10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________________

FORM 10-Q

(Amendment No. 1)

__________________________

(Mark One)

ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission file number:   000-55462

GB SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other Jurisdiction of Incorporation or organization) 59-3733133 (IRS Employer I.D. No.)

3550 W. Teco Avenue

Las Vegas, Nevada 89118

Phone: (866) 721-0297

(Address and telephone number of

principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ý  Yes     ¨  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   ý  Yes     ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller Reporting Company) Smaller reporting company  ý

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  ¨  Yes     ý  No  

There were 252,882,769 shares of common stock, par value $0.0001 per share, outstanding as of August 14, 2019. 

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report of GB Sciences, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 15, 2019 (the “Form 10-Q”), is to furnish Exhibits marked 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibits 101 to this report provide the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002)
3.2	Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to Form S-1/A No. 333-82580 filed with the Commission on October 6, 2014 and Exhibit 3.2 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014)
3.3	Bylaws (Incorporated by reference to an exhibit to Form SB-2 No. 333-82580 filed with the Commission on February 12, 2002)
31.1	Certification of Principal Executive Officer and Pursuant to Rule 13a-14
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14
32.1*	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GB SCIENCES, INC.
August 15, 2019	By:	/s/ Ksenia Griswold
	Ksenia Griswold, Chief Financial Officer (Principal Financial Officer)

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Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2019	Aug. 14, 2019
Text Block [Abstract]
Registrant Name	GB SCIENCES INC
Registrant CIK	0001165320
SEC Form	10-Q
Period End date	Jun. 30, 2019
Fiscal Year End	--03-31
Tax Identification Number (TIN)	59-3733133
Number of common stock shares outstanding		252,882,769
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	Q1
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

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 141,312	$ 227,758
Accounts receivable, net of allowance for doubtful accounts of $107,975 and $66,748 at June 30, 2019 and March 31, 2019, respectively	310,406	488,329
Inventory	3,177,278	2,136,506
Prepaid expenses	246,816	614,178
TOTAL CURRENT ASSETS	3,875,812	3,466,771
Property and equipment, net	23,319,057	23,504,702
Intangible assets, net of accumulated amortization of $3,745 at June 30, 2019 and March 31, 2019	1,857,829	1,818,802
Deposits and prepayments	1,224,265	1,224,265
Operating lease right-of-use assets, net	178,198	0
Other assets	12,612	8,762
TOTAL ASSETS	30,467,773	30,023,302
CURRENT LIABILITIES:
Accounts payable	2,467,566	3,070,756
Accrued interest	228,831	142,112
Accrued liabilities	376,399	346,634
Notes payable, net of unamortized discount of $1,011,127 and $799,410 at June 30, 2019 and March 31, 2019, respectively	4,813,096	2,529,811
Income tax payable	563,537	506,145
Finance lease obligations, current	156,540	116,722
Operating lease obligations, current	42,176	0
TOTAL CURRENT LIABILITIES	8,648,145	6,712,180
Note payable, net of unamortized discount of $6,607 and $13,929 at June 30, 2019 and March 31, 2019, respectively	110,059	161,072
Operating lease obligations, long term	147,368	0
Finance lease obligations, long term	5,951,363	5,994,051
TOTAL LIABILITIES	14,856,935	12,867,303
STOCKHOLDERS' EQUITY:
Common Stock, $0.0001 par value, 400,000,000 shares authorized, 246,852,769 and 240,627,102 shares issued and outstanding at June 30, 2019 and March 31, 2019, respectively	24,686	24,063
Additional paid-in capital	94,095,065	93,020,015
Accumulated deficit	(87,232,454)	(84,743,836)
TOTAL GB SCIENCES,INC.STOCKHOLDERS' EQUITY	6,887,297	8,300,242
Non-controlling interest	8,723,541	8,855,757
TOTAL EQUITY	15,610,838	17,155,999
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 30,467,773	$ 30,023,302

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Text Block [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Issued	246,852,769	240,627,102
Common Stock, Shares, Outstanding	246,852,769	240,627,102
Allowance for doubtful accounts	$ 107,975	$ 66,748
Accumulated amortization	3,745	3,745
Unamortized discount current	1,011,127	799,410
Unamortized discount noncurrent	$ 6,607	$ 13,929

