Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Aug. 31, 2018 | Oct. 18, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | Solbright Group, Inc. | |
Entity Central Index Key | 1,095,130 | |
Trading Symbol | sbrt | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 196,570,322 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Current Assets: | ||
Cash | $ 72,059 | $ 114,128 |
Accounts receivable, net of allowances for uncollectables of $676,000 | 184,165 | 16,441 |
Contract assets, net | 473,998 | 1,171,559 |
Prepaid expenses and other current assets | 354,955 | 361,557 |
Total Current Assets | 1,085,177 | 1,663,685 |
Property and equipment, net of accumulated depreciation of $9,242 and $7,839, respectively | 20,291 | 21,695 |
Security deposit | 30,289 | 30,289 |
Intangible assets, net of accumulated amortization of $659,036 and $599,430, respectively | 855,377 | 914,983 |
Goodwill | 13,039,399 | 13,039,399 |
Total Assets | 15,030,533 | 15,670,051 |
Current Liabilities: | ||
Accounts payable | 2,983,537 | 3,776,639 |
Accrued expenses | 673,736 | 2,349,948 |
Contract liabilities | 59,385 | 718,320 |
Accrued income tax | 63,082 | 63,082 |
Warranty reserve | 210,594 | |
Debt subject to equity being issued | 179,180 | 179,180 |
Advances from related party | 827,700 | |
Convertible debentures, net of debt discount | 850,000 | 3,567,670 |
Notes payable | 535,832 | 595,832 |
Total Current Liabilities | 6,383,046 | 11,250,671 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Convertible preferred stock, $.0001 par value; 5,000,000 shares authorized, 0 and 4,000,000 shares issued, respectively, and none outstanding | 400 | |
Common stock, $.0001 par value; 600,000,000 shares authorized; 43,434,034 and 29,106,870 shares issued and outstanding, respectively | 4,343 | 2,911 |
Additional paid-in capital | 76,243,805 | 66,399,526 |
Accumulated deficit | (67,600,661) | (61,983,057) |
Treasury stock - preferred | (400) | |
Total Stockholders' Equity | 8,647,487 | 4,419,380 |
Total Liabilities and Stockholders' Equity | $ 15,030,533 | $ 15,670,051 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Allowances for uncollectables | $ 676,000 | $ 676,000 |
Accumulated depreciation | 9,242 | 7,839 |
Accumulated amortization | $ 659,036 | $ 599,430 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 43,434,034 | 29,106,870 |
Common stock, shares outstanding (in shares) | 43,434,034 | 29,106,870 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Net sales | $ 845,482 | $ 5,278,041 |
Cost of sales | 1,035,485 | 4,495,977 |
Gross (Loss) Profit | (190,003) | 782,064 |
Operating Expenses: | ||
Selling, general and administrative | 1,762,801 | 1,577,856 |
Total Operating Expenses | 1,762,801 | 1,577,856 |
Loss From Operations | (1,952,804) | (795,792) |
Other Income (Expense): | ||
Interest expense | (3,125,125) | (2,418,162) |
Gain on settlement of liability | 21,353 | |
Modification of beneficial conversion features on convertible notes | (594,583) | |
Total Income (Expense) | (3,103,772) | (3,012,745) |
Loss Before Provision for Income Taxes | (5,056,576) | (3,808,537) |
Provision for income taxes | ||
Net Loss | $ (5,056,576) | $ (3,808,537) |
Loss per Common Share - Basic and Diluted (in dollars per share) | $ (0.15) | $ (0.18) |
Weighted Average Shares Outstanding - Basic and Diluted (in shares) | 34,104,199 | 21,370,655 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (5,056,576) | $ (3,808,537) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation - stock options | 244,060 | |
Gain on settlement of liability | (21,353) | |
Non-cash interest expense | 798,742 | |
Modification of beneficial conversion features on convertible notes | 594,583 | |
Depreciation and amortization | 61,010 | 139,734 |
Amortization of debt discount and deferred finance costs | 199,930 | 1,807,585 |
Issuance of common stock for financing | 555,000 | |
Issuance of common stock for inducement | 1,476,250 | 85,651 |
Issuance of warrants for inducement | 65,973 | |
Issuance of common stock for services | 1,481,750 | 236,320 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (167,724) | (2,429) |
Contract assets | (378,266) | (89,721) |
Prepaid expenses and other current assets | 6,602 | 156,791 |
Accounts payable | (626,749) | 596,798 |
Accrued expenses | (764,812) | 506,187 |
Contract liabilities | 46,077 | 197,029 |
Warranty reverse | 20,381 | |
Net Cash Provided by (Used In) Operating Activities | (2,369,738) | 730,024 |
Cash Flows From Investing Activities: | ||
Security deposit | (4,518) | |
Net Cash Used In Investing Activities | (4,518) | |
Cash Flows From Financing Activities: | ||
Proceeds from related party advances | 827,700 | |
Proceeds from short-term note, related party | 5,150,000 | |
Payment of debt | (3,650,031) | (418,000) |
Proceeds from convertible debt issuance | 50,000 | |
Net Cash Provided By (Used in) Financing Activities | 2,327,669 | (368,000) |
Net Increase (Decrease) In Cash | (42,069) | 357,506 |
Cash - Beginning of Year | 114,128 | 469,845 |
Cash - End of Year | 72,059 | 827,351 |
Cash paid for: | ||
Interest paid | 91,043 | |
Income taxes paid | ||
Non Cash Investing and Financing Activities | ||
Common stock issued for conversion of debt and accrued interest | 5,276,312 | |
Common stock issued for settlement of accounts payable | 92,500 | |
Original issue discount in connection with convertible debt issued | 17,000 | |
Deferred finance costs in connection with convertible debt issued | 3,000 | |
Beneficial conversion feature in connection with convertible debt issued | 46,136 | |
Issuance of common stock for accrued liability | $ 963,900 |
Note 1 - Description of Busines
Note 1 - Description of Business and Basis of Presentation | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Solbright Group, Inc. (the “Parent”) was formed in the State of Delaware on May 7, 1998. two Arkados – Arkados is the Company’s technology research and development subsidiary and has developed the Arktic™ software platform, a scalable and interoperable cloud-based system for sensing, gathering, storing and analyzing data as well as reporting critical information and implementing command and control. On Arktic™, the Company delivers applications currently focused on measurement and verification and predictive maintenance which can be used on single machines or through an entire facility, campus or city. Its software platform and applications are implemented with hardware products, such as gateways, sensors and cameras, of its strategic partner, Tatung Company, and others. SES – provides solar engineering, procurement and construction services, as well as energy conservation services and solutions to commercial and buildings throughout the eastern United States. These services include energy consumption assessments and recommendations, as well as acting as the general contractor for light-emitting diode (“LED”) lighting retrofits, oil-to-natural gas boiler conversions and solar photovoltaic (“PV”) system installation. SES also markets and sells the technology solutions of Arkados to help building owners save money. SES sells its services directly to building owners and managers. