beginning November 15, 2014. Ms. Kennedy receives a salary of $160,000 per annum phased in during year one, $170,000 per annum year two and $180,000 per annum in year three. Ms. Kennedy was compensated with 500,000 shares of restricted common stock, payable over three years of employment. The stock is restricted as defined by the Rules and Regulations promulgated under the Securities Act of 1933, as amended. Ms. Kennedy also received 500,000 of stock options not in connection with her employment agreement, of which 100,000 vested immediately and the remainder vest according to the equity compensation plan. Dr. Steven Weldon, former Chief Financial Officer, entered into an Employment Agreement with Growblox for a three year term. Mr. Weldon would have been compensated with 1,500,000 shares of restricted common stock, payable upon the completion of three years of employment. Mr. Weldon resigned on November 19, 2014, and the shares were canceled and no expense was recognized. Note Conversions During the year ended March 31, 2013, the Company converted a total of $114,057 of notes payable from certain Note Holders into common stock of the Company. The Company issued 438,681 shares of common stock to satisfy the principal balances of the notes payable. From April 2014 to June 2014, the Company converted a total of $1,262,441 of notes payable from certain Note Holders into common stock of the Company. The Company issued 3,905,612 shares of common stock to satisfy the principal balances of the notes payable. |
STOCK OPTION PLAN
STOCK OPTION PLAN | 12 Months Ended |
Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
STOCK OPTION PLAN | NOTE 10 STOCK OPTION PLAN On February 6, 2008, the Board of Directors adopted the Growblox Sciences, Inc. 2007 Amended Stock Option Plan (2007 Plan). Under the 2007 Plan, 8,000,000 shares of the Companys restricted common stock may be issuable upon the exercise of options issued to employees, advisors and consultants. The Company revised the plan and the Board of Directors adopted the new 2014 Equity Compensation Plan. During the year ended March 31, 2015, 1,962,000 shares of common stock options were awarded to employees of the Company, and 40,000 to Advisory Board members. The options vest over a period of 36-60 months. The value of the stock was determined using the Black-Scholes option pricing model with the following weighted average assumptions: Total Awards WA Strike Price WA Volatility WA Interest Rate 2014 Starting Balance - $ - - - Issued in Period 6,014,000.00 $ - 2.74 0.01 Exercised in Period 1,594,400.00 $ - 2.92 0.00 Naturally Expired in Period - $ - - - Expired Vested in Period - $ - - - Forfeited Unvested in Period - $ - - - Total Expired in Period - $ - - - 2015 Starting Balance 4,419,600.00 $ - 2.67 0.01 Issued in Period 1,000,000.00 $ 0.20 - - Exercised in Period 1,000,000.00 $ 0.20 - - Naturally Expired in Period - $ - - - Expired Vested in Period - $ - - - Forfeited Unvested in Period - $ - - - Total Expired in Period - $ - - - Ending Balance 4,419,600.00 $ - 2.67 0.01 Range Outstanding Outstanding WA Remaining Contractual Life WA Outstanding Strike Price Exercisable Exercisable Remaining Exercisable Contractual Life WA Exercisable Strike Price 0 to 5 4,419,600.00 4.47 $ - 1,632,400.00 4.11 $ - 5.01 to 10 - - $ - - - $ - 10.01 to 15 - - $ - - - $ - 15.01 to 20 - - $ - - - $ - 20.01 to 25 - - $ - - - $ - 0 to 25 4,419,600.00 4.47 $ - 1,632,400.00 4.11 $ - NOTES: 1) Exercisable information: At March 31, 2015 and 2016, there were 4 and 1,632,400 exercisable awards with a weighted average exercise price of $0.00 and $0.00, respectively. 2) Intrinsic Value Information: The aggregate intrinsic value of outstanding as of March 31, 2016 was $1,723,644.00 and far vested as of March 31, 2016 was $694,000.00. The intrinsic value of awards exercised during the years ended March 31, 2015 and 2016 was $1,711,628.00 and $0.00, respectively. 3) Unrecognised Compensation Cost: The total remaining unrecognized compensation cost is $2,147,805.50 and $654,968.43 as of March 31, 2015 and 2016. The weighted average period over which this cost is expected to be recognized is 2.78 and 2.15 years. |
COMMITMENT AND CONTINGENCY