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Text Block [Abstract]
SALES REVENUE	$ 910,676	$ 1,315,284
COST OF GOODS SOLD	(624,369)	(580,565)
GROSS PROFIT	286,307	734,719
GENERAL AND ADMINISTRATIVE EXPENSES	2,267,388	4,463,881
LOSS FROM OPERATIONS	(1,981,081)	(3,729,162)
OTHER INCOME (EXPENSE)
Interest expense	(500,410)	(1,720,182)
Other income	0	97,861
Total other expense	(500,410)	(1,622,321)
NET LOSS BEFORE INCOME TAX EXPENSE	(2,481,491)	(5,351,483)
Income tax expense	(57,392)	0
NET LOSS	(2,538,883)	(5,351,483)
Net loss attributable to non-controlling interest	(132,216)	(184,144)
NET LOSS ATTRIBUTABLE TO GB SCIENCES, INC.	(2,406,667)	(5,167,339)
Net loss attributable to common stockholders	$ (2,406,667)	$ (5,167,339)
Net loss per share - basic and diluted	$ (0.01)	$ (0.03)
Weighted average common shares outstanding - basic and diluted	244,036,524	175,274,248

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
OPERATING ACTIVITIES:
Net loss	$ (2,538,883)	$ (5,351,483)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	268,764	203,785
Stock-based compensation	176,402	967,317
Bad debt expense	51,344	7,714
Amortization of debt discount and beneficial conversion feature	200,382	423,562
Interest expense on conversion of notes payable	17,225	1,023,134
Changes in operating assets and liabilities:
Accounts receivable	126,579	(247,306)
Prepaid expenses and other assets	363,512	(226,021)
Inventory	(892,419)	(363,901)
Change in deposits and other assets	0	186,742
Accounts payable	(603,190)	(118,669)
Accrued expenses	141,771	185,997
Income taxes payable	57,392	0
Net cash used in operating activities	(2,631,121)	(3,309,129)
INVESTING ACTIVITIES:
Purchase of property and equipment	(218,647)	(2,648,106)
Acquisition of intangible assets	(39,027)	0
Net cash used in investing activities	(257,674)	(2,648,106)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrant exercises	745,975	3,495,669
Proceeds from non-controlling interest	0	3,800,000
Proceeds from convertible note payable	2,500,000	0
Brokerage fees for issuance of common stock and warrants	(91,104)	0
Fees for issuance of convertible note	(175,000)	0
Principal payments on debt and finance lease obligations	(177,522)	(258,697)
Net cash provided by financing activities	2,802,349	7,036,972
Net change in cash and cash equivalent	(86,446)	1,079,737
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	227,758	3,579,700
CASH AND CASH EQUIVALENTS AT END OF PERIOD	141,312	4,659,437
Non-cash transactions:
Stock issued to upon conversion of long-term note payable	170,000	1,334,949
Property capitalized under operating leases	213,218	0
Depreciation capitalized in inventory	148,353	128,591
Induced dividend from warrant exercises	$ 74,400	$ 2,772,766

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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	$ 538	1,344,411			1,344,949
Issuance of stock for debt conversion, shares	5,379,798
Exercise of warrants for stock, value	$ 1,100	3,494,569			3,495,669
Exercise of warrants for stock, shares	11,001,750
Issuance of stock for services, value	$ 105	607,907			608,012
Issuance of stock for services, shares	1,053,088
Share based compensation expense		359,304			359,304
Contributions from non-controlling interest				3,800,000	3,800,000
Inducement dividend from warrant exercises		2,772,767	(2,772,767)
Net Loss			(5,167,339)		(5,167,339)
Loss attributable to non-controlling interest				(184,144)	(184,144)
Stockholders Equity, Ending balance at Jun. 30, 2018	$ 18,605	79,540,062	(66,169,341)	6,498,846	19,888,172
Shares, Outstanding, Ending Balance at Jun. 30, 2018	186,051,491
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	$ 100	169,900			170,000
Issuance of stock for debt conversion, shares	1,000,000
Exercise of warrants for stock, value	$ 196	175,979			176,175
Exercise of warrants for stock, shares	1,957,500
Share based compensation expense		176,402			176,402
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
Exchange shares issued to consultant for options, value	$ (40)	40
Exchange shares issued to consultant for options, shares	(400,000)
Inducement dividend from warrant exercises		74,400	(74,400)
Cumulative effect of the new lease standard			(7,551)		(7,551)
Net Loss			(2,406,667)		(2,406,667)
Loss attributable to non-controlling interest				(132,216)	(132,216)
Stockholders Equity, Ending balance at Jun. 30, 2019	$ 24,686	$ 94,095,065	$ (87,232,454)	$ 8,723,541	$ 15,610,838
Shares, Outstanding, Ending Balance at Jun. 30, 2019	246,852,769

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Note 1 - Background and Significant Accounting Policies

3 Months Ended

Jun. 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. GB Sciences intends to own all patents and related technologies developed by it and 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. 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.

