10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K/A

(Amendment No.1)

__________________________

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2017

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 000-55462

GB SCIENCES, INC.

(Exact name of registrant as specified in its charter)

____________________

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

___________________________

3550 W. Teco Avenue

Las Vegas, Nevada 89118

Phone: (866) 721-0297

(Address and telephone number of

principal executive offices)

___________________________

Securities registered under Section 12 (b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock $.0001 Par Value

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨  No  þ     

Indicate by check mark whether the 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.     Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 

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  ¨	Smaller reporting company   þ

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

The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, that being September 30, 2016, was approximately $36 million.

The shares outstanding on July 7, 2017 were 127,667,908. 

Documents Incorporated by Reference

None

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report of Growblox Sciences, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission on July 12, 2017 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-K other than the principal accounting officer and a majority of the members of the board of directors have signed this amendment and by so doing confirm their approval of the original filing and by this amendment place their signatures on the original filing. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.

 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 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.

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Exhibits 

No.	Description
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)
10.1	2005 Restricted Stock Plan (Incorporated by reference to Annex A to Schedule 14A No. 333-82580 filed with the Commission on June 14, 2005)
10.2	2007 Restricted Stock Plan (Incorporated by reference to Exhibit 4.2 to Form S-8/POS No. 333-141467 filed with the Commission on February 8, 2008)
10.3	Amended Employment Agreement between Registrant and Craig Ellins dated June 19, 2014 (Incorporated by reference to Exhibit 10.3 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014)
10.4	Amended Employment Agreement between Registrant and Craig Ellins dated June 22, 2015 (Incorporated by reference to Exhibit 10.3 to Form 10-K No. 000-55462 filed with the Commission on June 29, 2015)
10.5	Amended Employment Agreement between Registrant and Andrea Small-Howard dated June 19, 2014 (Incorporated by reference to Exhibit 10.5 to Form 10-K No. 333-82580 filed with the Commission on June 27, 2014)
10.6	Employment Agreement between Registrant and John Poss dated August 10, 2015 (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015)
10.7	Operating Agreement of GB Sciences Nevada LLC (Incorporated by reference to Exhibit 10.4 to Form S-1/A No. 333-82580 filed with the Commission on October 6, 2014)
10.8	Asset Assignment, Acquisition and Professional Association Agreement with Craig Ellins (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on March 19, 2014)
10.9	2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to Form S-1/A No. 333-198967 filed with the Commission on December 23, 2014)
10.10	Commercialization Agreement with Growblox Sciences Puerto Rico LLC (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on May 7, 2015)
10.11	Operating Agreement of Growblox Sciences Puerto Rico LLC (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 333-82580 filed with the Commission on May 7, 2015)
10.12	Note Purchase Agreement between Growblox Sciences, Inc. and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015)
10.13	$1,750,000 6% senior secured convertible note issued to Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015)
10.14	Security Agreement between GB Sciences Nevada LLC and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.3 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015)
10.15	Royalty Agreement between Growblox Sciences, Inc. and Pacific Leaf Ventures LP (Incorporated by reference to Exhibit 10.4 to Form 8-K No. 333-82580 filed with the Commission on June 15, 2015)
10.16	Warrant to purchase 5,000,000 shares of common stock issued to Craig Ellins (Incorporated by reference to Exhibit 10.8 to Form 10-K No. 000-55462 filed with the Commission on June 29, 2015)
10.17	Employment Agreement between Registrant and Sandra Tiffany dated August 14, 2015 (Incorporated by reference to Exhibit 10.2 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015)

10.18	Separation Agreement dated August 17, 2015 between GBS Sciences Nevada, LLC and GBS Nevada Partners, LLC (Incorporated by reference to Exhibit 10.3 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015)
10.19	Medical Marijuana Establishment Management Agreement (Incorporated by reference to Exhibit 10.4 to Form 10-Q No. 000-55462 filed with the Commission on November 18, 2015)
10.20	Pacific Leaf Ventures LP Amended and Restated 6% Senior Secured Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016)
10.21	Pacific Leaf Ventures LP Amended and Restated Royalty Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016)
10.22	Pacific Leaf Ventures LP Omnibus Amendment and Waiver (Incorporated by reference to Exhibit 10.3 to Form 8-K No. 000-55462 filed with the Commission on February 12, 2016)
10.23	Amended Employment Agreement between Registrant and John Poss dated June 1, 2016 (Incorporated by reference to Exhibit 10.23 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016)
10.24	Amended Employment Agreement between Registrant and Andrea Small-Howard dated June 1, 2016 (Incorporated by reference to Exhibit 10.24 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016)
10.25	Audit Committee Charter (Incorporated by reference to Exhibit 10.25 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016)
10.26	Compensation Committee Charter (Incorporated by reference to Exhibit 10.26 to Form 10-K No. 333-82580 filed with the Commission on July 14, 2016)
10.27	Pacific Leaf Ventures LP Second Omnibus Amendment and Waiver (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on August 15, 2016)
10.28	Amended Employment Agreement between Registrant and Ksenia Griswold dated October 7, 2016 (Incorporated by reference to Exhibit 10.1 to Form 10-Q No. 000-55462 filed with the Commission on November 14, 2016)
14.1	Code of Ethics (Incorporated by reference to Exhibit 14.1 to Form 10-KSB No. 333-82580 filed with the Commission on June 22, 2004)
21.1	List of Subsidiaries
23.1	Consent of Independent Public Accounting Firm
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1	18 U.S.C. Section 1350 Certification
101	XBRL Instant Documents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Las Vegas, NV on July 14, 2017.

GB Sciences, Inc.
By:	/S/  John Poss
Name:	John Poss
Title:	Chief Executive Officer, Principle Accounting Officer, and Director.
By:	/S/  Andrea Small-Howard
Name:	Andrea Small-Howard
Title:	Director

XML

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2017	Jul. 07, 2017	Sep. 30, 2016
Details
Registrant Name	GB SCIENCES INC
Registrant CIK	0001165320
SEC Form	10-K
Period End date	Mar. 31, 2017
Fiscal Year End	--03-31
Trading Symbol	gblx
Tax Identification Number (TIN)	593733133
Number of common stock shares outstanding	127,667,908	127,667,908
Public Float			$ 36,000,000
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Contained File Information, File Number	000-55462
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	3550 W. Teco Avenue
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	Nevada
Entity Address, Postal Zip Code	89118
City Area Code	866
Local Phone Number	721-0297

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CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Mar. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 2,692,953	$ 34,824
Accounts receivable	0	67,862
Inventory	89,037	0
Prepaid expenses	166,378	104,851
TOTAL CURRENT ASSETS	2,948,368	207,537
Property and Equipment, Net	8,642,677	1,953,048
Deposits and Prepayments	1,203,305	271,455
Other Assets	212,529	3,555
TOTAL ASSETS	13,006,879	2,435,595
CURRENT LIABILITIES:
Accounts Payable	176,152	902,123
Accrued Interest	48,969	61,786
Accrued Liabilities	447,710	834,348
Notes Payable, net of unamortized discount of $1 million and $0.4 million at March 31, 2017 and March 31, 2016, respectively	2,734	463,532
TOTAL CURRENT LIABILITIES	675,565	2,261,789
Note Payable	155,312	2,148,556
Capital Lease Obligations	3,771,321	0
TOTAL LIABILITIES	4,602,198	4,410,345
STOCKHOLDERS' (DEFICIT)/ EQUITY:
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 124,406,818 and 47,335,147 shares issued and outstanding at March 31, 2017 and March 31, 2016, respectively	12,441	4,733
Deferred Stock Compensation	2,332,328	2,240,662
Additional Paid In Capital	41,237,536	16,638,318
Accumulated Deficit	(35,255,045)	(20,779,860)
TOTAL GROWBLOX SCIENCES, INC. STOCKHOLDERS' (DEFICIT)/EQUITY	8,327,260	(1,896,147)
Non-controlling interest	77,421	(78,603)
TOTAL (DEFICIT)/EQUITY	8,404,681	(1,974,750)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY	$ 13,006,879	$ 2,435,595

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Mar. 31, 2017	Mar. 31, 2016
Details
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	124,406,818	47,335,147
Common Stock, Shares, Outstanding	124,406,818	47,335,147

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
NET REVENUE	$ 0	$ 0
GENERAL AND ADMINISTRATIVE EXPENSES	8,933,111	6,958,769
LOSS FROM OPERATIONS	(8,933,111)	(6,958,769)
OTHER INCOME (EXPENSE)
Interest Expense	(901,134)	(105,204)
Other Income/(Expense)	(248,858)	(15,005)
Total other expense	(1,149,992)	(120,209)
NET LOSS	(10,083,103)	(7,078,978)
Net income/(loss) attributable to non-controlling interest	(173,273)	(307,643)
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	$ (9,909,830)	$ (6,771,335)
Net loss per share - basic and diluted	$ (0.13)	$ (0.15)
Weighted average common shares outstanding - basic and diluted	79,002,685	44,911,521