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Parent, and its wholly-owned subsidiaries, which include SES and Arkados. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10 X. May 31, 2018 10 three August 31, 2018 ( not May 31, 2019. Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs of the business. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of approximately $68 $5 three August 31, 2018. August 31, 2018 May 31, 2018. three August 31, 2018. not The Company’s plan, through potential acquisitions and the continued promotion of its services to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements, including an equity raise or loan funding from third three August 31, 2018, $5,000,000 $3,400,000 one $2,500,000 December 31, 2018. July 30, 2018, no may As of September 20, 2018, $400,000, $440,000 600,000 100,000 The Convertible Note has a principal balance of $440,000 $40,000 March 31, 2019. one 8% not 7 140% may $0.60 two may 10 first 90 100% 91st 120% not The Warrants are exercisable for a period of three $0.60 Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue The Company accounts for revenue in accordance with ASC Topic 606, June 1, 2018, 3 606, Arkados The Company enters into arrangements with end users for items which may 606 June 1, 2018. not three August 31, 2018 2017. SES Sales of products are recognized when the performance obligations are fulfilled, and the customer takes risk of ownership and assumes the risk of loss. Service revenue is recognized when the service is completed under ASC Topic 606. not Cash and Cash Equivalents The Company considers investments in highly liquid instruments with a maturity of three not August 31 May 31, 2018. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. As of August 31, 2018 May 31, 2018, $676,000. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, other receivables, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. As defined in ASC 820, 820 1 3 The three 820 ● Level 1 1 ● Level 2 1, 2 ● Level 3 may Earnings (Loss) Per Share (“EPS”) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares, The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Three Months Ended August 31, 2018 2017 Convertible notes 700,000 3,125,000 Stock options 5,520,834 7,437,500 Warrants 7,022,307 10,961,204 Potentially dilutive securities 13,243,141 21,523,704 Stock Based Compensation In computing the impact, the fair value of each option and/or warrant is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. During the three August 31, 2018, 1,000,000 $554,750 900,000 $927,000 Stock based compensation expense for the three August 31, 2018 2017 $1,481,750 $236,320, Stock based compensation expense related to stock options for the three August 31, 2018 2017 $0 $244,060, Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the allowance for doubtful accounts, the useful life of plant and equipment, valuation of goodwill for impairment, and intangible assets, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the related assets, generally three fifteen Goodwill and Intangible Assets The Company periodically reviews the carrying value of intangible assets not may 3 one Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for “Accounting for Derivative Instruments and Hedging Activities.” Accounting standards generally provides three three not not The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not ASC 815 40 not Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. Recent Accounting Pronouncements On February 25, 2016, No. 2016 02, 842 December 15, 2018, In August 2015, 2015 14, Revenue from Contracts with Customers (Topic 606 Deferral of the Effective Date, 2014 09 one December 15, 2017, December 15, 2016, 2014 09 August 31, 2018 June 1, 2018. 3. On May 10, 2017, 2017 09 718 December 15, 2017. 2017 09 not In January 2017, 2017 01, 805 December 15, 2017, June 1, 2018. 2017 01 not In August 2016, 2016 15, 230 2016 15 first 2019. 2016 15 not All newly issued but not not |
Note 3 - Revenues
Note 3 - Revenues | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | NOTE 3 – REVENUES On June 1, 2018, 606, not June 1, 2018 ( $561,028 June 1, 2018 ● A decrease to contract assets of $1,075,827; ● A decrease to contract liabilities of $705,012; ● An increase to warranty reserve of $190,213. The adoption of ASC Topic 606 not three August 31, 2018. The increase in accumulated deficit, and increase to warranty reserve of $190,213, 606, The following table presents how the adoption of ASC Topic 606 As of August 31, 2018 Recognition Under Previous Guidance Impact of the Adoption of ASC Topic 606 Recognition Under ASC Topic 606 Contract assets (previously presented as cost in excess of billings) $ 1,549,825 $ (1,075,827 ) $ 473,998 Warranty reverse (previously included with billings in excess of costs) 20,381 190,213 210,594 Contract liabilities (previously presented as billings in excess of costs) 764,397 (705,012 ) 59,385 Accumulated deficit (68,161,689 ) (561,028 ) (67,600,661 ) Net Cash (Used in) Operating Activities (2,369,738 ) - (2,369,738 ) Net Cash Provided by Financing Activities 2,327,669 - 2,327,669 Update to Major Accounting Policies Upon adoption of ASC Topic 606, 10 May 31, 2018. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. not not Payment is generally due within 30 45 no not Solar Installation and Construction Contracts The Company recognizes solar panel system design, construction and installation contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. The Company has determined that individual contracts at a single location are generally accounted for as a single performance obligation and are not Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Customer payments on solar system contracts are typically billed upon the successful completion of milestone written into the contract and are due within 30 45 Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) . August 31, 2018 $125,674. Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not not The Company generally provides limited warranties for work performed under its solar system contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. The Company does not not August 31, 2018, $210,594. Practical Expedients The Company does not one The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the Company from its customers (use taxes, value added taxes, some excise taxes). Contract modifications There were no three August 31, 2018. not Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations as of August 31, 2018 $2,768,406 August 31, 2018. The Company expects to satisfy its remaining unsatisfied performance obligations as of August 31, 2018 may |