COMMITMENT AND CONTINGENCY | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCY | NOTE 11 COMMITMENT AND CONTINGENCY On April 2, 2014, the Company commenced an action in the United States District Court for the Southern District of New York captioned Signature Exploration and Production Corporation v. GCM Administrative Services, LLC, Strategic Turnaround Equity Partners, L.P. (Cayman), Seth M. Lukash, and Gary Herman On May 9, 2014, defendants filed an answer denying the complaints material allegations, and asserted a counterclaim against the Company, against persons identified as certain of its officers or directors, and against GrowOpp, LLC and Tumbleweed Holdings, Inc. On November 19, 2014, defendants filed an amended counterclaim, including a prayer for monetary relief or damages in the sum of $9 million. The Company moved to dismiss the counterclaim and by opinion dated June 2, 2015, the Court granted the motion in part and dismissed counts one and two (for declaratory judgment as to an alleged partnership or joint venture, and for breach of fiduciary duty predicated upon those allegations), and denied the motion in part, leaving counts three and four of the counterclaim standing. The Court viewed the third and fourth claims as a single claim for(The fifth count, as set forth above, sought damages of $75,000 for alleged non-payment of certain promissory notes, and the Company did not challenge in on its motion.) unjust enrichment, in which recovery would be based on quantum meruit . |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 12 SUBSEQUENT EVENT Growblox Sciences, Inc. B Warrants On February 12, 2015, in order to encourage the exercise of the Companys B warrants, the board of directors passed a resolution to temporarily reduce, until April 30, 2015, the exercise price of previously-issued warrants from $2.00 per share to $0.20 per share, and the holders of the B warrants were notified. Additionally, the resolution allowed the transfer of current B Warrant holders to other interested investors at $0.21 with $0.01 being returned to the original warrant holder. On April 30, 2015, the Companys board of directors extended the temporary voluntary reduction of the exercise price of the B warrants to May 15, 2015. On April 22, 2015, an individual purchased an aggregate of 2,820,000 share of common stock at $0.21 per share resulting in net proceeds of $592,200 to the Company. On April 27, 2015, two limited partnerships sold back to the Company for $0.01 each, warrants to purchase a total of 4,000,000 warrants. As of May 15, 2015, there were 9,010,138 warrants to purchase 9,010,138 shares exercised at $0.20. Glowblox Sciences, Puerto Rico, LLC On May 7, 2015, the Company entered into an agreement with Growblox Sciences, Puerto Rico, LLC, (GBSPR) a limited liability company organized under the laws of the Commonwealth of Puerto Rico. GBSPR is a related party through common equity ownership. The agreement grants GBSPR the exclusive worldwide rights to all Company technology and intellectual property to include, but not be limited to, the manufacture, the production, the lease and license of the Companys indoor cultivation Suites and to sell to the Company for resale and distribution any and all pharmaceutical raw materials and products derived from medical-grade cannabis. All rights not granted to GBSPR under the agreement are retained by the Company and include the right to conduct pre-clinical and clinical trials; to develop formulations of combinations of active ingredients to combat specific conditions and diseases; and to sell, cultivate, grow, dispense medical-grade cannabis or cannabis in Nevada and Colorado. Terms of the agreement require GBSPR to obtain not less than $1,250,000 of equity financing by no later than September 30, 2015. Failing to do so would unilaterally terminate the agreement. On May 12, 2015, the Company entered into a Note Purchase Agreement (Note) with Pacific Leaf Ventures, LP (PLV) whereby PLV agreed to make an installment loan to the Company of up to $1,750,000. The purpose of the financing is to provide for the acquisition and installation of an operating facility, equipment and other tangible assets of GB Sciences Nevada LLC, (GBS), a 65% subsidiary of the Company. The facility and equipment will be dedicated to the cultivation of cannabis and the extraction of oils and other constituents present in cannabis. The terms call for scheduled