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Total
Shares, Outstanding	35,972,929
Stockholders Equity, beginning balance at Mar. 31, 2015	$ 3,597	$ 12,324,723	$ (14,008,525)	$ (250,960)	$ (1,931,165)
Shares, Outstanding	35,972,929
Issuance of stock for debt conversion, value	$ 222	939,132	0	0	$ 939,354
Issuance of stock for debt conversion, shares	2,219,750				2,219,750
Exercise of warrants for stock, value	$ 912	1,505,495	0	0	$ 1,506,407
Exercise of warrants for stock, shares	9,119,135
Issuance of restricted stock, value	$ 188	206,310	0	0	206,499
Issuance of restricted stock, shares	1,882,400
Exercises of stock options, value	$ 10	16,990	0	0	$ 17,000
Exercises of stock options, shares	100,000				(100,000)
Share based compensation expense	$ 0	3,645,079	0	0	$ 3,645,079
Cancelation of restricted stock, value	$ (229)	(257,165)	0	0	(257,394)
Cancelation of restricted stock, shares	(2,292,400)
Issuance of stock for cash, value	$ 33	99,967	0	0	100,000
Issuance of stock for cash, shares	333,333
Beneficial conversion feature on notes payable		398,449	0	0	398,449
Contributions from non-controlling interest	$ 0	0	0	480,000	480,000
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	0	0	(6,771,335)		(6,771,335)
Net income/(loss) attributable to non-controlling interest	0	0	0	(307,643)	(307,643)
Stockholders Equity, ending balance at Mar. 31, 2016	$ 4,733	18,878,818	(20,779,860)	(78,603)	(1,974,750)
Shares, Outstanding, Beginning Balance at Mar. 31, 2015	35,972,929
Net Loss	$ 0	0	(6,771,335)		(6,771,335)
Loss attributable to non-controlling interest	$ 0	0	0	(307,643)	(307,643)
Shares, Outstanding, Ending Balance at Mar. 31, 2016	47,335,147
Shares, Outstanding	47,335,147
Shares, Outstanding	47,335,147
Issuance of stock for debt conversion, value	$ 1,576	3,688,319	0	0	3,689,895
Issuance of stock for debt conversion, shares	15,760,165
Exercise of warrants for stock, value	$ 2,561	5,118,673	0	0	$ 5,121,234
Exercise of warrants for stock, shares	25,606,171
Exercises of stock options, shares					0
Share based compensation expense	0	1,574,145	0	0	$ 1,574,145
Issuance of stock for cash, value	$ 2,987	4,623,084	0	0	$ 4,626,071
Issuance of stock for cash, shares	29,872,500				29,872,500
Beneficial conversion feature on notes payable	$ 0	1,315,500	0	0	$ 1,315,500
Contributions from non-controlling interest	0	0	0	329,296	329,296
Issuance of stock for services, value	$ 92	464,396	0	0	464,488
Issuance of stock for services, shares	916,300
Issuance of common stock to settle payables, value	$ 199	640,763	0	0	$ 640,962
Issuance of common stock to settle payables, shares	1,991,943				1,600,000
Induced Dividend from warrant exercises	$ 0	4,565,353	(4,565,353)	0	$ 0
Stock issued to settle legal obligations.value	160	410,840	0	0	411,000
Stock issued to settle legal obligations, shares	1,600,000
Stock issued for modification of notes payable, value	100	359,900	0	0	360,000
Stock issued for modification of notes payable, shares	1,000,000
Stock issued to employees, value	$ 27	85,853	0	0	85,880
Stock issued to employees, shares	266,345
Compensation Warrants, value	$ 6	19,247	0	0	19,253
Compensation Warrants, shares	58,247
Issuance of warrants	$ 0	1,824,973	0	0	1,824,973
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	0	0	(9,909,830)	0	(9,909,830)
Net income/(loss) attributable to non-controlling interest	0	0	0	(173,272)	(173,273)
Stockholders Equity, ending balance at Mar. 31, 2017	12,441	43,569,864	(35,255,043)	77,421	8,404,681
Net Loss	0	0	(9,909,830)	0	(9,909,830)
Loss attributable to non-controlling interest	$ 0	$ 0	$ 0	$ (173,272)	$ (173,273)
Shares, Outstanding, Ending Balance at Mar. 31, 2017	124,406,818
Shares, Outstanding	124,406,818

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
NET LOSS	$ (10,083,103)	$ (7,078,978)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	415,979	177,122
Stock-based compensation	4,328,497	1,828,616
Amortization of debt discount and beneficial conversion feature	530,484	43,122
Loss on debt conversion	248,858	0
Loss on disposal	5,572	0
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(82,702)	67,660
Accounts payable	61,906	641,379
Accrued expenses	105,514	757,071
Net cash used in operating activities	(4,468,995)	(3,564,008)
INVESTING ACTIVITIES:
Purchase of property and equipment	(3,052,270)	(881,595)
Change in deposits	(1,144,053)	22,465
Net cash used in investing activities	(4,196,323)	(859,130)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants	9,749,465	1,479,688
Proceeds from non-controlling interest	329,134	480,000
Proceeds from convertible notes	1,620,305	2,204,872
Payments to Acquire Long-term Investments	(375,457)	0
Cash used to purchase warrants	0	(56,000)
Other financing activities	0	349,402
Net cash provided by financing activities	11,323,447	4,457,962
Net change in cash and cash equivalent	2,658,129	34,824
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD	34,824	0
CASH AND CASH EQUIVALENT AT END OF PERIOD	2,692,953	34,824
Non-cash transactions:
Stock issued to settle payables	590,777	377,735
Stock issued to upon conversion of long-term note payable	3,688,319	0
Stock issued to settle legal obligations	460,840	0
Capital lease obligation	3,900,000	0
Stock and warrants issued upon amendment of long-term note payable	875,663	0
Induced dividend from warrant exercises	$ 4,565,192	$ 0

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Note 1 - Background and Basis of Presentation

12 Months Ended

Mar. 31, 2017

Notes

Note 1 - Background and Basis of Presentation

Note 1 - Background and Basis of Presentation

Background

The Company seeks to be an innovative technology and solution company that converts the cannabis plant into medicines, therapies and treatments for a variety of ailments. The Company is developing and utilizing state of the art technologies in plant biology, cultivation and extraction techniques, combined with biotechnology, and plans to produce consistent and measurable medical-grade cannabis, cannabis concentrates and cannabinoid therapies.

We were incorporated in the State of Delaware on April 4, 2001, under the name “Flagstick Venture, Inc.” On March 28, 2008, stockholders owning a majority of our outstanding common stock approved changing our then name “Signature Exploration and Production Corp.” as our business model had changed.

On March 13, 2014, we entered into a definitive assets purchase agreement for the acquisition of assets, including the Growblox cultivation technology which resulted in a change in our corporate name on April 4, 2014, from Signature Exploration and Production Corporation to Growblox Sciences, Inc.

Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval as reported in the Form 8-K filed on October 14, 2016.  Pursuant to the amendment the Company’s name was changed from Growblox Sciences, Inc. to GB Sciences, Inc. 

Recent Developments

The Company is cultivating cannabis using innovative, but conventional methods in its wholly owned subsidiary, GB Sciences Nevada, LLC (“GBSN”). On January 4, 2017, GBSN received a State Registration Certificate (“Certificate”) for its 28,000-sq. ft. cannabis cultivation facility located in Las Vegas, NV. The receipt of the Certificate allows the Company to cultivate medical cannabis. Phase 1 of the GBSN cultivation facility opened with 200 grow lights. When all phases of construction are completed, the facility is expected to generate revenues approximately of $10 million.  Completion of all Phases of this facility is dependent upon the availability of capital to complete construction. The Company has made completion of all Phases of this facility its number one priority.

On October 4, 2016, we acquired a 60% interest in a Nevada Medical Marijuana Production License with an option of up to 80%.  A production license enables us to convert cannabis plants into to oils and extracts that are suitable for creating medical compounds as well as consumer products. This license is critical and essential to our plan of producing cannabis-based medicines, and must be integrated into our cultivation facility to ensure quality control standards and efficiency in our production of cannabis medicines.

On March 31, 2017, we entered into an agreement with Arizona-based company, Kush Cups, to produce cannabis-infused products in the state of Nevada. Cannabis for production will be grown in our Cultivation Labs facility in Las Vegas, NV. We will distribute cannabis-infused Keurig-compatible K-Cups, hot and cold brew coffees as well as infused teas.

We expect our products to compete well in the marketplace because of the considerable efforts we have made in the plant genetics and tissue culturing of our proprietary strains of cannabis.  And, we are the exclusive Nevada grower of Kyle Kushman's proprietary marijuana strains which have been highly rated top sellers in California.

The current emphasis on near-term cash flow allows us to plan for exploiting the potential of our science assets.  We recently formed Growblox Life Sciences, LLC and have retained Fenwick & West, a Silicon Valley based law firm focusing on life sciences and high technology companies with a nationally top-ranked intellectual property practice, to development strategies for the protection of the Company's intellectual property. On October 11, 2016, we filed the first of several planned patent applications for life science inventions by its wholly-owned subsidiary, Growblox Life Sciences, LLC.  The current provisional patent application covers complex-cannabinoid-containing mixtures capable of enhancing dopamine secretion and protecting neurons from the mitochondria-induced free radical damage that occurs during disease progression in the brains of patients with Parkinson's disease, Alzheimer's disease, Lewy Body Dementia, and Huntington's disease, among others. At this time, the Company plans to seek partners in the pharmaceutical industry or alternatively venture funding to advance these cannabis-based formulations to clinical testing and commercialization.

On December 13, 2016, Growblox Life Sciences, LLC licensed intellectual property from Makai Biotechnology, LLC. The patent underlying the license was issued by the USPTO in July of 2015, and claims therapeutic methods for the treatment of cardiac hypertrophy and associated pathologies through regulation of the cannabinoid receptor, TRPV1. TRPV1 can be regulated therapeutically by plant-based cannabinoids, which creates a plethora of potentially new therapeutic agents for the treatment of cardiac hypertrophy and heart failure. Licensing this TRPV1 patent underscores the Company’s drug discovery commitment to targeting the non-classical cannabinoid receptors, beyond the usual CB1 and CB2 receptors

On February 1, 2017, we filed second patent application for the Treatment of Chronic Arthritis, Crohn's Disease, Inflammatory Bowel Disease, and Asthma; Proprietary Cannabinoid-Containing Complex Mixtures for the Treatment of Inflammatory Disorders. The current provisional patent application covers cannabinoid-containing complex mixtures ("CCCM") capable of preventing and treating a spectrum of inflammatory disorders. The application focuses on the use of CCCM to disrupt the signaling pathways in certain immune cells that lead to the initiation and maintenance of inflammatory responses. Both common and uncommon inflammatory disorders, ranging from chronic arthritis to acute responses to insect stings, are likely to be effectively targeted by this therapeutic approach.

On May 23, 2017, we filed third patent application for the treatment of chronic pain and heart therapies based on myrcene-containing complex mixtures ("MCCM").  The current provisional patent application covers myrcene-containing complex mixtures capable of targeting the non-traditional cannabinoid receptor, TRPV1. Our latest patent application complements the issued TRPV1 patent that GB Sciences licensed from Makai Biotechnology in December of 2016.

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Note 2 - Going Concern

12 Months Ended

Mar. 31, 2017

Notes

Note 2 - Going Concern

Note 2 - Going Concern

The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company has sustained net losses since inception. For the years ended March 31, 2017 and 2016, the Company sustained net losses of approximately $9.9 million and $6.8 million respectively, and had an accumulated deficit of approximately $35.3 million and $20.8 million respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management has been able, thus far, to finance the losses through a public offering, private placements and obtaining operating funds from stockholders. The Company is continuing to seek sources of financing.  There are no assurances that the Company will be successful in achieving its goals.