Note 4 - Acquisitions
Note 4 - Acquisitions | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 4 - Merger Agreement with Iota Networks, LLC On July 30, 2018, M2M “M2M” M2M September 1, 2018, M2M M2M 15 Proforma Information (unaudited) The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the Merger as if it had been consummated on June 1, 2018. not three August 31, 2018 2017 not may no Three months ended August 31, 2018 2017 Net revenue $ 6,296,052 $ 7,117,977 Net loss $ (7,606,109 ) $ (5,786,206 ) |
Note 5 - Intangible Assets and
Note 5 - Intangible Assets and Goodwill | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 5 - INTANGIBLE ASSETS AND GOODWILL During the three August 31, 2018, not The following table provides a roll forward of goodwill: Beginning balance, May 31, 2018 $ 13,039,399 Acquisitions — Accumulated impairment losses — Ending balance, August 31, 2018 $ 13,039,399 During the year ended May 31, 2018, $1,259,587. The following provides a breakdown of identifiable intangible assets as of: Three Months Ended August 31, 2018 IP/Technology Customer Relationships Tradenames Non-Compete Total Identifiable intangible assets, gross $ 440,950 $ 204,816 $ 858,247 $ 10,400 $ 1,514,413 Impairment losses - - - - - Accumulated amortization (175,376 ) (186,093 ) (294,276 ) (3,291 ) (659,036 ) Identifiable intangible assets, net $ 265,574 $ 18,723 $ 563,971 $ 7,109 $ 855,377 Year Ended May 31, 2018 IP/Technology Customer Relationships Tradenames Non-Compete Total Identifiable intangible assets, gross $ 739,000 $ 853,000 $ 1,171,600 $ 10,400 $ 2,774,000 Impairment losses (298,050 ) (648,184 ) (313,353 ) - (1,259,587 ) Accumulated amortization (157,950 ) (184,817 ) (253,847 ) (2,817 ) (599,430 ) Identifiable intangible assets, net $ 283,000 $ 19,999 $ 604,400 $ 7,583 $ 914,983 The weighted average useful life remaining of identifiable intangible assets remaining is 3.7 Amortization of identifiable intangible assets for the three August 31, 2018 2017 $59,606, $138,330, As of August 31, 2018, four $ 230,000 2022. |
Note 6 - Accrued Expenses
Note 6 - Accrued Expenses | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 - ACCRUED EXPENSES As of August 31 May 31, 2018, August 31, May 31, 2018 201 8 Accrued interest payable 274,103 281,719 Accrued payroll 149,354 134,508 Accrued common stock payable for note extension and waiver - 963,900 Accrued common stock payable for investor relations - 439,550 Accrued other 250,279 530,321 $ 673,736 $ 2,349,948 |
Note 7 - Warranty Reserve
Note 7 - Warranty Reserve | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Product Warranty Disclosure [Text Block] | NOTE 7 – WARRANTY RESERVE The Company generally provides limited warranties for work performed under its solar system contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. The Company does not not August 31, 2018, $210,594. $20,381 $0 three August 31, 2018 2017, May 31, 2018 The following table provides a roll forward of the Company’s warranty reserve: Beginning balance, May 31, 2018 $ 190,213 Accrual for warranties issued 20,381 Settlements made - Ending balance, August 31, 2018 $ 210,594 |
Note 8 - Convertible Debentures
Note 8 - Convertible Debentures and Notes Payable | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8 – CONVERTIBLE DEBENTURES AND NOTE S PAYABLE As of August 31 May 31, 2018, August 31, 2018 May 31, 2018 10% Convertible note payable, dated June 19, 2018, due June 19, 2019 $ 150,000 $ - 9% Convertible note payable, dated June 29, 2018, due December 29, 2018 247,450 - 9% Convertible note payable due June 29, 2018, due December 29, 2018 452,550 - Convertible notes repaid, transferred or converted to common stock during the three months ended August 31, 2018 - 3,567,670 $ 850,000 $ 3,567,670 As of August 31 May 31, 2018, August 31, 2018 May 31, 2018 Notes payable dated 2011, currently in default, at interest of 0% to 16% $ 91,020 $ 91,020 Notes payable dated 2011, currently in default, at interest of 8% 124,812 124,812 Note payable, dated August 11, 2016, currently in default, with interest of 12% 150,000 150,000 Note payable, dated January 15, 2016, repaid on August 16, 2018 - 60,000 Note payable, dated March 31, 2016, currently in default,with interest at 12% 10,000 10,000 Note payable, dated May 6, 2016, currently in default, with interest at 12% 10,000 10,000 Note payable, dated April 20, 2018, due November 30, 2018, with interest at 10% 50,000 50,000 Note payable, dated March 1, 2017, currently in default, with interest at 12% 100,000 100,000 $ 535,832 $ 595,832 AIP Financing On May 1, 2017, 10% “10% $2,500,000 In connection with the AIP Financing, the Company and the Holders entered into a Registration Rights Agreement under which the Company required, in no 75 10% no 120 not not not August 29, 2017, 150,001 not 1 July 15, 2017 May 1, 2017. 2,500,000 $0.80 $0.60 $594,583 three August 31, 2017. In relation to this transaction, the Company recorded a debt discount related to the warrants issued, a debt discount related to the beneficial conversion feature, an OID and deferred finance costs. Total straight-line amortization for these transactions amounted to $0 $1,052,539 three August 31, 2018 2017, On April 30, 2018, 10% 1 July 1, 2018 3,000,000 $963,900 May 31, 2018. three August 31, 2018. These Secured Notes were repaid in full during the three August 31, 2018. 9% Convertible Notes On April 21, 2017, “2017 $899,999 9% “9% “2017 two 9% 2017 April 21, 2017, The 9% October 21, 2017 9% 9% 9% 9% not five 60% 30 As a part of the 2017 2017 1,279,998 $0.60 75% 2017 five May 16, 2017, one 831,168 447,552 $0.60 In relation to this transaction, the Company recorded a debt discount related to the warrants issued, a debt discount related to the beneficial conversion feature, an OID and deferred finance costs. Total straight-line amortization for these transactions amounted to $0 $512,786 three August 31, 2018 2017, $859,999, $0, August 31, 2018 May 31, 2018. On February 22, 2018, #2 May 22, 2018 100,000 March 22, 2018 April 22, 2018. #3 May 22, 2018 August 22, 2018 200,000 May 22, 2018, June 22, 2018 July 22, 2018. These notes were exchanged for two $700,000 June 28, 2018. December 31, 2018, 9%, $1.00 40% 30 $900,000, 1,200,000 900,000 $740,032. two $700,000 31, 2018. Fiscal Year 2018 (Year Ended May 31, 2018 On January 23, 2018, $237,600, October 18, 2018, 8%, $0.60 30,000 300,000 $0.60 three $20,000, $17,600, $165,026, $202,626. $200,000. $105,849 three August 31, 2018. 