advances through August 2015, which will bear interest at a fixed rate of 6% per annum, payable quarterly. Principal payments are required on a quarterly basis in an amount equal to 50% of EBITDA of GBS multiplied by the Companys percentage interest in GBS Nevada (currently 65%). All outstanding principal and interest is due and payable on May 12, 2020. While principal amounts remain outstanding under the Note, PLV or other holder of the Note, shall have the option to convert all or any portion of the outstanding principal amount of the Note into shares of common stock at an initial conversion price of $0.50. In a related development to the Note Purchase Agreement entered into May 12, 2015, PLV has entered into a Royalty Agreement which grants to the Company in perpetuity all of PLVs intellectual property for the cultivation of cannabis and extraction of oils and other constituent chemicals for the sole use of GBS Nevada in its operations within the state of Nevada. In consideration, Growblox Sciences, Inc. is obligated to pay PLV for a period of five years, out of all periodic distributions it receives from GBS Nevada, the sum of $2.00 per gram of material extracted from cannabis at any facility owned, operated or controlled by GS plus 14% of the gross sales revenue. In years six through ten, the per gram payment will cease and the gross sales revenue percentage will be reduced to 7%. The gross sales revenue percentage is subject to equitable adjustments if the equity interest of the Company in GBS Nevada should increase or decrease. On June 29, 2015, Growblox filed a Form S-8 Registration Statement with the SEC to register 8,000,000 shares of common stock issuable under stock options to grant to employees and consultants. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Property and Equipment | Property and Equipment. |
Other Assets | Other Assets. |
Revenue Recognition | Revenue Recognition. |
Research and Development Costs | Research and Development Costs. |
Equity-Based Compensation | Equity-Based Compensation. |
Income Taxes | Income Taxes |
Loss per Share | Loss per Share. |
Use of Estimates | Use of Estimates. |
Reclassifications | Reclassifications. |
FAIR VALUE MEASURMENT (Tables)
FAIR VALUE MEASURMENT (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities | The tables below detail the Companys assets and liabilities measured at fair value. There were no convertible notes at March 31, 2015. Fair Value Measurements March Level 1 Level 2 Level 3 Total Convertible notes from stockholders, at fair value $ - $ - $ - $ - Derivative liability $ - $ - $ - $ - |
Schedule of changes in Level 3 instruments | The following table presents the changes in Level 3 instruments measured on a recurring basis for the years ended March 31, 2015, 2014 and 2013: Convertible Derivative Total Balance, March, 2013 $ 227,521 $ 260,311 $ 487,832 Realized and unrealized gains (losses); 65,235 78,385 143,720 Included in other income (expense) 756,719 (197,671 ) 559,048 Purchases, issuances, and settlements 14,843 15,745 30,588 Balance, March 31, 2014 $ 933,748 $ - $ 933,748 Realized and unrealized gains (losses); (933,848 ) - (933,848 ) Included in other income (expense) - - - Purchases, issuances, and settlements - - - Balance, March 31, 2015 $ - $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, 2015 2014 Computer and software $ 136,302 $ - Machinery and equipment 620,479 45,837 Leaseholds 226,697 - Construction in progress - $ 983,478 $ 45,837 Less accumulated depreciation and amortization (69,836 ) (915 ) $ 913,642 $ 44,922 |
DEFERRED INCOME TAXES (Tables)
DEFERRED INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation: 2015 2014 2013 Tax benefit computed at U.S. statutory rates $ (2,669,517 ) $ (229,000 ) $ (205,000 ) Increases (decreases) in taxes resulting from: Non-deductible items (3,058 ) 145,000 22,000 Change in valuation allowance 2,672,575 91,000 198,000 State taxes - (7,000 ) (15,000 ) Total $ - $ - $ - |
Schedule of deferred tax assets and liabilities | The tax effects of the primary temporary differences giving rise to the Companys deferred tax assets and liabilities are as follows for the year ended March 31, 2015 and 2014: 2015 2014 Deferred tax assets: Net operating loss carryforward $ 3,080,750 $ 1,674,000 Depreciation expense (125,507 ) - Stock based compensation 1,391,032 - Total deferred tax assets 4,346,575 1,674,000 Less valuation allowance (4,346,575 ) (1,674,000 ) Net deferred tax asset $ - $ - |