In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company is unable to continue as a going concern.

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Note 3 - Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2017

Notes

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions and majority owned subsidiaries, reported as a single operating segment, for which we maintain controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability.

Inventory

We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete is based on expected future use..

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred.

Long-Lived Assets

Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. 

Beneficial Conversion Feature of Convertible Notes Payable

The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options 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 note 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.

Other Assets

Other assets primarily include security deposits on potential cultivation facilities in Las Vegas, Nevada and a deposit to Louisiana State University (“LSU”) AgCenter related to our application for the LSU’s medical marijuana program.

Revenue Recognition

Revenue will be recognized when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue will be recorded net of discount, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipment (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonable assured as the majority of sales are paid for prior to shipping.

Research and Development Costs

Research and development costs are expensed as incurred.

Equity-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

Loss per Share. The Company’s basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company has 39,882,413 and 27,558,334 potentially dilutive common shares at March 31, 2017 and 2016, 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

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Note 4 - Capital Lease

12 Months Ended

Mar. 31, 2017

Notes

Note 4 - Capital Lease

Note 4 – Capital Lease

In July, 2016, an entity associated with Pacific Leaf Partners, LLC completed the purchase of the building housing the Company’s cultivation facility at 3550 W. Teco Ave., Las Vegas, NV. In connection with the purchase, the Company entered into the Amended Lease Agreement for an initial term of ten and a half years with one option to extend the lease for five years, or until December 31, 2030. The monthly rent payments per the Amended Lease Agreement are $40,000 through December 31, 2017. Commencing January 1, 2018, the monthly rent payments will increase by 3% per annum through the expiration of the lease. The Company analyzed the transaction in accordance with the applicable accounting guidance determining that the aggregate amount of $3.9 million met the requirements for capitalization. The building has been capitalized and is included in property and equipment, net balance with related obligations included as part of current and non-current liabilities. The obligation recorded is based upon the present value of the future minimum lease payment discounted at 11.6% interest rate. 

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Note 5 - Note Payable

12 Months Ended

Mar. 31, 2017

Notes

Note 5 - Note Payable

Note 5 – Note Payable

The Company entered into a Note Purchase Agreement, dated May 12, 2015 and effective as of June 8, 2015, with Pacific Leaf Ventures, LP (“Pacific Leaf”), pursuant to which Pacific Leaf has made installment loans (the “Loans”) to the Company in the aggregate amount of $1.75 million. The purpose of the financing is to provide for the acquisition and installation of an operating facility, equipment and other tangible assets by GB Sciences Nevada, LLC (“GBSN”). Such facility and equipment was dedicated to the cultivation of cannabis and the extraction of oils and other constituents present in cannabis, subject at all times to Nevada legal requirements. The note is convertible at the option of the holder into common shares at a conversion price of $0.50, subject to anti-dilution adjustments.

To evidence the Loans, the Company issued to Pacific Leaf a 6% senior secured convertible promissory note (the “Note”), bearing interest at the rate of 6% per annum, payable quarterly. All outstanding principal and interest due under the Note were due and payable on May 12, 2020. The Company was required to prepay the outstanding principal amount of the Note on a quarterly basis in an amount equal to 50% of the cash flow (accrued EBITDA) of GBSN attributable to our percentage interest in GBSN no later than the earlier to occur of (a) the fifth (5th) business day following receipt of a distribution of the Company's Share of GBSN’s EBITDA for the calendar quarter in question, or (b) thirty (30) days following the end of the calendar quarter in question, with the first such prepayment to be made not later than July 31, 2015 with respect to the quarter ending June 30, 2015. In order to induce the Pacific Leaf to extend the loan to the Company and to secure the payment and performance of all of the Secured Obligations, the Company agreed to grant Pacific Leaf a security interest in certain of its assets and enter into the lending agreement.

On February 8, 2016, the Company entered into the Amended and Restated 6% Senior Convertible Promissory Note (“Amended Note”) with Pacific Leaf.  The amended agreement modifies the 6% Senior Secure Convertible Promissory Note dated May 12, 2015 and effective as of June 8, 2015, in the principal amount of $1.75 million.

Per the terms of the amended agreement, Pacific Leaf may make up to $1.0 million in additional advances to the Company under the Amended Note bringing the total in the aggregate to $2.75 million. The note is convertible at the option of the holder into common shares at a conversion price of $0.25, subject to anti-dilution adjustments. The Company has an option to prepay the Amended Note, without premium or penalty, in whole or in part, with accrued interest to the date of such prepayment.

Until the payment in full of the Amended Note, Pacific Leaf or its designee have the option (the “Option”) to purchase up to a 20% membership interest in GBSN for a purchase price equal to $100,000 for each 2% of membership interest purchased (i.e., $1,000,000 if the Option is exercised in full), provided that the Option may not be exercised for less than a 1% membership interest in GBSN.

In connection with the Amended Note, the Company also entered into the Amended and Restated Royalty Agreement with Pacific Leaf dated and effective as of February 8, 2016.  Per the terms of the Amended Royalty Agreement, the royalty rate at any time shall equal to the sum of (i) 9.1%, and (ii) the percentage calculated by dividing the amount advanced in excess of $1.75 million by $1.0 million, multiplied by the gross revenues of GBSN.  On the earlier of (i) the seventh anniversary of the royalty payment date, or (ii) the date that all amounts outstanding under the Amended Note have been paid in full, the royalty rate shall be reduced by 50%.

On June 13, 2016, the Company received notice from the Pacific Leaf that it had elected to convert $500,000 of the Pacific Leaf Note into common stock of the Company pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory.  Accordingly, the Company has issued 2,000,000 shares of its common stock ($500,000 converted at a price of $0.25 per share) to Pacific Leaf and the Company’s indebtedness pursuant to the Note was reduced by $500,000.

On August 4, 2016, the Company entered into the Second Omnibus Amendment ("Second Amendment") of its existing agreements with Pacific Leaf.  The Second Amendment eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN.  It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year. In consideration of the amended terms, Pacific Leaf and its designees received 1,000,000 shares of the Company's common stock and a five-year warrant to purchase 1,500,000 shares of the Company's common stock at $0.36 per share resulting in related expense of approximately $0.9 million. 

On October 4, October 20, November 1, and November 10, 2016, the Company received notices the Pacific Leaf that it had elected to convert total of $1,776,750 of the Pacific Leaf Note into common stock of the Company pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory.  Accordingly, the Company has issued 7,107,000 shares of its common stock ($1,776,750 converted at a price of $0.25 per share) to Pacific Leaf and the Company’s indebtedness pursuant to the Note was reduced by $1,776,750.

On January 24, and February 22, 2017, the Company received additional notices from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $413,085 ($317,938 in principal and $95,145 in accrued interest) of the Pacific Leaf Note into common stock of the Company pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory.  Accordingly, the Company has issued 1,652,332 shares of its common stock ($413,083 converted at a price of $0.25 per share). As of March 31, 2017, the Company indebtedness pursuant to the Note was $0.2 million.

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Note 6 - Property and Equipment

12 Months Ended

Mar. 31, 2017

Notes

Note 6 - Property and Equipment

Note 6 - Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the asset or, in the case of leasehold improvements amortized over the lessor of the useful life of the asset or the underlying lease term. We recorded depreciation expense of $0.4 million and $0.2 million for the fiscal years ended March 31, 2017 and March 31, 2016, respectively. Property and equipment is comprised of the following:

	March 31,
	2017	2016
Computer and software	$       151,748	$151,748
Machinery and equipment	981,130	641,898
Leaseholds	4,185,528	363,318
Construction in progress	83,812	1,043,042
Capital lease - building	3,900,000	-
	9,302,218	2,200,006
Less accumulated depreciation and amortization	(659,541)	(246,958)
Property and Equipment, Net	$8,642,677	$1,953,048

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Note 7 - Income Taxes

12 Months Ended

Mar. 31, 2017

Notes

Note 7 - Income Taxes

Note 7 – Income Taxes

At March 31, 2017 and 2016 respectively, the Company had net operating loss carryforwards for income tax purposes of approximately $22,264,747 and $13,213,260 available as offsets against future taxable income. The net operating loss carryforwards are expected to expire at various times from 2025 through 2037. Utilization of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions.  Such an ownership change would substantially increase the possibility of net operating losses expiring before complete utilization.

The provision for income taxes is different than would result from applying the U.S. statutory rate to profit before taxes for the reasons set forth in the following reconciliation:

	2017	2016
Tax benefit computed at U.S. statutory rates	(3,377,374)	(2,263,566)
Increases (decreases) in taxes resulting from:
Non-deductible items	(25,000)	(113,788)
Change in valuation allowance	3,421,580	2,388,354
State taxes	(19,206)	(11,000)
Total	-	-

The tax effects of the primary temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows for the year ended March 31, 2017 and 2016:

	2017	2016
Deferred tax assets:
Net operating loss carryforward	7,570,014	4,416,060
Depreciation and Amortization expense	(391,362)	(11,713)
Stock based compensation	792,991	761,825
Total deferred tax assets	7,971,643	5,166,172
Less valuation allowance	(7,971,643)	(5,166,172)
Net deferred tax asset	-	-

Because of the Company’s lack of earnings history, the deferred tax assets have been fully offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during those periods that the temporary differences become deductible. The Company believes that the tax positions taken in its tax returns would be sustained upon examination by taxing authorities. The Company files income tax returns in the U.S. federal jurisdiction, and other required state jurisdictions. The Company's periodic tax returns filed in 2015 and, thereafter, are subject to examination by taxing authorities under the normal statutes of limitations in the applicable jurisdictions. During the year ended March 31, 2017 and 2016, the decrease in the deferred tax asset valuation allowance amounted to approximately $2,805,471 and $819,897, respectively.

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Note 8 - Convertible Notes

12 Months Ended

Mar. 31, 2017

Notes

Note 8 - Convertible Notes

Note 8 – Convertible Notes

In February 2016, the Company issued a short-term Promissory Note (“Note”) with a face value of $192,500 resulting in aggregate proceeds of $175,000 reflecting a 9.1% original discount and a nominal rate of 10%. The Note is payable within one year of issuance and is convertible into 962,500 shares of the Company’s common stock and 962,500 common stock purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years.  The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $94,037 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $66,912 was recorded based on the fair value of the 962,500 warrants attached to the note. This value was derived using the Black-Scholes valuation model.