396,000 three August 31, 2018. On February 2, 2018, $150,000, February 2, 2019, 10%. 180 60% 20 $3,000, $147,000. $120,142. $84,681 three August 31, 2018. August 2018. On March 9, 2018, $115,000, $15,000 9%, 6 30 $10,000 March 15, 2018, $1,500 $4,275. 29,464 five $0.578 $11,500. $11,500 $6,313 three August 31, 2018. $11,500 July 2018. On March 9, 2018, $120,000, $15,000 $5,000 9%, 6 30 $10,000 March 15, 2018, $1,500, $500, $4,293. 29,464 five $0.60 $12,000. $6,587 three August 31, 2018. $12,000 July 2018. Effective May 31, 2018, $2,000,000 5,000 100% $100.00 $120,000 Transactions for the Three Months Ended August 31, 2018 In August 2018, January 15, 2016 third $60,000. On June 19, 2018, $150,000 10%, June 19,2019, 180 40% 20 Note Purchase and Sale On June 28, 2018, 15 10% $5,000,000 $5,000,000, December 31, 2018. 10% 10% may $0.0001 $1.00 15 100% pari passu The Company used approximately $3,400,000 $1,113,437 1,200,000 900,000 $0.38 $700,000, $1.00 one 1,500,000 $2,500,000 December 31, 2018. Upon execution of the Merger Agreement (See Note 15 $5,038,712 5,038,712 July 31, 2018, $1.00 Total interest expense for all notes was $2,925,195 $610,577 three August 31, 2018 2017, |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 - STOCKHOLDERS’ EQUITY Preferred Stock On April 28, 2017, $0.001 may 5,000,000 none August 31, 2018 May 31, 2018. Upon effectiveness of the Amendment, the Board of Directors will have the authority to issue shares of Preferred Stock from time to time on terms it may one Dividends Cash dividends accrue on each share of Series A Stock, at the rate of 4% first March, June, September December June 1, 2017. not not August 31, 2018, no Equity Transactions During the Period The following transactions affected the Company’s Stockholders’ Equity: Transactions for the Three Months Ended August 31, 2017 On June 1, 2017, 160,000 $112,000. On August 11, 2017, 200,000 $124,000. On August 29, 2017, 150,001 not 1 July 15, 2017 May 1, 2017 ( 8 2,500,000 $0.80 $0.60 $594,583 three August 31, 2017. Transactions for the Three Months Ended August 31, 2018 The following transactions affected the Company’s Stockholders’ Equity for Three Months Ended August 31, 2018: In June 2018, 850,000 two $276,250 In June 2018, 2,999,999 four $963,900 1 In June 2018, 400,000 $152,000 In June 2018, 1,500,000 $555,000 two $2.5 In June 2018, 250,000 $92,500 In July 2018, 424,200 $156,954 318,150 $424,200 In July 2018, 775,800 $294,804 581,850 $775,800 In July 2018, $5,038,712 5,038,712 $1.00 In August 2018, 500,000 $299,750 In August 2018, 900,000 $927,000 In August 2018, 100,000 $103,000 In August 2018, 396,000 $237,600 In August 2018, 192,453 |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 10 – STOCK-BASED COMPENSATION The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, 2017 Equity Incentive Plan The Board of Directors approved the Company’s 2017 “2017 April 27, 2017 2017 April 28, 2017. may 2017 10,000,000 Options There were no three August 31, 2018. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2018 6,520,834 $ 1.12 Granted - - Exercised - - Expired or cancelled (1,300,000 ) 0.60 Outstanding at August 31, 2018 5,220,834 $ 1.24 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2018: Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.60 1,000,000 7.65 $ 0.60 1,000,000 1.00 1,025,000 4.29 1.00 1,025,000 1.20 1,562,500 6.33 1.20 1,562,500 1.50 541,667 8.66 1.50 541,667 2.00 1,091,667 6.23 2.00 1,091,667 5,220,834 6.40 $ 1.24 5,520,834 The compensation expense attributed to the issuance of the options will be recognized as they vested/earned. These stock options are exercisable for three ten The employee stock option plan stock options are exercisable for ten three The aggregate intrinsic value totaled $0 $0.39 August 31, 2018, Total compensation expense related to the options was $0 $244,060 three August 31, 2018 2017, August 31, 2018, $0 Warrants The issuance of warrants to purchase shares of the Company's common stock including those attributed to debt issuances are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2018 7,260,641 $ 1.15 Granted 900,000 0.60 Exercised (300,000 ) 0.60 Expired or cancelled (838,334 ) 2.00 Outstanding at August 31, 2018 7,022,307 $ 0.92 The following table summarizes information about warrants outstanding and exercisable at August 31, 2018: Outstanding and exercisable Weighted- Weighted- Range of Average Average Exercise Number Remaining Life Exercise Number Prices Outstanding in Years Price Exercisable $ 0.60 1,208,928 4.72 $ 0.60 1,208,928 1.00 2,777,889 1.55 1.00 2,777,889 1.20 2,868,823 0.99 1.20 2,868,823 2.00 166,667 0.66 2.00 166,667 7,022,307 1.09 $ 0.95 7,022,307 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three five Issuances of warrants to purchase shares of the Company's common stock were as follows: a. On June 28, 2018, 900,000 five $0.60 two 8 b. In August 2018, 300,000 192,453 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 – COMMITMENTS AND CONTINGENCIES Leases Effective October 1, 2014 January 15, 2015, $1,874. January 15, 2016. January 15, 2017 $2,034. January 2017, January 15, 2018, one not The Company’s SES subsidiary leases offices in Jericho, New York. The facility is approximately 1,850 August 1, 2015 September 30, 2018. $57,300. not not September 30, 2018. In May 2016, third 64 first two $5,176 10 $6,000 61 64. $7,166 Rent expense for all locations including occupancy costs for the three August 31, 2018 2017 $14,616 $27,166, Future minimum rental commitments of non-cancelable operating leases (including the Jericho lease) are as follows: For the twelve-month period ended August 31, Office Rent 2019 $ 73,496 2020 68,548 2021 70,600 2022 - Thereafter - $ 212,644 Legal Claims From time to time, the Company may not The Company is currently the defendant of a lawsuit from a subcontractor seeking damages in excess of $255,000. On September 8, 2017, $262,500 August 15, 2018, $150,000 August 16, 2018. |
Note 12 - Concentrations of Cre
Note 12 - Concentrations of Credit Risk | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 1 2 - CONCENTRATIONS OF CREDIT RISK Cash The Company maintains principally all cash balances in two may not Net Sales Two customers accounted for 98% three August 31, 2018, Customer 1 57 % Customer 2 41 % One customer accounted for 93% three August 31, 2017, Customer 1 93 % Accounts Receivable Two customers accounted for 74% August 31, 2018, Customer 1 50 % Customer 2 24 % One customer accounted for 96% August 31, 2017, Customer 1 96 % |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 1 3 - RELATED PARTY TRANSACTIONS See Note 15 |