CONVERTIBLE NOTES AND WARRANTS
CONVERTIBLE NOTES AND WARRANTS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | Convertible notes from shareholders issued during fiscal year 2010 contained a beneficial conversion feature, with the discount being amortized over the term of the note. Convertible Accrued Notes Interest Balance, March 31, 2013 $ 442,750 $ 208,088 Increase in convertible notes 933,748 - Conversion to common stock (114,057 ) - Accrued interest - 44,216 Balance, March 31, 2014 $ 1,262,441 $ 252,304 Conversion to common stock (1,262,441 ) - Accrued interest - - Balance, March 31, 2015 $ - $ - |
Schedule of Other Share-based Compensation, Activity | Warrants Outstanding Number of Shares Exercise Price Outstanding at April 1, 2013 $ 12,364,766 $0.15-$0.10 Warrants issued 2,960,000 $1.00-$2.00 Warrants exercised - - Warrants expired/cancelled (12,364,766 ) - Outstanding at March 31, 2014 2,960,000 $1.00-$2.00 Warrants issued 19,915,446 $0.55-$2.00 Warrants exercised (1,032,190 ) $0.20-$0.21 Warrants expired/cancelled - Outstanding at March 31, 2015 $ 21,843,256 |
CAPITAL TRANSACTIONS (Tables)
CAPITAL TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Summary of assets purchased | Below are the assets purchased: Equipment $ 29,721 Intangibles (patent, trademarks, URLs) 3,745 Total $ 33,466 |
STOCK OPTION PLAN (Tables)
STOCK OPTION PLAN (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of stock option plan valuation assumptions | The value of the stock was determined using the Black-Scholes option pricing model with the following weighted average assumptions: Total Awards WA Strike Price WA Volatility WA Interest Rate 2014 Starting Balance - $ - - - Issued in Period 6,014,000.00 $ - 2.74 0.01 Exercised in Period 1,594,400.00 $ - 2.92 0.00 Naturally Expired in Period - $ - - - Expired Vested in Period - $ - - - Forfeited Unvested in Period - $ - - - Total Expired in Period - $ - - - 2015 Starting Balance 4,419,600.00 $ - 2.67 0.01 Issued in Period 1,000,000.00 $ 0.20 - - Exercised in Period 1,000,000.00 $ 0.20 - - Naturally Expired in Period - $ - - - Expired Vested in Period - $ - - - Forfeited Unvested in Period - $ - - - Total Expired in Period - $ - - - Ending Balance 4,419,600.00 $ - 2.67 0.01 |
Schedule of stock option exercise price range | Range Outstanding Outstanding WA Remaining Contractual Life WA Outstanding Strike Price Exercisable Exercisable Remaining Exercisable Contractual Life WA Exercisable Strike Price 0 to 5 4,419,600.00 4.47 $ - 1,632,400.00 4.11 $ - 5.01 to 10 - - $ - - - $ - 10.01 to 15 - - $ - - - $ - 15.01 to 20 - - $ - - - $ - 20.01 to 25 - - $ - - - $ - 0 to 25 4,419,600.00 4.47 $ - 1,632,400.00 4.11 $ - |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (14,008,525) | $ (6,212,756) |
Cash consumed in operating activities | $ (3,545,583) | $ (363,650) |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Potentially dilutive common shares | 29,520,288 | 8,757,106 |
Maximum [Member] | ||
Useful lives | P8Y | |
Minimum [Member] | ||
Useful lives | P3Y |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) None in scaling factor is -9223372036854775296 | Mar. 31, 2014USD ($) |
Level 1 [Member] | Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Level 1 [Member] | Derivative Liabilities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Level 2 [Member] | Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Level 2 [Member] | Derivative Liabilities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Level 3 [Member] | Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Level 3 [Member] | Derivative Liabilities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Total Fair Value [Member] | Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value | |
Total Fair Value [Member] | Derivative Liabilities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities measured at fair value |
FAIR VALUE MEASUREMENTS (Deta29
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 933,748 | $ 487,832 |
Realized and unrealized gains (losses); | $ (933,848) | 143,720 |
Included in other income (expense) | 559,048 | |
Purchases, issuances, and settlements | 30,588 | |
Balance | 933,748 | |