In February, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note (“Note”) issued in February 2016 with face value of $192,500. The Holder had elected to convert all of the Company’s indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 965,500 shares of its common stock ($192,500 converted at a price of $0.20 per share).

In March 2016, the Company issued a short-term Promissory Note (“Note”) with a face value of $300,000 resulting in aggregate proceeds of $250,000 reflecting a 16.67% original discount and a nominal rate of 20%. The Note is payable within one year of issuance and is convertible into 1,500,000 shares of the Company’s common stock and 1,500,000 common stock to purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.50 per share for a period of three years. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $143,750 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $93,750 was recorded based on the fair value of the 1,500,000 warrants attached to the note.

In November, 2016, the Company received a notice that the Noteholder had elected to convert its $300,000 Note into common stock of the Company pursuant to the Short-Term Convertible Note Agreement.  Accordingly, the Company issued 1,500,000 shares of its common stock ($300,000 converted at a price of $0.20 per share) and a warrant to purchase 1,500,000 shares of the Company’s common stock at the price of $0.50 per share for the period of three years.  As a result of the conversion, the Company recorded a loss of $0.1 million.

In July 2016, the Company issued a short-term Promissory Note (“Note”) resulting in aggregate proceeds of $500,000. The Note is payable within one year of issuance and is convertible into 2,500,000 shares of the Company’s common stock at any time and from time to time before maturity at the option of the holder. The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $350,000 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the Note.

In January, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note (“Note”) issued in July 2016 with face value of $500,000. The Holder had elected to convert $500,000 of the Company’s indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 2,538,333 shares of its common stock ($500,000 principal and $38,333 accrued interest converted at a price of $0.20 per share). As a result of the conversion, the Company recorded a loss of $0.2 million.

In March 2017, the Company issued short-term Promissory Notes (“Notes”) to various holders with combined face value of $965,500. The Notes are payable within three years of issuance and are convertible into 3,862,000 shares of the Company’s common stock and 3,862,000 common stock purchase warrants at any time and from time to time before maturity at the option of the holder. Each warrant gives the Noteholder the right to purchase one share of common stock of the Company at an exercise price of $0.60 per share for a period of three years.  The beneficial conversion feature resulting from the discounted conversion price compared to the market price was calculated based on the date of issuance to be $416,733 after adjusting the effective conversion price for the relative fair value of the note proceeds compared to the fair value of the attached warrants and note. In addition to this discount related to the beneficial conversion feature, an additional discount of $548,767 was recorded based on the fair value of the warrants attached to the note. This value was derived using the Black-Scholes valuation model.

The Notes and Warrants were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 of Regulation D under the Securities Act, as amended.

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Note 9 - Capital Transactions

12 Months Ended

Mar. 31, 2017

Notes

Note 9 - Capital Transactions

Note 9 – Capital Transactions

Sale of Common Stock and Warrants

During the year ended March 31, 2017, the Company issued an aggregate 15,760,165 shares of common stock as a result of debt conversions as follows:

·         The Company issued an aggregate 10,759,332 shares of its common stock at the conversion price of approximately $0.25 per share to Pacific Leaf as a result of a conversion of $2,689,835 of debt outstanding pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory.

·         The Company issued 5,000,833 shares of its common stock as a result of conversions of the following Short-Term Promissory Notes:

o    In February, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note (“Note”) issued in February 2016 with face value of $192,500. The Holder had elected to convert all of the Company’s indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 965,500 shares of its common stock ($962,500 converted at a price of $0.20 per share).

o    In November, 2016, the Company received a notice that the Noteholder had elected to convert its $300,000 Note into common stock of the Company pursuant to the Short-Term Convertible Note Agreement.  Accordingly, the Company issued 1,500,000 shares of its common stock ($300,000 converted at a price of $0.20 per share) and a warrant to purchase 1,500,000 shares of the Company’s common stock at the price of $0.50 per share for the period of three years.  As a result of the conversion, the Company recorded a loss of $0.1 million.

o    In January, 2017, the Company received a notice from the Holder of the Short-Term Promissory Note (“Note”) issued in July 2016 with face value of $500,000. The Holder had elected to convert $500,000 of the Company’s indebtedness into common stock of the Company pursuant to the Convertible Note Agreement. Accordingly, the Company had issued 2,538,333 shares of its common stock ($500,000 principal and $38,333 accrued interest converted at a price of $0.20 per share). As a result of the conversion, the Company recorded a loss of $0.2 million.

In order to encourage the exercise of the 15,512,500 warrants issued to investors in private offering dated December 2, 2015 and the 15,000,000 warrants issued to investors in private offering dated August 26, 2016, the Company effected a temporary decrease, until March 31, 2017, in the exercise price of the warrants from $0.50 and $0.60, respectfully, to $0.20 per share. As a result of the price reduction, total of 25,606,171 million warrants were exercised resulting in net proceeds of approximately $4.6 million. As a result of the decrease in the exercise price of the warrants, the Company also recorded an induced dividend of $4.6 million.

On August 4, 2016, the Company entered into the Second Omnibus Amendment ("Second Amendment") of its existing agreements with Pacific Leaf.  The Second Amendment eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN.  It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year. In consideration of the amended terms, Pacific Leaf and its designees received 1,000,000 shares of the Company's common stock and a five-year warrant to purchase 1,500,000 shares of the Company's common stock at $0.36 per share resulting in related expense of approximately $0.9 million. 

During the year ended March 31, 2017, the Company issued an aggregate 1,600,000 shares of common stock to settle the following legal obligations:

·         On August 9, 2016, the Company finalized a settlement agreement in final disposition of the lawsuit filed by the Company on April 2, 2014, in the United States District Court for the Southern District of New York. The Company issued 1,400,000 shares of restricted common stock to certain non-affiliates of the Company and recorded a related expense of $0.4 million.

·         On August 19, 2015, Cathryn Kennedy, our former Chief Financial Officer, filed a Complaint against us in the District Court in Clark County, Nevada alleging that she was assigned new duties by us which constituted a termination without cause effective July 24, 2015, and that as a consequence thereof she is entitled to severance, vacation pay and stock compensation from us pursuant to her Employment Agreement dated November 18, 2014.  On April 8, 2016, the Company entered into a mutual agreement with Cathryn Kennedy per terms of which the Company issued 200,000 of its unrestricted common shares in exchange for a full dismissal with prejudice of all causes of action pending in the above-referenced Complaint.

During the year ended March 31, 2017, the Company sold an aggregate 29,872,500 shares of common stock through private placements as follows:

·         The Company sold 14,847,500 units through a private placement at a price of $0.20 per unit.  Each unit consisted of one share of common stock and one common stock purchase warrant, expiring in three years, with an exercise price of $0.50.

·         The Company also sold 15,000,000 units through a private placement at a price of $0.20 per unit.  Each unit consisted of one share of common stock and one common stock purchase warrant, expiring in five years, with an exercise price of $0.60. Lastly, the Company sold 25,000 shares of common stock to an independent party at the price of $0.51 per share. The Company recorded net proceeds of $5.1 million as a result of these issuances.

The Company also issued 3,412,500 compensation warrants during the year ended March 31, 2017, as a result of the private offerings to a third-party brokerage firm and recorded a compensation expense of $1.3 million. As of March 31, 2017, 58,247 of the compensation warrants were exercised. The Company recorded a related expense of $0.02 million.

During the year ended March 31, 2017, the Company issued 1,991,943 shares of its commons stock to settle outstanding payables at total expense of $0.6 million. The Company also issued 916,300 shares of its common stock for services provided by various third-party consultants and recorded a related expense of $0.5 million.  Lastly, the Company issued 266,345 shares of its common stock to its employees at total expense of $0.1 million.

During the year ended March 31, 2016 the Company issued an aggregate of 3,387,750 shares of common stock in settlement and release of certain obligations owed by the Company to various persons and recorded related expenses of $1.0 million, as follows:

·         The Company issued 2,219,750 shares of restricted common stock in connection with the conversion of $0.9 million in indebtedness owed by us to various persons at a conversion price of approximately $0.30 per share.

·         The Company issued 1,168,000 shares of restricted common stock as compensation for consulting services.  The Company recorded approximately $0.1 million in related compensation expense.  The closing price of the Company's stock on the date of grant is used as the fair value for the issuances of restricted stock.

·         The Company issued 714,400 shares of common stock to employees and recorded an expense of $0.6 million.

During year ended March 31, 2016, the Company cancelled 2,292,400 shares of common stock of which 1,500,000 shares were cancelled due to employment termination, 292,400 shares represented shares erroneously issued and associated with unexercised options, 100,000 shares represented shares erroneously issued under an employment agreement, and 400,000 shares represented shares which were subject to forfeiture pursuant to the term of an employment agreement. The Company also modified and restructured certain employee agreements which resulted in a reclassification of previously recognized compensation obligations recorded as current and noncurrent obligations to equity. 

The Company issued 333,333 shares of restricted common stock for aggregate consideration of $100,000, or $0.30 per share.

In order to encourage the exercise of its B warrants, on February 12, 2015, the Board of Directors of GB Sciences passed a resolution to temporarily reduce, until April 30, 2015, the exercise price of such B warrants from $2.00 per share to $0.20 per share, and the holders of the B warrants were notified of such temporary exercise price reduction. On April 30, 2015, the Company’s Board of Directors extended to 5:00 PDT on May 15, 2015 the temporary voluntary reduction of the exercise price of the B Warrants to $0.20 per share and notified the holders of the B Warrants. As a result of this incentive, B warrants to purchase 2,192,112 shares of common stock were exercised at $0.20 per share, resulting in net proceeds of $0.4 million.

On April 22, 2015, the Chief Executive Officer of Growblox Sciences Puerto Rico LLC, purchased 2,820,000 shares of common stock for $0.6 million or $0.21 per share.  The Company agreed to register such common stock for resale under the Securities Act pursuant to a registration rights agreement. In addition, the Company sold 1,965,833 shares of common stock to investors for $0.21 per share, resulting in total proceeds of $0.4 million. The Company also issued 476,190 shares of common stock during the current period, the warrants of which were purchased in March 2015 for $0.21 per share, or $100,000. 