Note 14 - Business Segment Info
Note 14 - Business Segment Information | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 1 4 - BUSINESS SEGMENT INFORMATION As of August 31, 2018, two The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. The accounting policies of each of the segments are the same as those described in the Summary of Significant Accounting Policies in Note 2. The Company’s revenues for the three August 31, 2018 2017 Operating results for the business segments of the Company were as follows: Arkados SES Total Three Months Ended August 31, 2018 Net sales $ - $ 845,482 $ 845,482 Loss from operations $ (1,438,180 ) $ (514,624 ) $ (1,952,804 ) Three Months Ended August 31, 2017 Net sales $ - $ 5,278,041 $ 5,278,041 Income (loss) from operations $ (1,018,391 ) $ 222,599 $ (795,792 ) Total Assets August 31, 2018 $ 203,951 $ 15,676,143 $ 15,030,533 May 31, 2018 $ 99,149 $ 15,570,902 $ 15,670,051 |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 1 5 – SUBSEQUENT EVENTS On September 18, 2018, $440,000 8%, March 31, 2019, $40,000, $0.60 600,000 3 $0.60 100,000 October 9, 2018. On October 3, 2018, 129,300 $0.89 On October 16, 2018, 70,700 June 29, 2018 Merger Agreement with Iota Networks, LLC On July 30, 2018, M2M “M2M” M2M M2M M2M On September 5, 2018, ● for all bookkeeping and accounting purposes, the closing of the Merger (the “Closing”) will be deemed to have occurred at 12:01 first ● for the purposes of calculating the number of shares of the Company’s common stock to be issued in exchange for common equity units of M2M 1.5096; ● 38,390,322 5,038,712 2018 Additionally, in July 2018, M2M $5,038,712 5,038,712 Except as specifically amended by the Amendment, all of the other terms of the Merger Agreement remain in full force and effect. Pursuant to the Merger Agreement, as amended, at the effective time of the Merger: ● M2M 90,925,518 136,938,178 ● M2M 14,559,737 15,898,110 ● Warrants to purchase 1,372,252 M2M 18,281,494 The Warrants are exercisable for a period of five M2M $0.3753 The Merger Agreement, as amended, contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to indemnification provisions. Immediately following the Merger, the Company had 196,570,322 43,429,034 19.6% M2M M2M M2M The parties intend for the Merger to qualify as a tax-free exchange under Section 351 1986, The Company is currently evaluating the purchase price allocation for the Merger which it expects to be completed during the three November 30, 2018. Appointment of Certain Officers On September 5, 2018, On September 5, 2018, 3.2 one 1 two 2 In addition, at the effective time of the Merger, and upon effectiveness of Mr. DeFranco’s resignation as Chief Executive Officer, Barclay Knapp was appointed as Chief Executive Officer of the Company, to serve in such office at the pleasure of the Board, and until his successor has been appointed by the Board. In connection with his appointment as Chief Executive Officer of the Company, Barclay Knapp was designated as the Company’s “Principal Executive Officer” for SEC reporting purposes. Compensatory Arrangements of Certain Officers Employment Agreement with Barclay Knapp On September 5, 2018, two one not 90 may Pursuant to the Knapp Employment Agreement, Mr. Knapp will earn an initial base annual salary of $450,000, may 100% 2017 16 may Employment Agreement with Terrence DeFranco On September 5, 2018, two one not 90 may Pursuant to the DeFranco Employment Agreement, Mr. DeFranco will earn an initial base annual salary of $375,000, may 100% 2017 4,000,000 16 may Convertible Note Transaction As of September 20, 2018, $400,000, $440,000 600,000 100,000 The Convertible Note has a principal balance of $440,000 $40,000 March 31, 2019. one 8% not 7 140% may $0.60 two may 10 first 90 100% 91st 120% not The Warrants are exercisable for a period of three $0.60 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition, Policy [Policy Text Block] | Revenue The Company accounts for revenue in accordance with ASC Topic 606, June 1, 2018, 3 606, Arkados The Company enters into arrangements with end users for items which may 606 June 1, 2018. not three August 31, 2018 2017. SES Sales of products are recognized when the performance obligations are fulfilled, and the customer takes risk of ownership and assumes the risk of loss. Service revenue is recognized when the service is completed under ASC Topic 606. not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers investments in highly liquid instruments with a maturity of three not August 31 May 31, 2018. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. As of August 31, 2018 May 31, 2018, $676,000. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, other receivables, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value. As defined in ASC 820, 820 1 3 The three 820 ● Level 1 1 ● Level 2 1, 2 ● Level 3 may |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share (“EPS”) Basic EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of convertible notes. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares, The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Three Months Ended August 31, 2018 2017 Convertible notes 700,000 3,125,000 Stock options 5,520,834 7,437,500 Warrants 7,022,307 10,961,204 Potentially dilutive securities 13,243,141 21,523,704 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation In computing the impact, the fair value of each option and/or warrant is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. During the three August 31, 2018, 1,000,000 $554,750 900,000 $927,000 Stock based compensation expense for the three August 31, 2018 2017 $1,481,750 $236,320, Stock based compensation expense related to stock options for the three August 31, 2018 2017 $0 $244,060, |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the allowance for doubtful accounts, the useful life of plant and equipment, valuation of goodwill for impairment, and intangible assets, deferred tax asset and valuation allowance, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the related assets, generally three fifteen |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets The Company periodically reviews the carrying value of intangible assets not may 3 one |