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. Specifically, 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. The reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company.

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 market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. 

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 138,671,617 and 79,481,521 potentially dilutive common shares at June 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.

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Note 2 - Going Concern

3 Months Ended

Jun. 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 $87,232,454 at June 30, 2019. The Company had a working capital deficit of $4,772,333 at June 30, 2019, compared to $3,245,409 at March 31, 2019. In addition, the Company has consumed cash in its operating activities of $2,631,121 for the three months ended June 30, 2019, compared to $3,495,871 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.

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Noite 3 - Inventory

3 Months Ended

Jun. 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.

	June 30, 2019	March 31, 2019
Raw materials	$ 112,461	$ 284,415
Work-in-process	2,292,409	1,435,054
Finished goods	772,408	417,037
Total inventory	$ 3,177,278	$ 2,136,506

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Note 4 - Lease

3 Months Ended

Jun. 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 three months ended June 30, 2019, finance least costs recorded in the consolidated financial statements were $238,805 of which $133,478 represents interest expense and $105,327 represents amortization of the right-of-use assets. Operating lease costs were $20,781, of which $7,956 represents interest expense and $12,826 represents amortization of the 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 June 30, 2019, are as follows:

	Year Ending March 31,	Finance Leases	Operating Leases
	2020 (9 months)	616,035	55,065
	2021	835,499	75,748
	2022	851,352	75,339
	2023	890,712	38,101
	2024	915,208	3,927
	Thereafter	7,331,562	-
Total undiscounted lease payments		11,440,368	248,180
Less: Amount representing interest		(5,332,465)	(58,636)
Present value of lease payments		6,107,903	189,544
Less: Current maturities of lease obligations		(156,540)	(42,176)
Long-term lease obligations		5,951,363	147,368

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Note 5 - Notes Payable

3 Months Ended

Jun. 30, 2019

Disclosure Text Block [Abstract]

Note 5 - Notes Payable

Note 5 – Notes Payable

Note due to BCM MED, LLC

On December 20, 2018, GB Sciences Louisiana, LLC (“GBSLA") entered into a $300,000 Loan Agreement with BCM MED, LLC (“BCM MED”). BCM MED is a related party to Wellcana Group, LLC, the minority member in GBSLA. The purpose of the financing is to fund operating expenses incurred by or on behalf of medical marijuana operations of GBSLA.

Pursuant to the Loan Agreement, GBSLA will began making eight (8) monthly installment payments in the amount of $33,333 on or before the 10^th business day of each month commencing in April 2019. GBSLA will make the 9^th and final installment payment in the amount of $33,333 on or before the 10^th 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 three months ended June 30, 2019, GBSLA made $100,000 in payments towards the loan and reduced the loan balance to $200,000. The balance is included in short-term notes payable on the Company’s June 30, 2019 unaudited condensed consolidated balance sheet.

Note Payable to 483 Management, LLC

On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% unsecured Promissory Note (“483 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 three months ended June 30, 2019, the Company recorded $85,981 in interest expense related to amortization of the note discount.

As of the date of this report, two monthly payments on the 483 Note totaling $38,889 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 the Company believes it is more likely than not that it will be able to cure the default upon receipt of such notification. 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 $388,889 and impose a penalty interest rate of 10%, but must notify the Company in writing should it choose to do so.