Between February, 2015 and May 15, 2015, certain holders of B Warrants sold back to the Company for $0.01 each, B warrants to purchase an aggregate of 1,600,000 shares of common stock.  On April 27, 2015, two limited partnerships sold back to the Company for $0.01 each, warrants to purchase a total of 4,000,000 warrants for a total of $56,000.

In May 2015, Network 1 Financial Services and its affiliates exercised Class B warrants on a cashless basis and received a total of 1,000,000 shares of common stock.

Between December, 2015 and March, 2015, we sold 665,000 units through a private placement at a price of $0.20 per unit.  Each unit consisted of one share of common stock and one common stock purchase warrant, expiring in three years, with an exercise price of $0.50.

All of the foregoing securities, including GB Sciences common stock, were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 of Regulation D under the Securities Act, as amended.

Warrants Outstanding

Presented below is a summary of the Company’s warrant activity for the years ended March 31, 2017 and 2016:

	Warrants Outstanding
	Number of Shares	Exercise Price
Outstanding at April 1, 2015	21,966,256
Warrants issued	5,665,000	$0.45-$0.50
Warrants exercised	(7,977,945)	$0.20-$0.21
Warrants expired/cancelled	(337,977)	$1.00-$2.00
Outstanding at March 31, 2016	19,315,334
Warrants issued	40,723,250	$0.36-$0.60
Warrants exercised	(25,606,171)	$0.20
Warrants expired/cancelled	(1,500,000)	$1.00
Outstanding at March 31, 2017	32,932,413

All of the foregoing securities, including GB Sciences common stock, were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 of Regulation D under the Securities Act, as amended.

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Note 10 - Employee Benefit Plan

12 Months Ended

Mar. 31, 2017

Notes

Note 10 - Employee Benefit Plan

Note 10 – Employee Benefit Plan

Share-Based Employee Compensation

On February 6, 2008, the Board of Directors adopted the GB Sciences, Inc. 2007 Amended Stock Option Plan (“2007 Plan”). Under the 2007 Plan, 8,000,000 shares of the Company’s restricted common stock may be issuable upon the exercise of options issued to employees, advisors and consultants. The Company revised the plan and the Board of Directors adopted the new 2014 Equity Compensation Plan. On June 30, 2015, GB Sciences filed a Form S-8 Registration Statement with the SEC to register 8,500,000 shares of common stock issuable under stock options to grant to employees and consultants.

Compensation Expense

For the years ended March 31, 2017 and 2016, the Company recorded compensation expense of $1.3 million and $1 million respectively, related to employee stock options and restricted stock.

The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2016, are presented below:

	Unrecognized Compensation Cost ($)	Weighted Average Period (years)
Stock Options	925,274	0.74
Total	925,274	0.74

Fair Value

The closing price of the Company's stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options granted is estimated as of the grant date using the Black-Scholes option pricing model.  

The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below:

	Twelve months ended
	March 31, 2017	March 31, 2016
Weighted-average volatility	174.57%	190.44%
Expected term (in years)	10	10
Risk-free interest rate	1.07%	1.57%

Expected volatilities used for award valuation in 2017 and 2016 are based on the peer group volatility.

The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities.

Stock Options

A summary of option activity as of March 31, 2017 and 2016, and changes during the years then ended, is presented below:

	Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value ($)
Outstanding at April 1, 2015	1,962,000	0.17
Granted	1,400,000	0.24
Exercised	(100,000)	0.17
Forfeited	(762,000)	0.17
Outstanding at March 31, 2016	2,500,000	0.25	9.23	15,075
Granted	5,050,000	0.30
Exercised	-	-
Forfeited	(600,000)	0.35
Outstanding at March 31, 2017	6,950,000	0.26	8.05	627,890
Fully vested and expected to vest at March 31, 2017	4,035,556	0.27		403,793
Exercisable at March 31, 2017	4,035,556	0.27		403,793

Restricted stock awards

A summary of the status of the Company’s non-vested restricted stock grants during the years ended March 31, 2017 and 2016 is presented below:

	Shares	Weighted Average Grant Date Fair Value ($)
Balance at April 1, 2015	762,500
Granted	270,000
Vested	(283,333)
Forfeited/Cancelled	(295,833)
Non-vested at March 31, 2016	453,333	0.35
Granted	565,359
Vested	(568,692)
Forfeited/Cancelled	(450,000)
Non-vested at March 31, 2017	-

The total fair value of restricted stock that vested during the years ended March 31, 2017 and 2016 was $0.2 million, and $0.1 million, respectively.

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Note 11 - Commitments and Contingencies

12 Months Ended

Mar. 31, 2017

Notes

Note 11 - Commitments and Contingencies

Note 11 – Commitments and Contingencies

Growblox Sciences, Inc.  v. GCM Administrative Services, LLC

On April 2, 2014, the Company commenced an action in the United States District Court for the Southern District of New York captioned Signature Exploration and Production Corporation v. GCM Administrative Services, LLC, Strategic Turnaround Equity Partners, L.P. (Cayman), Seth M. Lukash, and Gary Herman, 14 Civ. 02280 (ER) (the “Action”). After the change of name of Signature Exploration and Production Corporation, the caption was amended to substitute Growblox Sciences, Inc. as the plaintiff. The complaint in the Action sought a declaratory judgment that neither Lukash nor Herman was entitled to receive any interest in, including any shares of stock of, Growblox Sciences, Inc. pursuant to certain share conversion rights held under promissory notes in the aggregate amount of $75,000, given by a related party of ours to the entity defendants GCM and Strategic.

On May 9, 2014, defendants filed an answer denying the complaint’s material allegations, and asserted a counterclaim against us, against persons identified as certain of our officers or directors, and against GrowOpp, LLC and Tumbleweed Holdings, Inc. On November 19, 2014, defendants filed an amended counterclaim, including a prayer for monetary relief or damages in the sum of $9 million. The Company moved to dismiss the counterclaim and by opinion dated June 2, 2015, the Court granted the motion in part and dismissed counts one and two (for declaratory judgment as to an alleged partnership or joint venture, and for breach of fiduciary duty predicated upon those allegations), and denied the motion in part, leaving counts three and four of the counterclaim standing. The Court viewed the third and fourth claims as a single claim for unjust enrichment, in which recovery would be based on quantum merit, that is, upon the alleged value of any benefit conferred by defendants to us through alleged work and services rendered. In view of the fact that the pleading did not assign a particular value to that claim we are unable at present to advise what specific sum of money damages is sought. The Company did not challenge the fifth count of the counterclaim at this stage that seeks damages of $75,000 for alleged non-payment of the above-referenced promissory notes.

On August 9, 2016, the Company finalized a settlement agreement in final disposition of the lawsuit filed by the Company on April 2, 2014, in the United States District Court for the Southern District of New York. The Company issued 1,400,000 shares of restricted common stock to certain non-affiliates of the Company and recorded a related expense of $0.4 million.

Cathryn Kennedy Complaint Settlement

On August 19, 2015, Cathryn Kennedy, our former Chief Financial Officer, filed a Complaint against us in the District Court in Clark County, Nevada alleging that she was assigned new duties by us which constituted a termination without cause effective July 24, 2015, and that as a consequence thereof she is entitled to severance, vacation pay and stock compensation from us pursuant to her Employment Agreement dated November 18, 2014.  On April 8, 2016, the Company entered into a mutual agreement with Cathryn Kennedy per terms of which the Company issued 200,000 of its unrestricted common shares valued at $40,000 in exchange for a full dismissal with prejudice of all causes of action pending in the above-referenced Complaint.

General

From time to time, the Company may also become involved in certain legal proceedings and claims which arise in the ordinary course of business. In our opinion, based on consultations with outside counsel, the results of any of these ordinary course matters, individually and in the aggregate, are not expected to have a material effect on our results of operations, financial condition, or cash flows. As more information becomes available, if management should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, the Company will record a reserve for the claim in question. If and when such a reserve is recorded, it could be material and could adversely impact the Company’s results of operations, financial condition, and cash flows.

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Note 12 - Other Assets

12 Months Ended

Mar. 31, 2017

Notes

Note 12 - Other Assets

Note 12 – Other Assets

Other assets balances were $1.2 million and $0.3 million at March 31, 2017 and March 31, 2016, respectively. The increase in other assets is primarily due to $1 million deposit related to our application to the Louisiana State University (“LSU”) AgCenter to be the sole operator of the LSU’s medical marijuana program.

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Note 13 - Related Party Transactions

12 Months Ended

Mar. 31, 2017

Notes

Note 13 - Related Party Transactions

Note 13 - Related Party Transactions

During the fiscal year ended March 31, 2017, the Company entered into a consulting contract with Quantum Shop, a Company owned by a relative of one of the Company’s executives. Per the terms of the agreement, Quantum Shop is to provide GB Sciences with research, design, development, fabrication, and production services. During the year ended March 31, 2017, the Company made a payment of $50,000 to the Quantum Shop in relation to the services provided.

In March 2017, the Company entered into an advisory agreement with Electrum Partners, LLC, a company whose President resides on GB Sciences’ Board of Directors and serves as a Chair of the Audit Committee. Per the terms of the agreement, Electrum Partners shall be compensated $5,000 monthly with the initial payment due upon the execution of the consulting agreement. Electrum Partners is also to receive an additional $10,000 each month in restricted stock. The agreement has a term of one year and is renewable for a successive one year period.  During the year ended March 31, 2017, the Company made payments totaling $10,000 to the Company and issued 34,996 shares of its restricted stock.

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Note 14 - Subsequent Events

12 Months Ended

Mar. 31, 2017

Notes

Note 14 - Subsequent Events

Note 14 – Subsequent Events

Pacific Leaf Note Conversion Notice

On May 12, 2017, the Company received notice from Pacific Leaf Ventures, LP (“Pacific Leaf”) that it had elected to convert $184,805 ($154,805 principal and $30,000 accrued interest) of the Company’s indebtedness to Pacific Leaf Note into common stock of the Company pursuant to the Amended and Restated 6% Senior Secured Convertible Promissory.  Accordingly, the Company has issued 739,220 shares of its common stock ($184,805 converted at a price of $0.25 per share) to Pacific Leaf and the Company’s indebtedness to Pacific Leaf pursuant to the Note has been reduced by $184,805.

