NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2018

Notes

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION

Financial Statement Presentation and principles of consolidation – The accompanying condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include the operations and balances of NewBridge Global Ventures, Inc. (“NewBridge”) and its wholly-owned subsidiaries, Elevated Education, Inc. (“Elevated”), 5Leaf, LLC (“5Leaf”), Genus Management Group, LLC (“Genus”), Mad Creek Farm, LLC (“Mad Creek”), 725 E 11th, LLC (“11th Street”), Timothy Lane LLC (“Timothy”), East 10th Street LLC (“10th Street”), Green Thumb Distributors, Inc. (“Green Thumb”) and The Bay Clonery, LLC (“Bay Clonery”). The consolidated financial statements include the operations of NewBridge and Elevated since July 14, 2018 which operations are continuing (see Reverse Acquisition below).  Genus, Timothy, 10th Street, Green Thumb, and Bay Clonery were formed in 2018 (collectively, “New Entities”, “we”, or “the Company”).  Intercompany balances and transactions have been eliminated in consolidation.

Organization – On July 14, 2018, NewBridge closed on Share Exchange and Purchase Agreements (the “Purchase Agreements”, the “July Acquisitions”, the “Closing”) with the various members and shareholders of 11th Street, Mad Creek, Timothy, Genus (formerly GLML) and 5Leaf (together the “Consortium”), whereby NewBridge purchased the shares or membership interests (as the case may be) of the several entities making up the Consortium for a combined 31,000,000 shares of the Company’s common stock, par value $0.0001 per share. The Consortium consists of a farm, nursery, extraction facility, and management and real estate companies in the cannabis industry.  

Reverse Acquisition – The 31,000,000 shares issued to the Consortium represented 76% of the 40,904,589 shares of the Company’s common stock issued and outstanding immediately following the July Acquisitions. In addition, three of the four board members were replaced by the sellers at the Close. Due to the relative size of the Consortium compared to the Company prior to the Closing and the change in control of the Company, the July Acquisitions were considered a reverse acquisition and the Consortium is the acquirer for accounting purposes.  The historical financial statements are of the Consortium.

Nature of Business – The Company is vertically integrated and through its several wholly-owned subsidiaries (Green Thumb, Bay Clonery and Roots of Caly are wholly owned subsidiaries of Genus) intends to cultivate, manufacture, and distribute medical and recreational cannabis in California as follows:

·Mad Creek Farm—plans to be a grower of cannabis, 

·5Leaf—plans to manufacture and extract oils from hemp and cannabis, 

·Green Thumb Distributors—has applied for a California Type 11 license in the Bay area, 

·Genus—plans to provide consulting services to cultivators, processors and retailers.  

·Elevated Education—is creating and plans to market curriculum focused on the endocannabinoid system, pharmacology and clinical applications of medical cannabis. 

·Bay Clonery—plans to operate as an indoor nursery and tissue culture lab and to cultivate and market cannabis clones. 

·10th Street, 11th Street, and Timothy Lane—will operate as real estate holding companies. 

Roots of Caly—plans to operate as an indoor nursery and to cultivate and market cannabis clones.