Summary of Notes Payable

As of June 30, 2019, the following notes payable were recorded in the Company’s consolidated balance sheet:

	As of June 30, 2019
Short-Term Notes Payable	Face Value	Discount	Carrying Value
6% Convertible promissory notes payable (Note 5)	$ 1,257,000	$ (463,091)	$ 793,909
8% Convertible Secured Promissory Note dated February 28, 2019 (Note 5)	1,330,000	(126,053)	1,203,947
8% Convertible Promissory Note dated April 23, 2019 (Note 5)	2,765,000	(367,312)	2,397,688
0% Note Payable dated October 23, 2017, current portion	272,222	(54,670)	217,552
0% Note Payable dated December 20, 2018	200,000	-	200,000
Total Short-Term Notes Payable	$ 5,824,222	$ (1,011,127)	$ 4,813,096
Long-Term Notes Payable
0% Note Payable dated October 23, 2017	$ 116,667	$ (6,607)	$ 110,059
Total Long-Term Notes Payable	$ 116,667	$ (6,607)	$ 110,059

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Note 6 - Convertible Notes

3 Months Ended

Jun. 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 June 30, 2019, convertible notes having a carrying value of $793,909, net of unamortized discount of $463,091 remained outstanding from the March 2017 and July 2017 note offerings, and accrued interest on the notes was $140,361. Interest expense for the three months ended June 30, 2019, was $120,641, of which $101,838 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 three months ended June 30, 2019, the Company recorded accrued interest on the CSW Note of $28,688 and recorded an additional $25,857 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.

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 (see Note 11).

The Company evaluated the modification under the guidance in ASC 470-50 and determined that the terms of the amended note qualify as “substantially different” from the original CSW Note because the change in the fair value of the conversion feature was greater than 10% of the carrying value of the CSW Note on the amendment date. Accordingly, the Company will record an extinguishment of the CSW Note and we anticipate recording a loss on extinguishment of $294,158 in the quarter ended September 30, 2019.

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 three months ended June 30, 2019, interest expense related to the note was $113,292, of which $72,688 was amortization of the note discount.

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Note 7 - Capital Transactions

3 Months Ended

Jun. 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. 

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.

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. As a result of the price reduction, the Company received notice of the exercise of 1,957,500 warrants and received proceeds of $176,175, net of brokerage fees of $19,575. In connection with the induced exercise of the warrants, the Company recorded an inducement dividend of $74,400.

Stock Issued in Private Placement

The Company issued 35,878,302 shares of its common stock in private placements:

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 three months ended June 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 three months ended June 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 June 30, 2019.

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Note 8 - Commitments and Contingencies

3 Months Ended

Jun. 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 will be accrued and paid as the sales are made. The Company’s first sales in Louisiana were made on August 6, 2019.

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 June 30, 2019, GB Sciences has made payments totaling $1,600,000 toward its obligations under the agreement. For the three months ended June 30, 2019, the Company recorded $225,000 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 three months ended June 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 2 million shares due under the agreement. This amount is accrued in accounts payable as of June 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 Company received a notice on July 15, 2019, that the government agency determined to return the cash to the Company. Accordingly, we anticipate receiving the $200,000 payment and will record it as other income when received.

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.

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Note 9 - Related Party Transactions

3 Months Ended

Jun. 30, 2019

Disclosure Text Block [Abstract]

Note 9 - Related Party Transactions

Note 9 – Related Party Transactions

During the three months ended June 30, 2019, the Company made payments totaling $100,000 on the 0% Note Payable to BCM MED, LLC. BCM MED, LLC shares common ownership with Wellcana Group, LLC, the minority member in GB Sciences Louisiana, LLC.

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Note 10 - Non-Controlling Interest

3 Months Ended

Jun. 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 GBSLA 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 GBSLA 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.

The Company maintains a majority interest in GBLA and continues to exercise control over the management and operations of GBLA. Accordingly, GBLA is consolidated in the Company’s condensed consolidated financial statements for the three months ended June 30, 2019. The net loss attributable to the non-controlling interest in GBLA was $132,216 for the three months ended June 30, 2019.

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Note 11 - Subsequent Events

3 Months Ended

Jun. 30, 2019

Disclosure Text Block [Abstract]

Note 11 - Subsequent Events

Note 11 – Subsequent Events

Capital Transactions

Subsequent to June 30, 2019, the Company issued 6,030,000 shares of its common stock as the result of the following transactions:

· 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. Subsequent to June 30, 2019, the Company has received notice of the exercise of 5,030,000 warrants and received proceeds of $452,700, net of brokerage fees of $50,300. In connection with the induced exercise of the warrants, the Company anticipates recording an inducement dividend.

· On August 1, 2019, the Company received notice of the conversion of $110,000 of the principal balance of its outstanding 8% Senior Secured Convertible Promissory Note payable to CSW Ventures, L.P. at $0.11 per share and issued 1,000,000 shares of common stock.