Convertible Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 933,748 | 227,521 |
Realized and unrealized gains (losses); | $ (933,848) | 65,235 |
Included in other income (expense) | 756,719 | |
Purchases, issuances, and settlements | 14,843 | |
Balance | 933,748 | |
Derivative Liabilities [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | 260,311 | |
Realized and unrealized gains (losses); | 78,385 | |
Included in other income (expense) | (197,671) | |
Purchases, issuances, and settlements | $ 15,745 | |
Balance |
FAIR VALUE MEASUREMENTS (Deta30
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Expected volatility rate | 797.00% | |
Expected dividend rate | 0.00% | |
Conversion price (in dollars per share) | $ 0.26 | |
Loss on extinguishment of debt | $ 559,048 | |
Maximum [Member] | ||
Risk free interest rate | 0.63% | |
Expected term | 4 years 10 months 13 days | |
Minimum [Member] | ||
Risk free interest rate | 0.18% | |
Expected term | 1 year |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 983,478 | $ 45,837 |
Accumulated Depreciation Depletion And Amortization Property Plant And Equipment | (69,836) | (915) |
Property Plant And Equipment Net | 913,642 | $ 44,922 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 136,302 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 620,479 | $ 45,837 |
Leaseholds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 226,697 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) | 12 Months Ended |
Mar. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Percentage of royalty fees | 6.00% |
DEFERRED INCOME TAXES (Details)
DEFERRED INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit computed at U.S. statutory rates | $ (2,669,517) | $ (229,000) | $ (205,000) |
Increases (decreases) in taxes resulting from: | |||
Non-deductible items | (3,058) | 145,000 | 22,000 |
Change in valuation allowance | $ 2,672,575 | 91,000 | 198,000 |
State taxes | $ (7,000) | $ (15,000) | |
Total |
DEFERRED INCOME TAXES (Details
DEFERRED INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 3,080,750 | $ 1,674,000 |
Depreciation expense | (125,507) | |
Stock based compensation | 1,391,032 | |
Total deferred tax assets | 4,346,575 | $ 1,674,000 |
Less: Valuation Allowance | $ (4,346,575) | $ (1,674,000) |
Net Deferred Tax Asset |
CONVERTIBLE NOTES AND WARRANT35
CONVERTIBLE NOTES AND WARRANTS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Convertible Notes | ||
Balance | $ 1,262,441 | $ 442,750 |
Increase in convertible notes | 30,000 | |
Conversion to common stock | $ (1,262,441) | (114,057) |
Balance | 1,262,441 | |
Accrued Interest | ||
Balance | $ 252,304 | 208,088 |
Accrued interest | 44,216 | |
Balance | $ 230 | $ 252,304 |
CONVERTIBLE NOTES AND WARRANT36
CONVERTIBLE NOTES AND WARRANTS (Details 1) - $ / shares | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Warrants, Outstanding | 21,843,256 | 2,960,000 | 12,364,766 |
Warrants, Issued | 19,915,446 | 2,960,000 | |
Warrants, Exercised | (1,032,190) | ||
Warrants, Expired | (12,364,766) | ||
Minimum [Member] | |||
Warrants, Weighted Average Exercise Price | $ 1 | $ 0.10 | |
Warrants, Granted, Weighted Average Exercise Price | $ 0.55 | 1 | |
Warrants, Exercised, Weighted Average Exercise Price | 0.20 | ||
Maximum [Member] | |||
Warrants, Weighted Average Exercise Price | 2 | $ 0.15 | |
Warrants, Granted, Weighted Average Exercise Price | 2 | $ 2 | |
Warrants, Exercised, Weighted Average Exercise Price | $ 0.21 |
CONVERTIBLE NOTES AND WARRANT37
CONVERTIBLE NOTES AND WARRANTS (Details Narrative) - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Conversion price (in dollars per share) | $ 0.26 | |
Convertible Notes [Member] | ||
Effective interest rate | 10.00% | |
Conversion price (in dollars per share) | $ 0.01 | $ 0.26 |
Description of conversion features | The note holders were only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holders beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. | The note holders were only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holders beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. |
CAPITAL TRANSACTIONS (Details)
CAPITAL TRANSACTIONS (Details) - Asset Purchase Agreement [Member] | Mar. 31, 2015USD ($) |
Equipment | $ 29,721 |
Intangibles (patent, trademarks, URL's) | 3,745 |