Management and Board of Directors Changes

Effective May 8, 2017, Mr. Craig Ellins retired from the Company and in connection therewith, resigned his positions of Director and Chairman of the Board of Directors and his position of Chief Innovation Officer for the Company.  John Poss, who replaced Mr. Ellins last year as CEO, will now also serve as Chairman of the Board. Leslie Bocskor, who previously services as independent director will now serve as Vice Chairman of the Board.

Louisiana State University

On June 15, 2017 GB Sciences had been selected by the Louisiana State University (“LSU”) AgCenter to be the sole operator of the LSU’s medical marijuana program. The LSU Board of Supervisors will enter into a five-year agreement—that has an option to renew for two additional five-year terms—with GB Sciences.

The contract will include a minimum guaranteed financial contribution of $3.4 million, or a 10% commission of gross receipts, to the LSU AgCenter,. It also requires GB Sciences to make annual research investment of $500,000 to the LSU AgCenter.

The monetary contributions would be used to conduct research on plant varieties, compounds, extraction techniques and delivery methods that could generate additional revenue through discoveries that are subject to intellectual property rights. AgCenter would retain 50% of those rights.

The awarding of the final contract is contingent upon securing of a Louisiana based financial institution and the final approval by the Louisiana State Board of Supervisors.

Compensation Warrant Exercises

Subsequently to March 31, 2017, the Company issued 2,191,994 shares of its common stock to a third-party brokerage firm as a result of a cashless exercise of 2,281,000 compensation warrants at the exercise price of $0.01 per share.

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Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2017

Policies

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. In our opinion, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

Certain reclassifications have been made to the comparative period amounts in order to conform to the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability.

Inventory

Inventory

We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its current estimated market value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete is based on expected future use..

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-8 years for machinery and equipment, leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred.

Long-lived Assets

Long-Lived Assets

Property and equipment comprise a significant portion of our total assets. We evaluate the carrying value of property and equipment if impairment indicators are present or if other circumstances indicate that impairment may exist under authoritative guidance. The annual testing date is March 31. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of property and equipment are prepared. If the projections indicate that the carrying value of the property and equipment are not recoverable, we reduce the carrying values to fair value. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. 

Beneficial Conversion Feature of Convertible Notes Payable

Beneficial Conversion Feature of Convertible Notes Payable

The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options 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 note 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.

Other Assets

Other Assets

Other assets primarily include security deposits on potential cultivation facilities in Las Vegas, Nevada and a deposit to Louisiana State University (“LSU”) AgCenter related to our application for the LSU’s medical marijuana program.

Revenue Recognition

Revenue Recognition

Revenue will be recognized when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue will be recorded net of discount, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipment (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonable assured as the majority of sales are paid for prior to shipping.

Research and Development Costs

Research and Development Costs

Research and development costs are expensed as incurred.

Equity-based Compensation

Equity-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). The computation of the expense associated with stock-based compensation requires the use of a valuation model. The FASB issued accounting guidance requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. This accounting guidance requires the recognition of the fair value of stock compensation in net income. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period.

Income Taxes

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

Loss Per Share

Loss per Share. The Company’s basic loss per share has been calculated using the weighted average number of common shares outstanding during the period. The Company has 39,882,413 and 27,558,334 potentially dilutive common shares at March 31, 2017 and 2016, 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

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Note 6 - Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2017

Tables/Schedules

Property, Plant and Equipment

	March 31,
	2017	2016
Computer and software	$       151,748	$151,748
Machinery and equipment	981,130	641,898
Leaseholds	4,185,528	363,318
Construction in progress	83,812	1,043,042
Capital lease - building	3,900,000	-
	9,302,218	2,200,006
Less accumulated depreciation and amortization	(659,541)	(246,958)
Property and Equipment, Net	$8,642,677	$1,953,048

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Note 7 - Income Taxes (Tables)

12 Months Ended

Mar. 31, 2017

Tables/Schedules

Schedule of Effective Income Tax Rate Reconciliation

	2017	2016
Tax benefit computed at U.S. statutory rates	(3,377,374)	(2,263,566)
Increases (decreases) in taxes resulting from:
Non-deductible items	(25,000)	(113,788)
Change in valuation allowance	3,421,580	2,388,354
State taxes	(19,206)	(11,000)
Total	-	-

Schedule of Deferred Tax Assets and Liabilities

	2017	2016
Deferred tax assets:
Net operating loss carryforward	7,570,014	4,416,060
Depreciation and Amortization expense	(391,362)	(11,713)
Stock based compensation	792,991	761,825
Total deferred tax assets	7,971,643	5,166,172
Less valuation allowance	(7,971,643)	(5,166,172)
Net deferred tax asset	-	-

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Note 9 - Capital Transactions (Tables)

12 Months Ended

Mar. 31, 2017

Tables/Schedules

Schedule of Warrants

	Warrants Outstanding
	Number of Shares	Exercise Price
Outstanding at April 1, 2015	21,966,256
Warrants issued	5,665,000	$0.45-$0.50
Warrants exercised	(7,977,945)	$0.20-$0.21
Warrants expired/cancelled	(337,977)	$1.00-$2.00
Outstanding at March 31, 2016	19,315,334
Warrants issued	40,723,250	$0.36-$0.60
Warrants exercised	(25,606,171)	$0.20
Warrants expired/cancelled	(1,500,000)	$1.00
Outstanding at March 31, 2017	32,932,413

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Note 10 - Employee Benefit Plan (Tables)

12 Months Ended

Mar. 31, 2017

Tables/Schedules

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The unrecognized compensation cost, and weighted-average period over which the cost is expected to be recognized for non-vested awards as of March 31, 2016, are presented below:

	Unrecognized Compensation Cost ($)	Weighted Average Period (years)
Stock Options	925,274	0.74
Total	925,274	0.74

Schedule of Stock Options, Valuation Assumptions

The following range of assumptions in the Black-Scholes option pricing model was used to determine fair value at the years ended below:

	Twelve months ended
	March 31, 2017	March 31, 2016
Weighted-average volatility	174.57%	190.44%
Expected term (in years)	10	10
Risk-free interest rate	1.07%	1.57%

Schedule of Stock Options Roll Forward

	Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value ($)
Outstanding at April 1, 2015	1,962,000	0.17
Granted	1,400,000	0.24
Exercised	(100,000)	0.17
Forfeited	(762,000)	0.17
Outstanding at March 31, 2016	2,500,000	0.25	9.23	15,075
Granted	5,050,000	0.30
Exercised	-	-
Forfeited	(600,000)	0.35
Outstanding at March 31, 2017	6,950,000	0.26	8.05	627,890
Fully vested and expected to vest at March 31, 2017	4,035,556	0.27		403,793
Exercisable at March 31, 2017	4,035,556	0.27		403,793

Schedule of Nonvested Restricted Stock Units Activity

A summary of the status of the Company’s non-vested restricted stock grants during the years ended March 31, 2017 and 2016 is presented below:

	Shares	Weighted Average Grant Date Fair Value ($)
Balance at April 1, 2015	762,500
Granted	270,000
Vested	(283,333)
Forfeited/Cancelled	(295,833)
Non-vested at March 31, 2016	453,333	0.35
Granted	565,359
Vested	(568,692)
Forfeited/Cancelled	(450,000)
Non-vested at March 31, 2017	-

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Note 1 - Background and Basis of Presentation (Details)	12 Months Ended
	Mar. 31, 2017 USD ($) ft²	Mar. 31, 2016 USD ($)
Entity Incorporation, Date of Incorporation	Apr. 04, 2001
NET REVENUE	$ 0	$ 0
Phase 1 Of Build Out | Scenario, Forecast
NET REVENUE	$ 10,000,000
Las Vegas Facility
Area of Real Estate Property | ft²	28,000

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Note 2 - Going Concern (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	$ (9,909,830)	$ (6,771,335)
Accumulated Deficit	(35,255,045)	(20,779,860)
Approximate
NET LOSS ATTRIBUTABLE TO GROWBLOX SCIENCES, INC.	9,900,000	6,800,000
Accumulated Deficit	$ 35,300,000	$ 20,800,000

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Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Details) - Machinery and Equipment	12 Months Ended
	Mar. 31, 2017
Minimum
Property, Plant and Equipment, Useful Life	3 years
Maximum
Property, Plant and Equipment, Useful Life	8 years

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Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Loss Per Share (Details) - shares	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	39,882,413	27,558,334

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Note 4 - Capital Lease (Details) - Pacific Leaf Ventures Lp - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2016	Mar. 31, 2017
Capital Lease Obligations		$ 3,900,000
Capital Lease
Capital Leases, Future Minimum Payments Due		$ 40,000
Description of Lessee Leasing Arrangements, Capital Leases	Commencing January 1, 2018, the monthly rent payments will increase by 3% per annum through the expiration of the lease.
Discount Rate		11.60%