Amendment to 8% Senior Secured Convertible Promissory Note dated February 12, 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 (See Note 6).

The Company evaluated the modification under the guidance in ASC 470-50 and determined that the terms of the amended note qualify as “substantially different” from the original CSW Note because the change in the fair value of the conversion feature was greater than 10% of the carrying value of the CSW Note on the amendment date. Accordingly, the Company will record an extinguishment of the CSW Note and we anticipate recording a loss on extinguishment of $294,158 in the quarter ended September 30, 2019.

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Note 1 - Background and Significant Accounting Policies (Policies)

3 Months Ended

Jun. 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. Specifically, 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. The reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company.

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 market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use.

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 138,671,617 and 79,481,521 potentially dilutive common shares at June 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.

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Noite 3 - Inventory (Tables)

3 Months Ended

Jun. 30, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

	June 30, 2019	March 31, 2019
Raw materials	$ 112,461	$ 284,415
Work-in-process	2,292,409	1,435,054
Finished goods	772,408	417,037
Total inventory	$ 3,177,278	$ 2,136,506

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Note 4 - Lease (Tables)

3 Months Ended

Jun. 30, 2019

Table Text Block Supplement [Abstract]

Schedule of Future Minimum Lease Payments for Capital Leases

Amortization of lease assets is included in general and administrative expenses. The future minimum lease payments of lease liabilities as of June 30, 2019, are as follows:

	Year Ending March 31,	Finance Leases	Operating Leases
	2020 (9 months)	616,035	55,065
	2021	835,499	75,748
	2022	851,352	75,339
	2023	890,712	38,101
	2024	915,208	3,927
	Thereafter	7,331,562	-
Total undiscounted lease payments		11,440,368	248,180
Less: Amount representing interest		(5,332,465)	(58,636)
Present value of lease payments		6,107,903	189,544
Less: Current maturities of lease obligations		(156,540)	(42,176)
Long-term lease obligations		5,951,363	147,368

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Note 5 - Notes Payable (Tables)

3 Months Ended

Jun. 30, 2019

Table Text Block Supplement [Abstract]

Schedule of Note Payable

As of June 30, 2019, the following notes payable were recorded in the Company’s consolidated balance sheet:

	As of June 30, 2019
Short-Term Notes Payable	Face Value	Discount	Carrying Value
6% Convertible promissory notes payable (Note 5)	$ 1,257,000	$ (463,091)	$ 793,909
8% Convertible Secured Promissory Note dated February 28, 2019 (Note 5)	1,330,000	(126,053)	1,203,947
8% Convertible Promissory Note dated April 23, 2019 (Note 5)	2,765,000	(367,312)	2,397,688
0% Note Payable dated October 23, 2017, current portion	272,222	(54,670)	217,552
0% Note Payable dated December 20, 2018	200,000	-	200,000
Total Short-Term Notes Payable	$ 5,824,222	$ (1,011,127)	$ 4,813,096
Long-Term Notes Payable
0% Note Payable dated October 23, 2017	$ 116,667	$ (6,607)	$ 110,059
Total Long-Term Notes Payable	$ 116,667	$ (6,607)	$ 110,059

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Note 1 - Background and Significant Accounting Policies: Loss Per Share (Details) - shares	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Text Block [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	138,671,617	79,481,521

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Note 1 - Background and Significant Accounting Policies: Recent Accounting Pronouncements (Details) - USD ($)	Jun. 30, 2019	Apr. 02, 2019	Mar. 31, 2019
Text Block [Abstract]
Right of asset	$ 178,198	$ 182,624	$ 0
Operating Lease liability	$ 189,544	$ 190,173

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Note 2 - Going Concern (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Text Block [Abstract]
Accumulated Deficit	$ (87,232,454)		$ (84,743,836)
Working capital deficit	(4,772,333)		$ (3,245,409)
Net cash used in operating activities	$ (2,631,121)	$ (3,309,129)

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Noite 3 - Inventory: Schedule of inventory (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 112,461	$ 284,415
Work-in-process	2,292,409	1,435,054
Finished goods	772,408	417,037
Total inventory	$ 3,177,278	$ 2,136,506