Derivatives, Policy [Policy Text Block] | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for “Accounting for Derivative Instruments and Hedging Activities.” Accounting standards generally provides three three not not The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not ASC 815 40 not |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements On February 25, 2016, No. 2016 02, 842 December 15, 2018, In August 2015, 2015 14, Revenue from Contracts with Customers (Topic 606 Deferral of the Effective Date, 2014 09 one December 15, 2017, December 15, 2016, 2014 09 August 31, 2018 June 1, 2018. 3. On May 10, 2017, 2017 09 718 December 15, 2017. 2017 09 not In January 2017, 2017 01, 805 December 15, 2017, June 1, 2018. 2017 01 not In August 2016, 2016 15, 230 2016 15 first 2019. 2016 15 not All newly issued but not not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended August 31, 2018 2017 Convertible notes 700,000 3,125,000 Stock options 5,520,834 7,437,500 Warrants 7,022,307 10,961,204 Potentially dilutive securities 13,243,141 21,523,704 |
Note 3 - Revenues (Tables)
Note 3 - Revenues (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | As of August 31, 2018 Recognition Under Previous Guidance Impact of the Adoption of ASC Topic 606 Recognition Under ASC Topic 606 Contract assets (previously presented as cost in excess of billings) $ 1,549,825 $ (1,075,827 ) $ 473,998 Warranty reverse (previously included with billings in excess of costs) 20,381 190,213 210,594 Contract liabilities (previously presented as billings in excess of costs) 764,397 (705,012 ) 59,385 Accumulated deficit (68,161,689 ) (561,028 ) (67,600,661 ) Net Cash (Used in) Operating Activities (2,369,738 ) - (2,369,738 ) Net Cash Provided by Financing Activities 2,327,669 - 2,327,669 |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended August 31, 2018 2017 Net revenue $ 6,296,052 $ 7,117,977 Net loss $ (7,606,109 ) $ (5,786,206 ) |
Note 5 - Intangible Assets an_2
Note 5 - Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Beginning balance, May 31, 2018 $ 13,039,399 Acquisitions — Accumulated impairment losses — Ending balance, August 31, 2018 $ 13,039,399 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Three Months Ended August 31, 2018 IP/Technology Customer Relationships Tradenames Non-Compete Total Identifiable intangible assets, gross $ 440,950 $ 204,816 $ 858,247 $ 10,400 $ 1,514,413 Impairment losses - - - - - Accumulated amortization (175,376 ) (186,093 ) (294,276 ) (3,291 ) (659,036 ) Identifiable intangible assets, net $ 265,574 $ 18,723 $ 563,971 $ 7,109 $ 855,377 Year Ended May 31, 2018 IP/Technology Customer Relationships Tradenames Non-Compete Total Identifiable intangible assets, gross $ 739,000 $ 853,000 $ 1,171,600 $ 10,400 $ 2,774,000 Impairment losses (298,050 ) (648,184 ) (313,353 ) - (1,259,587 ) Accumulated amortization (157,950 ) (184,817 ) (253,847 ) (2,817 ) (599,430 ) Identifiable intangible assets, net $ 283,000 $ 19,999 $ 604,400 $ 7,583 $ 914,983 |
Note 6 - Accrued Expenses (Tabl
Note 6 - Accrued Expenses (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | August 31, May 31, 2018 201 8 Accrued interest payable 274,103 281,719 Accrued payroll 149,354 134,508 Accrued common stock payable for note extension and waiver - 963,900 Accrued common stock payable for investor relations - 439,550 Accrued other 250,279 530,321 $ 673,736 $ 2,349,948 |
Note 7 - Warranty Reserve (Tabl
Note 7 - Warranty Reserve (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Product Warranty Liability [Table Text Block] | Beginning balance, May 31, 2018 $ 190,213 Accrual for warranties issued 20,381 Settlements made - Ending balance, August 31, 2018 $ 210,594 |
Note 8 - Convertible Debentur_2
Note 8 - Convertible Debentures and Notes Payable (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Convertible Debt [Table Text Block] | August 31, 2018 May 31, 2018 10% Convertible note payable, dated June 19, 2018, due June 19, 2019 $ 150,000 $ - 9% Convertible note payable, dated June 29, 2018, due December 29, 2018 247,450 - 9% Convertible note payable due June 29, 2018, due December 29, 2018 452,550 - Convertible notes repaid, transferred or converted to common stock during the three months ended August 31, 2018 - 3,567,670 $ 850,000 $ 3,567,670 |
Schedule of Debt [Table Text Block] | August 31, 2018 May 31, 2018 Notes payable dated 2011, currently in default, at interest of 0% to 16% $ 91,020 $ 91,020 Notes payable dated 2011, currently in default, at interest of 8% 124,812 124,812 Note payable, dated August 11, 2016, currently in default, with interest of 12% 150,000 150,000 Note payable, dated January 15, 2016, repaid on August 16, 2018 - 60,000 Note payable, dated March 31, 2016, currently in default,with interest at 12% 10,000 10,000 Note payable, dated May 6, 2016, currently in default, with interest at 12% 10,000 10,000 Note payable, dated April 20, 2018, due November 30, 2018, with interest at 10% 50,000 50,000 Note payable, dated March 1, 2017, currently in default, with interest at 12% 100,000 100,000 $ 535,832 $ 595,832 |
Note 10 - Stock-based Compens_2
Note 10 - Stock-based Compensation (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Share-based Compensation, Activity [Table Text Block] | Weighted Average Shares Exercise Price Outstanding at May 31, 2018 6,520,834 $ 1.12 Granted - - Exercised - - Expired or cancelled (1,300,000 ) 0.60 Outstanding at August 31, 2018 5,220,834 $ 1.24 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted- Weighted- Average Average Range of Outstanding Remaining Life Exercise Number exercise prices Options In Years Price Exercisable $ 0.60 1,000,000 7.65 $ 0.60 1,000,000 1.00 1,025,000 4.29 1.00 1,025,000 1.20 1,562,500 6.33 1.20 1,562,500 1.50 541,667 8.66 1.50 541,667 2.00 1,091,667 6.23 2.00 1,091,667 5,220,834 6.40 $ 1.24 5,520,834 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding at May 31, 2018 7,260,641 $ 1.15 Granted 900,000 0.60 Exercised (300,000 ) 0.60 Expired or cancelled (838,334 ) 2.00 Outstanding at August 31, 2018 7,022,307 $ 0.92 |
Schedule of Other Share-based Compensation, Activity [Table Text Block] | Outstanding and exercisable Weighted- Weighted- Range of Average Average Exercise Number Remaining Life Exercise Number Prices Outstanding in Years Price Exercisable $ 0.60 1,208,928 4.72 $ 0.60 1,208,928 1.00 2,777,889 1.55 1.00 2,777,889 1.20 2,868,823 0.99 1.20 2,868,823 2.00 166,667 0.66 2.00 166,667 7,022,307 1.09 $ 0.95 7,022,307 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | For the twelve-month period ended August 31, Office Rent 2019 $ 73,496 2020 68,548 2021 70,600 2022 - Thereafter - $ 212,644 |
Note 12 - Concentrations of C_2
Note 12 - Concentrations of Credit Risk (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Customer 1 57 % Customer 2 41 % Customer 1 93 % Customer 1 50 % Customer 2 24 % Customer 1 96 % |
Note 14 - Business Segment In_2