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Note 5 - Note Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Feb. 08, 2016	Jun. 08, 2015
Debt Conversion Price	$ 0.30		$ 0.30
Issuance of common stock to settle payables, shares		1,600,000
Class of Warrant or Right, Outstanding		25,606,171
Allocated Share-based Compensation Expense		$ 1,300,000	$ 1,000,000
Common Stock
Debt Conversion, Converted Instrument, Shares Issued		15,760,165	3,387,750
Issuance of common stock to settle payables, shares		1,991,943
Allocated Share-based Compensation Expense			$ 1,000,000
Convertible Promissory Note
Debt Conversion, Converted Instrument, Amount		$ 300,000
Pacific Leaf Ventures Lp
Initial debt amount					$ 1,750,000
Debt Conversion Price		$ 0.25			$ 0.50
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Debt Instrument, Maturity Date		May 12, 2020
Long-term Debt, Gross				$ 1,750,000
Debt Instrument, Convertible, Terms of Conversion Feature		Per the terms of the amended agreement, Pacific Leaf may make up to $1.0 million in additional advances to the Company under the Amended Note bringing the total in the aggregate to $2.75 million. The note is convertible at the option of the holder into common shares at a conversion price of $0.25, subject to anti-dilution adjustments.
Debt Instrument, Payment Terms		Until the payment in full of the Amended Note, Pacific Leaf or its designee have the option (the “Option”) to purchase up to a 20% membership interest in GBSN for a purchase price equal to $100,000 for each 2% of membership interest purchased (i.e., $1,000,000 if the Option is exercised in full), provided that the Option may not be exercised for less than a 1% membership interest in GBSN.
Royalty Agreement Amended Terms	In connection with the Amended Note, the Company also entered into the Amended and Restated Royalty Agreement with Pacific Leaf dated and effective as of February 8, 2016. Per the terms of the Amended Royalty Agreement, the royalty rate at any time shall equal to the sum of (i) 9.1%, and (ii) the percentage calculated by dividing the amount advanced in excess of $1.75 million by $1.0 million, multiplied by the gross revenues of GBSN. On the earlier of (i) the seventh anniversary of the royalty payment date, or (ii) the date that all amounts outstanding under the Amended Note have been paid in full, the royalty rate shall be reduced by 50%.
Initial debt amount					$ 1,750,000
Class of Warrant or Right, Outstanding		1,500,000
Investment Warrants, Exercise Price		$ 0.36
Pacific Leaf Ventures Lp | Common Stock
Issuance of common stock to settle payables, shares		1,000,000
Pacific Leaf Ventures Lp | Warrant
Allocated Share-based Compensation Expense		$ 900,000
Pacific Leaf Ventures Lp | Short Term Promissory Note 4
Initial debt amount		$ 500,000
Debt Conversion Price		$ 0.25
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Initial debt amount		$ 500,000
Debt Conversion, Converted Instrument, Amount		$ 500,000
Pacific Leaf Ventures Lp | Short Term Promissory Note 4 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued		2,000,000
Pacific Leaf Ventures Lp | Convertible Promissory Note
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Debt Instrument, Convertible, Terms of Conversion Feature		The Second Amendment eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN. It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year.
Pacific Leaf Ventures Lp | Short Term Promissory Note 5
Initial debt amount		$ 1,776,750
Debt Conversion Price		$ 0.25
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Initial debt amount		$ 1,776,750
Debt Conversion, Converted Instrument, Amount		$ 1,776,750
Pacific Leaf Ventures Lp | Short Term Promissory Note 5 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued		7,107,000
Pacific Leaf Ventures Lp | Short Term Promissory Note 6
Initial debt amount		$ 413,085
Debt Conversion Price		$ 0.25
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Long-term Debt, Gross		$ 200,000
Initial debt amount		413,085
Debt Conversion, Converted Instrument, Amount		413,083
Pacific Leaf Ventures Lp | Short Term Promissory Note 6 | Principal
Initial debt amount		317,938
Initial debt amount		317,938
Pacific Leaf Ventures Lp | Short Term Promissory Note 6 | Interest
Initial debt amount		95,145
Initial debt amount		$ 95,145
Pacific Leaf Ventures Lp | Short Term Promissory Note 6 | Common Stock
Debt Conversion, Converted Instrument, Shares Issued		1,652,332

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Note 6 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment, Gross	$ 9,302,218	$ 2,200,006
Less accumulated depreciation and amortization	(659,541)	(246,958)
Property and Equipment, Net	8,642,677	1,953,048
Computer Equipment
Property, Plant and Equipment, Gross	151,748	151,748
Machinery and Equipment
Property, Plant and Equipment, Gross	981,130	641,898
Leaseholds and Leasehold Improvements
Property, Plant and Equipment, Gross	4,185,528	363,318
Construction in Progress
Property, Plant and Equipment, Gross	83,812	1,043,042
Capital lease - building
Property, Plant and Equipment, Gross	$ 3,900,000	$ 0

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Note 7 - Income Taxes (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
Operating Loss Carryforwards	$ 22,264,747	$ 13,213,260
Operating Loss Carryforwards, Limitations on Use	The net operating loss carryforwards are expected to expire at various times from 2025 through 2037.
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ (2,805,471)	$ (819,897)

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Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
Tax benefit computed at U.S. statutory rates	$ (3,377,374)	$ (2,263,566)
Increases (decreases) in taxes resulting from:
Non-deductible items	(25,000)	(113,788)
Change in valuation allowance	3,421,580	2,388,354
State taxes	(19,206)	(11,000)
Total	$ 0	$ 0

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Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Details
Net operating loss carryforward	$ 7,570,014	$ 4,416,060
Depreciation expense	(391,362)	(11,713)
Stock based compensation	792,991	761,825
Total deferred tax assets	7,971,643	5,166,172
Deferred Tax Assets, Valuation Allowance	(7,971,643)	(5,166,172)
Net deferred tax asset	$ 0	$ 0

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Note 8 - Convertible Notes (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Feb. 29, 2016
Debt Conversion Price		$ 0.30
Common Stock
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.50
Debt Conversion, Converted Instrument, Shares Issued	15,760,165	3,387,750
Short Term Promissory Note 1
Initial debt amount	$ 192,500		$ 192,500
Original discount rate	9.10%
Debt Instrument, Interest Rate, Effective Percentage			10.00%
Debt Conversion, Converted Instrument, Amount	$ 192,500
Debt Conversion Price	$ 0.20
Short Term Promissory Note 1 | Common Stock
Debt Instrument, Convertible, Number of Equity Instruments	962,500
Debt Conversion, Converted Instrument, Shares Issued	965,500
Short Term Promissory Note 1 | Warrant
Debt Instrument, Convertible, Number of Equity Instruments	962,500
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 94,037
Debt Instrument, Unamortized Discount	66,912
Short Term Promissory Note 2
Initial debt amount	$ 300,000	$ 300,000
Original discount rate	16.67%
Debt Instrument, Interest Rate, Effective Percentage		20.00%
Debt Conversion Price	$ 0.20
Short Term Promissory Note 2 | Common Stock
Debt Instrument, Convertible, Number of Equity Instruments	1,500,000
Debt Conversion, Converted Instrument, Shares Issued	1,500,000
Short Term Promissory Note 2 | Warrant
Debt Instrument, Convertible, Number of Equity Instruments	1,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 143,750
Debt Instrument, Unamortized Discount	$ 93,750

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Note 9 - Capital Transactions (Details) - USD ($)		3 Months Ended		4 Months Ended	12 Months Ended
	Apr. 27, 2014	Sep. 30, 2016	May 15, 2014	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2015	Feb. 29, 2016	Jun. 08, 2015	May 15, 2015	Apr. 30, 2015	Apr. 22, 2015
Issuance of stock for debt conversion, shares						2,219,750
Debt Conversion Price				$ 0.30		$ 0.30
Debt Conversion, Original Debt, Amount					$ 900,000
Loss on debt conversion					$ 248,858	$ 0
Discounting of Warrants					In order to encourage the exercise of the 15,512,500 warrants issued to investors in private offering dated December 2, 2015 and the 15,000,000 warrants issued to investors in private offering dated August 26, 2016, the Company effected a temporary decrease, until March 31, 2017, in the exercise price of the warrants from $0.50 and $0.60, respectfully, to $0.20 per share.
Class of Warrant or Right, Outstanding					25,606,171
Proceeds from Warrant Exercises					$ 4,600,000
Induced dividend					$ 4,600,000
Issuance of common stock to settle payables, shares					1,600,000
Allocated Share-based Compensation Expense					$ 1,300,000	1,000,000
Stock Issued During Period, Shares, Settlement					1,600,000
Issuance of common stock to settle payables, value					$ 640,962
Issuance of stock for cash, shares					29,872,500
Proceeds from issuance of common stock and warrants					$ 9,749,465	1,479,688
Issuance of stock for cash, value					$ 4,626,071	$ 100,000
Exercises of stock options, shares					0	(100,000)
GB Puerto Rico
Share Price												$ 0.21
Issuance of stock for cash, shares					2,820,000
Issuance of stock for cash, value					$ 600,000
Class B Warrant
Proceeds from Warrant Exercises					$ 400,000
Class of Warrant or Right, Exercise Price of Warrants or Rights										$ 0.20	$ 0.20
Placement Agent
Exercises of stock options, shares							1,000,000
Private Placement 1
Issuance of stock for cash, shares					14,847,500
Shares Issued, Price Per Share					$ 0.20
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.50
Private Placement 2
Issuance of stock for cash, shares					15,000,000
Shares Issued, Price Per Share					$ 0.20
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.60
Investor
Share Price												$ 0.21
Issuance of stock for cash, value					$ 400,000
Convertible Promissory Note
Debt Conversion, Converted Instrument, Amount					$ 300,000
Short Term Promissory Note 1
Debt Conversion Price					$ 0.20
Initial debt amount					$ 192,500			$ 192,500
Debt Conversion, Converted Instrument, Amount					$ 192,500
Short Term Promissory Note 2
Debt Conversion Price					$ 0.20
Initial debt amount				$ 300,000	$ 300,000	$ 300,000
Investment Warrants, Exercise Price					$ 0.50
Loss on debt conversion					$ 100,000
Short Term Promissory Note 3
Debt Conversion Price					$ 0.20
Initial debt amount					$ 500,000
Loss on debt conversion					200,000
Short Term Promissory Note 3 | Principal
Debt Conversion, Converted Instrument, Amount					500,000
Short Term Promissory Note 3 | Interest
Debt Conversion, Converted Instrument, Amount					$ 38,333
Pacific Leaf Ventures Lp
Issuance of stock for debt conversion, shares					10,759,332
Debt Conversion Price					$ 0.25				$ 0.50
Debt Conversion, Original Debt, Amount					$ 2,689,835
Debt Instrument, Interest Rate, Stated Percentage									6.00%
Initial debt amount									$ 1,750,000
Investment Warrants, Exercise Price					$ 0.36
Class of Warrant or Right, Outstanding					1,500,000
Second Amendment Features		eliminates Pacific Leaf's option to purchase up to a 20% membership interest in GBSN and reduces Pacific Leaf's existing royalty rate to 16.4% of the gross sales revenue of GBSN. It also caps maximum aggregate royalty payments to be made to Pacific Leaf at $2,420,000 with respect to any calendar year.
Pacific Leaf Ventures Lp | Second Amendment
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1,500,000
Allocated Share-based Compensation Expense		$ 900,000
Pacific Leaf Ventures Lp | Convertible Promissory Note
Debt Instrument, Interest Rate, Stated Percentage					6.00%
A creditor
Allocated Share-based Compensation Expense					$ 600,000
Issuance of stock for cash, shares					1,991,943
A creditor | Short Term Promissory Note 1
Debt Conversion, Converted Instrument, Amount					$ 962,500
An independent party | Private Placement 2
Issuance of stock for cash, shares					25,000
Shares Issued, Price Per Share					$ 0.51
Proceeds from issuance of common stock and warrants					$ 5,100,000
A third-party brokerage firm
Debt Conversion, Converted Instrument, Warrants or Options Issued					3,412,500
Allocated Share-based Compensation Expense					$ 1,300,000
Compensation Warrants, shares					58,247
Consultants
Allocated Share-based Compensation Expense					$ 500,000
Issuance of stock for cash, shares					916,300
Employees
Allocated Share-based Compensation Expense					$ 100,000	$ 600,000
Issuance of stock for cash, shares					266,345
Compensation Warrants, shares						714,400
Investor 1
Issuance of stock for cash, shares					333,333
Shares Issued, Price Per Share					$ 0.30
Proceeds from issuance of common stock and warrants					$ 100,000
Common Stock
Debt Conversion, Converted Instrument, Shares Issued					15,760,165	3,387,750
Issuance of stock for debt conversion, shares					15,760,165	2,219,750
Issuance of common stock to settle payables, shares					1,991,943
Share Price				$ 0.20		$ 0.20
Allocated Share-based Compensation Expense						$ 1,000,000
Stock Issued During Period, Shares, Settlement					1,991,943
Issuance of common stock to settle payables, value					$ 199
Issuance of stock for cash, shares				665,000	29,872,500	333,333
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.50		$ 0.50
Compensation Warrants, shares					58,247
Cancelation of restricted stock, shares						(2,292,400)
Exercise of warrants for stock, shares					$ 25,606,171	$ 9,119,135
Issuance of stock for cash, value					2,987	$ 33
Exercises of stock options, shares						100,000
Common Stock | Class B Warrant
Exercise of warrants for stock, shares					$ 2,192,112
Common Stock | Chief Financial Officer
Issuance of common stock to settle payables, shares					200,000
Stock Issued During Period, Shares, Settlement					200,000
Common Stock | Investor
Issuance of stock for cash, shares					476,190
Common Stock | Amended Counter claim
Issuance of common stock to settle payables, shares					1,400,000
Stock Issued During Period, Shares, Settlement					1,400,000
Issuance of common stock to settle payables, value					$ 400,000
Common Stock | Short Term Promissory Note 1
Debt Conversion, Converted Instrument, Shares Issued					965,500
Issuance of stock for debt conversion, shares					5,000,833
Common Stock | Short Term Promissory Note 2
Debt Conversion, Converted Instrument, Shares Issued					1,500,000
Debt Conversion, Converted Instrument, Warrants or Options Issued					1,500,000
Common Stock | Short Term Promissory Note 3
Debt Conversion, Converted Instrument, Shares Issued					2,538,333
Common Stock | Employment Termination
Cancelation of restricted stock, shares						1,500,000
Common Stock | Erroneous Issuance
Cancelation of restricted stock, shares						292,400
Common Stock | Erroneous Issuance Under Employment Agreement
Cancelation of restricted stock, shares						100,000
Common Stock | Shares Subject To Forfeiture
Cancelation of restricted stock, shares						400,000
Common Stock | Pacific Leaf Ventures Lp
Issuance of common stock to settle payables, shares					1,000,000
Stock Issued During Period, Shares, Settlement					1,000,000
Common Stock | Pacific Leaf Ventures Lp | Second Amendment
Issuance of common stock to settle payables, shares		1,000,000
Share Price		$ 0.36
Stock Issued During Period, Shares, Settlement		1,000,000
Warrant
Stock Repurchased During Period, Shares	4,000,000		1,600,000
Stock Repurchased During Period, Value	$ 56,000
Warrant | Short Term Promissory Note 1
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.50
Warrant | Short Term Promissory Note 2
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.50
Warrant | Pacific Leaf Ventures Lp
Allocated Share-based Compensation Expense					$ 900,000
Warrant | A third-party brokerage firm
Allocated Share-based Compensation Expense					$ 20,000