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Note 4 - Lease (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Apr. 02, 2019	Mar. 31, 2019
ROU assets	$ 178,198	$ 182,624	$ 0
Operating Lease liability	$ 189,544	$ 190,173
Operating Lease Discount Rate	17.00%
Finance lease costs	$ 238,805
Interest expense	133,478
Amortization of Finance Lease right-of-use assets	105,327
Operating lease costs	20,781
Interest expense	7,956
Amortization of operating lease right-of-use assets	$ 12,826
Minimum
Capital lease discount	10.20%
Maximum
Capital lease discount	11.50%

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Note 4 - Lease: Future Minimum Lease Payments for Capital Leases (Details) - USD ($)	Jun. 30, 2019	Apr. 02, 2019	Mar. 31, 2019
Summary of obligations under Finance leases
2020 (9 months)	$ 616,035
2021	835,499
2022	851,352
2023	890,712
2024	915,208
Thereafter	7,331,562
Total undiscounted lease payments	11,440,368
Less: Amounts representing interest	(5,332,465)
Total finance lease liabilities	6,107,903
Less: Current maturities of lease obligations	(156,540)		$ (116,722)
Long-term lease obligations	5,951,363		5,994,051
Summary of minimum obligations under operating lease agreements
2020 (9 months)	55,065
2021	75,748
2022	75,339
2023	38,101
2024	3,927
Thereafter	0
Total undiscounted lease payments	248,180
Less: Amounts representing interest	(58,636)
Total undiscounted lease payments	189,544	$ 190,173
Less: Current maturities of lease obligations	(42,176)		0
Long-term lease obligations	$ 147,368		$ 0

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Note 5 - Notes Payable (Details) - USD ($)	1 Months Ended		3 Months Ended
	Dec. 20, 2018	Oct. 23, 2018	Jun. 30, 2019	Jun. 30, 2018
Interest expenses			$ 500,410	$ 1,720,182
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 three months ended June 30, 2019, GBSLA made $100,000 in payments towards the loan and reduced the loan balance to $200,000. The balance is included in short-term notes payable on the Company’s June 30, 2019 unaudited condensed consolidated balance sheet.
483 Management
Long-term Debt, Gross			521,067
Promissory note description		On October 23, 2017, the Company amended the existing Nevada Medical Marijuana Production License Agreement (“Amended Production License Agreement”). Per the terms of the Amended Production License Agreement, GB Sciences purchased the remaining percentage of the production license resulting in the 100% ownership of the license. GB Sciences also received 100% ownership of the cultivation license included in the original Nevada Medical Marijuana Production License Agreement. In exchange, GB Sciences made one-time payment of $500,000 and issued a 0% unsecured Promissory Note (“483 Note”) in the amount of $700,000 payable in equal monthly payments over a three-year period commencing on January 1, 2018.
Interest expenses			$ 85,981
Imputed interest rate			20.30%
Discount on notes payable			$ 178,933
Accrued debt			38,889
Other note payable			$ 388,889

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Note 5 - Notes Payable: Schedule of Debt (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019	Dec. 20, 2018
Total Short-Term Notes Payable	$ 4,813,096	$ 2,529,811
Debt Instrument, Unamortized Discount, Noncurrent	(6,607)	(13,929)
Total Long-Term Notes Payable	110,059	$ 161,072
483 Management
Debt Instrument, Unamortized Discount	(178,933)
BCM Med
Debt Instrument, Face Amount			$ 300,000
Short-term Debt {1}
Debt Instrument, Face Amount	5,824,222
Debt Instrument, Unamortized Discount	(1,011,127)
Total Short-Term Notes Payable	4,813,096
Short-term Debt {1} | 483 Management
Debt Instrument, Face Amount	272,222
Debt Instrument, Unamortized Discount	(54,670)
Total Short-Term Notes Payable	217,552
Short-term Debt {1} | BCM Med
Debt Instrument, Face Amount	200,000
Debt Instrument, Unamortized Discount	0
Total Short-Term Notes Payable	200,000
Long-term Debt {1}
Debt Instrument, Face Amount	116,667
Debt Instrument, Unamortized Discount, Noncurrent	(6,607)
Total Long-Term Notes Payable	110,059
Long-term Debt {1} | 483 Management
Debt Instrument, Face Amount	116,667
Debt Instrument, Unamortized Discount, Noncurrent	(6,607)
Total Long-Term Notes Payable	110,059
Convertible Notes Payable To Various Investors
Debt Instrument, Face Amount	1,257,000
Debt Instrument, Unamortized Discount	(463,091)
Total Short-Term Notes Payable	793,909
Convertible Secured Promissory Note
Debt Instrument, Face Amount	1,330,000
Debt Instrument, Unamortized Discount	(126,053)
Total Short-Term Notes Payable	1,203,947
Convertible Promissory Note
Debt Instrument, Face Amount	2,765,000
Debt Instrument, Unamortized Discount	(367,312)
Total Short-Term Notes Payable	$ 2,397,688