Total | $ 33,466 |
CAPITAL TRANSACTIONS (Details N
CAPITAL TRANSACTIONS (Details Narrative) | Jun. 19, 2015$ / sharesshares | May. 15, 2015USD ($)$ / sharesshares | May. 15, 2015$ / sharesshares | Apr. 22, 2015USD ($)$ / sharesshares | Oct. 09, 2014Nshares | Sep. 17, 2014shares | Jun. 19, 2014USD ($)shares | Mar. 13, 2014shares | Mar. 31, 2015$ / sharesshares | Jun. 21, 2014$ / sharesshares | Jun. 30, 2015USD ($)shares | May. 15, 2015USD ($)$ / sharesshares | Sep. 30, 2014$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Apr. 27, 2015$ / sharesshares |
Value of common shares issued | $ | $ 4,461,887 | $ 740,000 | ||||||||||||||
Asset Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Number of common issued | 12,500,000 | |||||||||||||||
Number of portion common issued | 4,500,000 | |||||||||||||||
Number of additional common issued | 4,000,000 | |||||||||||||||
Value of additional common issued | 1,000,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Number of common shares issued | 9,010,138 | |||||||||||||||
Number of warrants issued | 9,010,138 | 9,010,138 | 9,010,138 | |||||||||||||
Four Executive Officer [Member] | ||||||||||||||||
Number of common shares issued | 5,450,000 | |||||||||||||||
Number of common shares cancelled | 1,500,000 | |||||||||||||||
Two Executive Officer [Member] | ||||||||||||||||
Number of common shares issued | 150,000 | |||||||||||||||
Craig Ellins [Member] | ||||||||||||||||
Number of common shares issued | 3,000,000 | 3,000,000 | ||||||||||||||
Number of common shares cancelled | 3,000,000 | |||||||||||||||
Value of common shares issued | $ | $ 1,000,000 | |||||||||||||||
Craig Ellins [Member] | Asset Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Number of common issued | 600,000 | 4,980,000 | ||||||||||||||
Number of portion common issued | 4,000,000 | |||||||||||||||
Number of shares vested | 8,500,000 | |||||||||||||||
Number of persons allocated | N | 18 | |||||||||||||||
Cesar Cordero-Kruger ( Chief Executive Officer - Growblox Sciences Puerto Rico LLC) [Member] | Subsequent Event [Member] | ||||||||||||||||
Number of common shares issued | 2,820,000 | |||||||||||||||
Value of common shares issued | $ | $ 592,200 | |||||||||||||||
Share Price (in dollars per share) | $ / shares | $ 0.21 | |||||||||||||||
Other Investor [Member] | Subsequent Event [Member] | ||||||||||||||||
Number of common shares issued | 2,442,023 | |||||||||||||||
Value of common shares issued | $ | $ 512,825 | |||||||||||||||
Share Price (in dollars per share) | $ / shares | $ 0.21 | $ 0.21 | $ 0.21 | |||||||||||||
10 Persons [Member] | Subsequent Event [Member] | ||||||||||||||||
Number of common shares issued | 1,818,750 | |||||||||||||||
Value of common shares issued | $ | $ 528,750 | |||||||||||||||
Class B Warrant [Member] | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | ||||||||||||||
Warrant revised exercise price (in dollars per shares) | $ / shares | 0.20 | $ 0.20 | ||||||||||||||
Class B Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 2 | $ 0.01 | |||||||||||
Number of common shares issued | 2,748,115 | 5,600,000 | ||||||||||||||
Number of warrants issued | 4,000,000 | |||||||||||||||
Value of common shares issued | $ | $ 549,623 | |||||||||||||||
Class B Warrant [Member] | Subsequent Event [Member] | Network 1 Financial Services and Affiliates [Member] | ||||||||||||||||
Number of common shares issued | 1,000,000 | |||||||||||||||
Warrant [Member] | Craig Ellins [Member] | ||||||||||||||||
Warrant term | 3 years | 3 years | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.45 | $ 0.45 | $ 0.45 | |||||||||||||
Number of warrants issued | 5,000,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Number of common units issued | 4,520,000 | 1,480,000 | ||||||||||||||
Number of common shares included in per unit | 1 | 1 | 1 | |||||||||||||
Unit price (in dollars per shares) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||
Number of common shares issued | 9,937,720 | |||||||||||||||
Private Placement [Member] | Class A Warrant [Member] | ||||||||||||||||
Number of warrant included in per unit | 1 | 1 | 1 | |||||||||||||
Warrant term | 3 years | 3 years | 3 years | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||
Number of warrants issued | 10,937,720 | |||||||||||||||
Private Placement [Member] | Class B Warrant [Member] | ||||||||||||||||