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Note 10 - Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Allocated Share-based Compensation Expense	$ 1.3	$ 1.0
Total Fair Value of Restricted Stock	$ 0.2	$ 0.1
Growblox SciencesI nc 2007 Amended Stock Option Plan
Number of Shares Authorized	8,000,000
S8 Registration Statement
Number of Shares Authorized	8,500,000

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Note 10 - Employee Benefit Plan: Schedule of Unrecognized Compensation Cost, Nonvested Awards (Details) - Employee Stock Option	12 Months Ended
	Mar. 31, 2017 USD ($)
Unrecognized Compensation Cost ($)	$ 925,274
Weighted Averge Period (years)	8 months 26 days

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Note 10 - Employee Benefit Plan: Schedule of Stock Options, Valuation Assumptions (Details)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
Weighted-average volatility	174.57%	190.44%
Expected term (in years)	10 years	10 years
Risk-free interest rate	1.07%	1.57%

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Note 10 - Employee Benefit Plan: Schedule of Stock Options Roll Forward (Details) - USD ($)		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Details
Options, Outstanding, Beginning Balance		2,500,000	1,962,000
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price		$ 0.25	$ 0.17
Options, Granted		5,050,000	1,400,000
Options, Granted, Weighted Average Exercise Price		$ 0.30	$ 0.24
Exercises of stock options, shares		0	(100,000)
Options, Exercised, Weighted Average Exercise Price		$ 0	$ 0.17
Options, Forfeited		(600,000)	(762,000)
Options, Forfeited, Weighted Average Exercise Price		$ 0.35	$ 0.17
Options, Outstanding, Ending Balance	2,500,000	6,950,000	2,500,000
Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.25	$ 0.26	$ 0.25
Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 2 months 23 days	8 years 18 days
Options, Outstanding, Aggregate Intrinsic Value, Ending Balance	$ 15,075	$ 627,890	$ 15,075
Exercises of stock options, shares		0	100,000
Options, Fully Vested and Expected to Vest, Outstanding		4,035,556
Options, Fully Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price		$ 0.27
Options, Fully Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value		$ 403,793
Options, Exercisable		4,035,556
Options, Exercisable, Weighted Average Exercise Price		$ 0.27
Options, Exercisable, Aggregate Intrinsic Value		$ 403,793

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Note 10 - Employee Benefit Plan: Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details
Nonvested, Beginning Balance	453,333	762,500
Granted	565,359	270,000
Vested	(568,692)	(283,333)
Expired/Cancelled	(450,000)	(295,833)
Nonvested, Ending Balance	0	453,333
Non-vested, Weighted Average Grant Date Fair Value		$ 0.35

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Note 11 - Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Apr. 08, 2016	Mar. 31, 2017
Issuance of common stock to settle payables, shares		1,600,000
Issuance of stock for services, value		$ 464,488
Subsequent Event | Chief Financial Officer
Issuance of stock for services, shares	200,000
Issuance of stock for services, value	$ 40,000
Common Stock
Issuance of common stock to settle payables, shares		1,991,943
Issuance of stock for services, shares		916,300
Issuance of stock for services, value		$ 92
Common Stock | Chief Financial Officer
Issuance of common stock to settle payables, shares		200,000
Initial Complaint Filed By Growblox
Loss Contingency, Damages Sought, Value		$ 75,000
Amended Counter claim
Loss Contingency, Damages Sought, Value		$ 9,000,000
Amended Counter claim | Common Stock
Issuance of common stock to settle payables, shares		1,400,000
Litigation Settlement, Expense		$ 400,000

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Note 12 - Other Assets (Details) $ in Millions	12 Months Ended
	Mar. 31, 2017 USD ($)
LSU
Proceeds from Other Deposits	$ 1

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Note 13 - Related Party Transactions (Details)	12 Months Ended
	Mar. 31, 2017 USD ($) shares
Common Stock
Issuance of stock for services, shares | shares	916,300
Quantum Shop
Repayments of Related Party Debt | $	$ 50,000
Electrum Partners, LLC
Repayments of Related Party Debt | $	$ 10,000
Related Party Transaction, Description of Transaction	Electrum Partners shall be compensated $5,000 monthly with the initial payment due upon the execution of the consulting agreement. Electrum Partners is also to receive an additional $10,000 each month in restricted stock. The agreement has a term of one year and is renewable for a successive one year period.
Electrum Partners, LLC | Common Stock
Issuance of stock for services, shares | shares	34,996

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Note 14 - Subsequent Events (Details) - USD ($)				4 Months Ended	12 Months Ended
	Jun. 15, 2017	May 12, 2017	Apr. 01, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Jun. 08, 2015
Issuance of stock for debt conversion, value					$ 3,689,895	$ 939,354
Issuance of stock for debt conversion, shares						2,219,750
Debt Conversion Price				$ 0.30		$ 0.30
Issuance of stock for cash, shares					29,872,500
Class of Warrant or Right, Outstanding					25,606,171
Warrants exercise price					$ 0.30	$ 0.24
Common Stock
Issuance of stock for debt conversion, value					$ 1,576	$ 222
Issuance of stock for debt conversion, shares					15,760,165	2,219,750
Issuance of stock for cash, shares				665,000	29,872,500	333,333
Pacific Leaf Ventures Lp
Debt Instrument, Interest Rate, Stated Percentage							6.00%
Issuance of stock for debt conversion, shares					10,759,332
Debt Conversion Price					$ 0.25		$ 0.50
Class of Warrant or Right, Outstanding					1,500,000
Pacific Leaf Ventures Lp | Convertible Promissory Note
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Subsequent Event | Common Stock
Issuance of stock for cash, shares			2,191,994
Class of Warrant or Right, Outstanding			2,281,000
Subsequent Event | Warrant
Warrants exercise price			$ 0.01
Subsequent Event | Pacific Leaf Ventures Lp
Issuance of stock for debt conversion, value		$ 184,805
Subsequent Event | Pacific Leaf Ventures Lp | Common Stock
Issuance of stock for debt conversion, shares		739,220
Debt Conversion Price		$ 0.25
Subsequent Event | Pacific Leaf Ventures Lp | Convertible Promissory Note
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Subsequent Event | Pacific Leaf Ventures Lp | Principal
Issuance of stock for debt conversion, value		$ 154,805
Subsequent Event | Pacific Leaf Ventures Lp | Interest
Issuance of stock for debt conversion, value		$ 30,000
Subsequent Event | LSU
Contracts and commitments	The contract will include a minimum guaranteed financial contribution of $3.4 million, or a 10% commission of gross receipts, to the LSU AgCenter,. It also requires GB Sciences to make annual research investment of $500,000 to the LSU AgCenter.