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Note 6 - Convertible Notes (Details)			1 Months Ended				3 Months Ended							6 Months Ended
	Aug. 01, 2019 USD ($) $ / shares shares	Jul. 12, 2019 USD ($) $ / shares	May 28, 2019 USD ($) $ / shares shares	Feb. 28, 2019 USD ($) Integer $ / shares	Jul. 31, 2017	Mar. 31, 2017 USD ($) Integer $ / shares shares	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Jun. 30, 2018 USD ($) shares	Dec. 31, 2017 USD ($) Integer $ / shares shares	Sep. 30, 2017 USD ($) Integer $ / shares shares	Jun. 30, 2017 USD ($) Integer $ / shares shares	Jun. 30, 2019 USD ($) $ / shares	Apr. 23, 2019 USD ($) $ / shares
Private Placement Terms					In July, 2017, the Company entered into a Placement Agent’s Agreement with a third-party brokerage firm to offer units consisting of a $1,000 6% promissory note convertible into 4,000 shares of the Company’s common stock at $0.25 per share and 4,000 warrants to purchase shares of the Company’s’ common stock at an exercise price of $0.65 per share for the period of three years.
Common stock price per share | $ / shares								$ 0.20						$ 0.20
Accrued interest								$ 228,831	$ 142,112					$ 228,831
Interest expense								500,410		$ 1,720,182
Amortization of Debt Discount								200,382		423,562
Stock Issued During Period, Value, Conversion of Convertible Securities								170,000		1,344,949
Common Stock
Stock Issued During Period, Value, Conversion of Convertible Securities								$ 100		$ 538
Stock Issued During Period, Share, Conversion of Convertible Securities | shares								1,000,000		5,379,798
Convertible Secured Promissory Note
Debt Instrument, Face Amount								$ 1,330,000						1,330,000
Debt Instrument, Unamortized Discount								126,053						126,053
Convertible Secured Promissory Note | CSW Ventures
Debt Instrument, Face Amount			$ 1,330,000
Debt Instrument, Unamortized Discount			17,225
Decrease in convertible notes payable			152,775
Stock Issued During Period, Value, Conversion of Convertible Securities			$ 170,000
Stock Issued During Period, Share, Conversion of Convertible Securities | shares			1,000,000
Conversion price | $ / shares			$ 0.17
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								28,688						28,688
Interest expense								25,857
Short Term Promissory Note 1
Debt Instrument, Face Amount						$ 965,500					$ 4,116,000	$ 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	4,138,000
Class of Warrant, Exercise Price | $ / shares						$ 0.60					$ 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								140,361						140,361
Interest expense									120,641
Debt Instrument Carrying Amount								793,909						793,909
Debt Instrument, Unamortized Discount								463,091						463,091
Amortization of Debt Discount									$ 101,838
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								367,312						367,312
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														113,292
Debt Instrument, Unamortized Discount								265,000						265,000	$ 265,000
Amortization of Debt Discount														72,688
Discount								$ 440,000						440,000
Brokers fees														$ 175,000
Subsequent Event | Convertible Secured Promissory Note | CSW Ventures
Accrued interest		$ 41,863
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 110,000
Stock Issued During Period, Share, Conversion of Convertible Securities | shares	1,000,000
Conversion price | $ / shares	$ 0.11	$ 0.11
Advance from related party		$ 100,000
Loss on extinguishment							$ 294,158
Maturity date							Apr. 22, 2020