Number of warrant included in per unit | 1 | 1 | 1 | |||||||||||||
Warrant term | 5 years | 5 years | 5 years | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | $ 2 | |||||||||||||
Number of warrants issued | 10,937,720 |
CAPITAL TRANSACTIONS (Details40
CAPITAL TRANSACTIONS (Details Narrative 1) - USD ($) | Jun. 19, 2015 | Nov. 19, 2014 | Nov. 15, 2014 | Jun. 19, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Value of common shares issued | $ 4,461,887 | $ 740,000 | |||||||
Number of options granted | 1,000,000 | 6,014,000 | |||||||
Value of shares converted | $ 1,262,441 | $ 1,263,037 | $ 114,057 | $ 114,057 | |||||
Number of shares issued upon conversion | 3,905,612 | 438,681 | |||||||
Craig Ellins [Member] | |||||||||
Term of employment agreement | 3 years | ||||||||
First year salary | $ 140,000 | ||||||||
Second year salary | 180,000 | ||||||||
Third year salary | $ 240,000 | ||||||||
Number of common shares issued | 3,000,000 | 3,000,000 | |||||||
Vesting period | 3 years | ||||||||
Value of common shares issued | $ 1,000,000 | ||||||||
Number of common shares cancelled | 3,000,000 | ||||||||
Craig Ellins [Member] | Warrant [Member] | |||||||||
Warrant term | 3 years | 3 years | |||||||
Number of warrants issued | 5,000,000 | ||||||||
Warrant exercise price (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | ||||||
Dr. Andrea Small-Howard [Member] | |||||||||
Term of employment agreement | 3 years | ||||||||
Salary | $ 78,000 | ||||||||
Number of options granted | 500,000 | ||||||||
Number of options vested | 100,000 | ||||||||
Dr. Andrea Small-Howard [Member] | Restricted Common Stock [Member] | |||||||||
Number of common shares issued | 450,000 | ||||||||
Vesting period | 3 years | ||||||||
Cathryn Kennedy [Member] | |||||||||
Term of employment agreement | 3 years | ||||||||
First year salary | $ 160,000 | ||||||||
Second year salary | 170,000 | ||||||||
Third year salary | $ 180,000 | ||||||||
Number of options granted | 500,000 | ||||||||
Number of options vested | 100,000 | ||||||||
Cathryn Kennedy [Member] | Restricted Common Stock [Member] | |||||||||
Number of common shares issued | 500,000 | ||||||||
Vesting period | 3 years | ||||||||
Dr. Steven Weldon (Former Chief Financial Officer) [Member] | |||||||||
Number of common shares issued | 500,000 | ||||||||
Vesting period | 3 years | ||||||||
Number of common shares cancelled | 500,000 |
STOCK OPTION PLAN (Details)
STOCK OPTION PLAN (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Method used | Black-Scholes option pricing model | |
Total Awards | ||
Starting Balances | 4,419,600 | |
Issued in Period | 1,000,000 | 6,014,000 |
Exercised in Period | 1,000,000 | 1,594,400 |
Ending Balance | 4,419,600 | 4,419,600 |
WA Strike Price | ||
Starting Balance | ||
Issued in Period | $ 0.20 | |
Exercised in Period | $ 0.20 | |
Ending Balance | ||
WA Volatility | ||
Starting Balance | 2.67% | |
Issued in Period | 2.74% | |
Exercised in Period | 2.92% | |
Ending Balance | 2.67% | 2.67% |
WA Interest Rate | ||
Starting Balance | 0.01% | |
Issued in Period | 0.01% | |
Exercised in Period | 0.00% | |
Ending Balance | 0.01% | 0.01% |
STOCK OPTION PLAN (Details 1)
STOCK OPTION PLAN (Details 1) - Mar. 31, 2015 - $ / shares None in scaling factor is -9223372036854775296 | Total |
$0 To $5 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | 4,419,600 |
WA Remaining Contractual Life | 4 years 5 months 20 days |
WA Outstanding Strike Price | |
Exercisable Exercisable | 1,632,400 |
Remaining Exercisable Contractual Life | 4 years 1 month 24 days |
WA Exercisable Strike Price | |
$5.01 To $10 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | |
WA Outstanding Strike Price | |
Exercisable Exercisable | |
WA Exercisable Strike Price | |
$10.01 To $15 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | |
WA Outstanding Strike Price | |
Exercisable Exercisable | |
WA Exercisable Strike Price | |
$15.01 To $20 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | |
WA Outstanding Strike Price | |
Exercisable Exercisable | |
WA Exercisable Strike Price | |
$20.01 To $25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | |
WA Outstanding Strike Price | |
Exercisable Exercisable | |
WA Exercisable Strike Price | |
$0 To $25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding | 4,419,600 |