Note 14 - Business Segment Information (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Arkados SES Total Three Months Ended August 31, 2018 Net sales $ - $ 845,482 $ 845,482 Loss from operations $ (1,438,180 ) $ (514,624 ) $ (1,952,804 ) Three Months Ended August 31, 2017 Net sales $ - $ 5,278,041 $ 5,278,041 Income (loss) from operations $ (1,018,391 ) $ 222,599 $ (795,792 ) Total Assets August 31, 2018 $ 203,951 $ 15,676,143 $ 15,030,533 May 31, 2018 $ 99,149 $ 15,570,902 $ 15,670,051 |
Note 1 - Description of Busin_2
Note 1 - Description of Business and Basis of Presentation (Details Textual) | Oct. 16, 2018shares | Oct. 09, 2018shares | Sep. 20, 2018USD ($)$ / sharesshares | Jun. 28, 2018USD ($)$ / sharesshares | Jun. 30, 2018shares | Aug. 31, 2018USD ($)$ / shares | Aug. 31, 2017USD ($) | Aug. 31, 2018USD ($)$ / shares | Sep. 18, 2018USD ($)$ / shares | May 31, 2018USD ($) |
Number of Subsidiaries | 2 | |||||||||
Net Income (Loss) Attributable to Parent, Total | $ (5,056,576) | $ (3,808,537) | $ (68,000,000) | |||||||
Repayments of Convertible Debt | $ 3,400,000 | 3,400,000 | ||||||||
Proceeds from Convertible Debt | $ 50,000 | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,200,000 | 1,500,000 | ||||||||
Convertible Debt, Total | $ 850,000 | $ 850,000 | $ 3,567,670 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.95 | $ 0.95 | ||||||||
Subsequent Event [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 70,700 | 100,000 | ||||||||
Subsequent Event [Member] | Buyer Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 600,000 | |||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |||||||||
Existing Noteholders [Member] | ||||||||||
Proceeds from Issuance of Debt | $ 2,500,000 | |||||||||
The Buyer [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from Convertible Debt | $ 400,000 | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 100,000 | |||||||||
Note Purchase Agreement [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||
Proceeds from Convertible Debt | $ 5,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||
Convertible Debt, Total | $ 440,000 | |||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||
Debt Instrument, Face Amount | 440,000 | $ 440,000 | ||||||||
Convertible Debt, Total | 440,000 | |||||||||
Debt Instrument, Unamortized Discount, Total | $ 40,000 | $ 40,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||
Debt Instrument, Maximum Percent of Increase in Principal Balance Upon Default | 140.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.60 | $ 0.60 | ||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | Within First 90 Days of Issuance [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | After 90 Days of Issuance [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage | 120.00% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | Aug. 11, 2017 | Jun. 01, 2017 | Jun. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | May 31, 2018 |
Cash Equivalents, at Carrying Value, Total | $ 0 | $ 0 | ||||
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | $ 676,000 | $ 676,000 | ||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | 160,000 | 400,000 | 1,000,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 152,000 | $ 554,750 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 900,000 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 927,000 | |||||
Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Allocated Share-based Compensation Expense, Net of Tax | $ 1,481,750 | $ 236,320 | ||||
Selling, General and Administrative Expenses [Member] | Employee Stock Option [Member] | ||||||
Allocated Share-based Compensation Expense, Net of Tax | $ 0 | $ 244,060 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Potentially dilutive securities (in shares) | 13,243,141 | 21,523,704 |
Convertible Debt Securities [Member] | ||
Potentially dilutive securities (in shares) | 700,000 | 3,125,000 |
Employee Stock Option [Member] | ||
Potentially dilutive securities (in shares) | 5,520,834 | 7,437,500 |
Warrant [Member] | ||
Potentially dilutive securities (in shares) | 7,022,307 | 10,961,204 |
Note 3 - Revenues (Details Text
Note 3 - Revenues (Details Textual) - USD ($) | Aug. 31, 2018 | Jun. 01, 2018 | May 31, 2018 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (67,600,661) | $ (61,983,057) | |
Contract with Customer, Asset, Net, Current, Total | 473,998 | 1,171,559 | |
Contract with Customer, Liability, Current | 59,385 | 718,320 | |
Standard Product Warranty Accrual, Current | 210,594 | ||
Contract with Customer, Asset, Accumulated Allowance for Credit Loss | 125,674 | ||
Standard Product Warranty Accrual, Ending Balance | 210,594 | $ 190,213 | |
Revenue, Remaining Performance Obligation, Amount | $ 2,768,406 | ||
Accounting Standards Update 2014-09 [Member] | |||
Retained Earnings (Accumulated Deficit), Ending Balance | $ (561,028) | ||
Contract with Customer, Asset, Net, Current, Total | (1,075,827) | ||
Contract with Customer, Liability, Current | (705,012) | ||
Standard Product Warranty Accrual, Current | $ 190,213 |
Note 3 - Revenues - Impact of N
Note 3 - Revenues - Impact of New Standard on Condensed Consolidated Balance Sheet (Details) - USD ($) | 3 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Jun. 01, 2018 | May 31, 2018 | |
Contract with Customer, Asset, Net, Current, Total | $ 473,998 | $ 1,171,559 | ||
Standard Product Warranty Accrual, Current | 210,594 | |||
Contract with Customer, Liability, Current | 59,385 | 718,320 | ||
Accumulated deficit | (67,600,661) | $ (61,983,057) | ||
Net Cash (Used in) Operating Activities | (2,369,738) | $ 730,024 | ||
Net Cash Provided by Financing Activities | 2,327,669 | $ (368,000) | ||
Accounting Standards Update 2014-09 [Member] | ||||
Contract with Customer, Asset, Net, Current, Total | $ (1,075,827) | |||
Standard Product Warranty Accrual, Current | 190,213 | |||
Contract with Customer, Liability, Current | (705,012) | |||
Accumulated deficit | $ (561,028) | |||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||
Contract with Customer, Asset, Net, Current, Total | 1,549,825 | |||
Standard Product Warranty Accrual, Current | 20,381 | |||
Contract with Customer, Liability, Current | 764,397 | |||
Accumulated deficit | (68,161,689) | |||
Net Cash (Used in) Operating Activities | (2,369,738) | |||
Net Cash Provided by Financing Activities | 2,327,669 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Contract with Customer, Asset, Net, Current, Total | (1,075,827) | |||
Standard Product Warranty Accrual, Current | 190,213 | |||
Contract with Customer, Liability, Current | (705,012) | |||
Accumulated deficit | (561,028) | |||
Net Cash (Used in) Operating Activities | ||||