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Note 7 - Capital Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended
	May 28, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 04, 2018
Common Stock, Shares Authorized		400,000,000	400,000,000
Common stock issued in connection with exercise of warrants		325,125
Dividend		$ 74,400
Share Price		$ 0.20
Convertible Promissory Note
Debt Instrument, Face Amount		$ 2,765,000
Convertible Promissory Note | CSW Ventures
Debt Instrument, Face Amount	$ 170,000
Carrying Amount	$ 152,775
Conversion price	$ 0.17
Common Stock
Exercise of warrants for stock, shares		12,657,875
Common stock issued		1,957,500
Proceeds from common stock issued		$ 176,175
Issuance of stock for cash, shares		3,668,167
Common Stock | Convertible Promissory Note
Debt Conversion, Converted Instrument, Shares Issued	1,000,000
Interest expense	$ 17,225
Warrant
Warrants issued to investors		75,000,000
Brokers fees		$ 19,575
Warrant | Minimum
Exercise price of warrants		$ 0.30
Warrant | Maximum
Exercise price of warrants		$ 0.65
Private placement
Brokers fees		$ 71,529
Issuance of stock for cash, shares		35,878,302
Share Price				$ 0.60
Private placements description		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.
Proceeds from private placement		$ 478,696
Private placement | Minimum
Exercise price of warrants		$ 0.30
Private placement | Maximum
Exercise price of warrants		$ 0.60
Private placement | Common Stock
Shares issued		3,668,167
Private placement | Warrant
Shares issued		3,668,167
Consultant
Cancellation of Shares		400,000

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Note 8 - Commitments and Contingencies (Details) - USD ($)		3 Months Ended	12 Months Ended
	Jun. 06, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018
Share Price		$ 0.20
Other income		$ 200,000
Other fees			$ 200,000
SylvaCap Media | Warrant
Share Price		$ 0.1125
Number of warrants purchased		2,000,000
Value of warrants		$ 244,000
Warrants expense		81,333
Monthly consuting fee		$ 10,000
Number of restricted common stock issued		4,000,000
LSU AgCenter | Annual Research Investments
Other Commitment		$ 1,600,000		$ 500,000
Research and Development Expense		500,000
Expenses		225,000
LSU AgCenter | Minimum Financial Contribution
Other Commitment		$ 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

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Note 9 - Related Party Transactions (Details)	3 Months Ended
	Jun. 30, 2018 USD ($)
BCM Med
Related Party Transaction, Amounts of Transaction	$ 100,000

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Note 10 - Non-Controlling Interest (Details) - USD ($)		1 Months Ended	3 Months Ended
	Feb. 12, 2019	May 23, 2019	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Membership interest			$ 8,723,541		$ 8,855,757
Net loss attributable to non-controlling interest			$ (132,216)	$ (184,144)
Wellcana | Operating Agreement
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%

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Note 11 - Subsequent Events (Details) - USD ($)				1 Months Ended	3 Months Ended
	Aug. 01, 2019	Jul. 12, 2019	Jul. 01, 2019	May 28, 2019	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Stock Issued During Period, Value, Conversion of Convertible Securities					$ 170,000	$ 1,344,949
Accrued interest					228,831		$ 142,112
Convertible Secured Promissory Note | CSW Ventures
Stock Issued During Period, Value, Conversion of Convertible Securities				$ 170,000
Stock Issued During Period, Share, Conversion of Convertible Securities				1,000,000
Conversion price				$ 0.17
Private placement
Brokers fees					71,529
Proceeds from private placement					$ 478,696
Private placement | Minimum
Exercise price of warrants					$ 0.30
Private placement | Maximum
Exercise price of warrants					$ 0.60
Warrant
Brokers fees					$ 19,575
Warrants issued to investors					75,000,000
Warrant | Minimum
Exercise price of warrants					$ 0.30
Warrant | Maximum
Exercise price of warrants					$ 0.65
Warrant | Private placement
Shares issued					3,668,167
Subsequent Event
Shares issued during the period			6,030,000
Subsequent Event | Convertible Secured Promissory Note | CSW Ventures
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 110,000
Stock Issued During Period, Share, Conversion of Convertible Securities	1,000,000
Conversion price	$ 0.11	$ 0.11
Accrued interest		$ 41,863
Advance from related party		$ 100,000
Subsequent Event | Investors | Private placement
Brokers fees			$ 50,300
Proceeds from private placement			$ 452,700
Subsequent Event | Investors | Private placement | Minimum
Exercise price of warrants			$ 0.30
Subsequent Event | Investors | Private placement | Maximum
Exercise price of warrants			$ 0.65
Subsequent Event | Warrant
Shares issued			5,030,000
Warrants issued to investors			70,500,000