WA Remaining Contractual Life | 4 years 5 months 20 days |
WA Outstanding Strike Price | |
Exercisable Exercisable | 1,632,400 |
Remaining Exercisable Contractual Life | 4 years 1 month 24 days |
WA Exercisable Strike Price |
STOCK OPTION PLAN (Details Narr
STOCK OPTION PLAN (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 06, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of option granted | 4,419,600 | 4,419,600 | |||
Aggregate intrinsic value of options | $ 1,723,644 | ||||
Aggregate intrinsic value of vested options | 694,000 | ||||
Aggregate intrinsic value of exercisable options | 0 | $ 1,711,628 | |||
Total remaining unrecognized compensation cost | $ 654,968.43 | $ 2,147,805.5 | |||
Weighted average period | 2 years 9 months 11 days | 2 years 1 month 24 days | |||
2007 Amended Stock Option Plan [Member] | Restricted Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 8,000,000 | ||||
2014 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of option granted | 1,962,000 | ||||
Description of vesting period | Vest over a period of 36-60 months | ||||
2014 Equity Compensation Plan [Member] | Advisory Board [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of option granted | 40,000 | ||||
Description of vesting period | Vest over a period of 36-60 months |
COMMITMENT AND CONTINGENCY (Det
COMMITMENT AND CONTINGENCY (Details Narrative) - USD ($) | Nov. 19, 2014 | Apr. 02, 2014 |
Action Litigation Case [Member] | ||
Loss Contingencies [Line Items] | ||
Name of domicile of litigation | United States District Court for the Southern District of New York | |
Name of plaintiff | Signature Exploration and Production Corporation v. GCM Administrative Services, LLC, Strategic Turnaround Equity Partners, L.P. (Cayman), Seth M. Lukash, and Gary Herman, 14 Civ. 02280 (ER) | |
Description of allegations | The Companys complaint in the Action sought a declaratory judgment that neither Lukash nor Herman was entitled to receive any interest in, including any shares of stock of, the Company pursuant to certain share conversion rights held under promissory notes in the aggregate amount of Seventy-Five Thousand and No Dollars ($75,000.00), given by a related party of the Company to the entity. | |
Breach Of Fiduciary Duty [Member] | ||
Loss Contingencies [Line Items] | ||
Description of allegations | Complaints material allegations, and asserted a counterclaim against the Company, against persons identified as certain of its officers or directors, and against GrowOpp, LLC and Tumbleweed Holdings, Inc. | |
Damages sought, value | $ 9,000,000 | |
Damages value paid | $ 75,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Jun. 29, 2015 | May. 15, 2015 | May. 15, 2015 | May. 07, 2015 | Apr. 22, 2015 | May. 15, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | May. 12, 2015 | Apr. 27, 2015 |
Subsequent Event [Line Items] | ||||||||||
Value of common shares issued | $ 4,461,887 | $ 740,000 | ||||||||
Initial conversion price (in dollars per share) | $ 0.26 | |||||||||
Class B Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 2 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Number of common shares issued | 9,010,138 | |||||||||
Number of warrants issued | 9,010,138 | 9,010,138 | 9,010,138 | |||||||
Number of options granted | 8,000,000 | |||||||||
Subsequent Event [Member] | Glowblox Sciences Puerto Rico LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Value of common shares issued | $ 1,250,000 | |||||||||
Subsequent Event [Member] | Pacific Leaf Ventures, LP (Note Purchase Agreement) [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum installment loan | $ 1,750,000 | |||||||||
Initial conversion price (in dollars per share) | $ 0.50 | |||||||||
Subsequent Event [Member] | Cesar Cordero-Kruger ( Chief Executive Officer - Growblox Sciences Puerto Rico LLC) [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common shares issued | 2,820,000 | |||||||||
Value of common shares issued | $ 592,200 | |||||||||
Share Price (in dollars per share) | $ 0.21 | |||||||||
Subsequent Event [Member] | Class B Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | $ 2 | $ 0.01 | |||||
Number of common shares issued | 2,748,115 | 5,600,000 | ||||||||
Value of common shares issued | $ 549,623 | |||||||||
Number of warrants issued | 4,000,000 |