Net Cash Provided by Financing Activities |
Note 4 - Acquisitions - Pro For
Note 4 - Acquisitions - Pro Forma Information (Unaudited) (Details) - Merger Agreement with Iota Networks, LLC [Member] - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Net revenue | $ 6,296,052 | $ 7,117,977 |
Net loss | $ (7,606,109) | $ (5,786,206) |
Note 5 - Intangible Assets an_3
Note 5 - Intangible Assets and Goodwill (Details Textual) xbrli-pure in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2018USD ($) | Aug. 31, 2017USD ($) | May 31, 2018USD ($) | |
Number of Businesses Acquired | 0 | ||
Impairment of Intangible Assets, Finite-lived | $ 1,259,587 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 255 days | ||
Amortization of Intangible Assets, Total | $ 59,606 | $ 138,330 | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 230,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 230,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 230,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 230,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 230,000 |
Note 5 - Intangible Assets an_4
Note 5 - Intangible Assets and Goodwill - Schedule of Goodwill (Details) | 3 Months Ended |
Aug. 31, 2018USD ($) | |
Balance | $ 13,039,399 |
Acquisitions | |
Accumulated impairment losses | |
Balance | $ 13,039,399 |
Note 5 - Intangible Assets an_5
Note 5 - Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Identifiable intangible assets, gross | $ 1,514,413 | $ 2,774,000 |
Impairment losses | (1,259,587) | |
Accumulated amortization | (659,036) | (599,430) |
Identifiable intangible assets, net | 855,377 | 914,983 |
Technology-Based Intangible Assets [Member] | ||
Identifiable intangible assets, gross | 440,950 | 739,000 |
Impairment losses | (298,050) | |
Accumulated amortization | (175,376) | (157,950) |
Identifiable intangible assets, net | 265,574 | 283,000 |
Customer Relationships [Member] | ||
Identifiable intangible assets, gross | 204,816 | 853,000 |
Impairment losses | (648,184) | |
Accumulated amortization | (186,093) | (184,817) |
Identifiable intangible assets, net | 18,723 | 19,999 |
Trade Names [Member] | ||
Identifiable intangible assets, gross | 858,247 | 1,171,600 |
Impairment losses | (313,353) | |
Accumulated amortization | (294,276) | (253,847) |
Identifiable intangible assets, net | 563,971 | 604,400 |
Noncompete Agreements [Member] | ||
Identifiable intangible assets, gross | 10,400 | 10,400 |
Impairment losses | ||
Accumulated amortization | (3,291) | (2,817) |
Identifiable intangible assets, net | $ 7,109 | $ 7,583 |
Note 6 - Accrued Expenses - Acc
Note 6 - Accrued Expenses - Accounts Payable and Accrued Expenses (Details) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Accrued interest payable | $ 274,103 | $ 281,719 |
Accrued payroll | 149,354 | 134,508 |
Accrued common stock payable for note extension and waiver | 963,900 | |
Accrued common stock payable for investor relations | 439,550 | |
Accrued other | 250,279 | 530,321 |
$ 673,736 | $ 2,349,948 |
Note 7 - Warranty Reserve (Deta
Note 7 - Warranty Reserve (Details Textual) - USD ($) | 3 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | May 31, 2018 | |
Standard Product Warranty Accrual, Ending Balance | $ 210,594 | $ 190,213 | |
Product Warranty Expense | $ 20,381 | $ 0 |
Note 7 - Warranty Reserve - War
Note 7 - Warranty Reserve - Warranty Reserve (Details) | 3 Months Ended |
Aug. 31, 2018USD ($) | |
Beginning balance, May 31, 2018 | $ 190,213 |
Accrual for warranties issued | 20,381 |
Settlements made | |
Ending balance, August 31, 2018 | $ 210,594 |
Note 8 - Convertible Debentur_3
Note 8 - Convertible Debentures and Notes Payable (Details Textual) | Jul. 30, 2018USD ($)$ / sharesshares | Jul. 22, 2018shares | Jun. 28, 2018USD ($)$ / sharesshares | Jun. 22, 2018shares | Jun. 19, 2018USD ($) | May 31, 2018USD ($)$ / sharesshares | May 22, 2018shares | Apr. 30, 2018USD ($)shares | Apr. 22, 2018shares | Mar. 22, 2018shares | Mar. 15, 2018USD ($)$ / sharesshares | Mar. 09, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 23, 2018USD ($)$ / sharesshares | Aug. 29, 2017$ / sharesshares | May 16, 2017$ / sharesshares | Apr. 21, 2017USD ($)$ / sharesshares | Aug. 31, 2018USD ($)$ / shares | Jul. 31, 2018USD ($) | Jun. 30, 2018shares | Aug. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($)shares | May 31, 2018USD ($)$ / shares | May 01, 2017USD ($)$ / shares | Aug. 31, 2016 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.95 | $ 0.95 | ||||||||||||||||||||||||
Convertible Debt, Total | $ 3,567,670 | $ 850,000 | $ 850,000 | $ 3,567,670 | ||||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,200,000 | 1,500,000 | ||||||||||||||||||||||||
Interest Expense, Debt, Total | 2,925,195 | 610,577 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 46,136 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Repayments of Convertible Debt | $ 3,400,000 | $ 3,400,000 | ||||||||||||||||||||||||
Debt Instrument, Amount Exchanged | $ 1,113,437 | |||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
Employment Agreement, Yearly Pay | $ 120,000 | |||||||||||||||||||||||||
SRE Holdings, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Settlement Agreement and Release, Percentage of Preferred Stock That May Be Redeemed | 100.00% | 100.00% | ||||||||||||||||||||||||
Settlement Agreement and Release, Preferred Stock Redemption Allowed, Amount | $ 100 | $ 100 | ||||||||||||||||||||||||
Warrants Issued in Connection with the Exchange of Debt [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.38 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 900,000 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
SBI [Member] | Warrants Issued in Connection with Note One [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.578 | |||||||||||||||||||||||||
Class of Warrant or Right, Issued in Period | shares | 29,464 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
L2 [Member] | Warrants Issued in Connection with Note Two [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Class of Warrant or Right, Issued in Period | shares | 29,464 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
Existing Noteholders [Member] | ||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 2,500,000 | |||||||||||||||||||||||||
Existing Noteholders [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | |||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 2,500,000 | |||||||||||||||||||||||||
Spectrum [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,038,712 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,038,712 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||
AIP Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | shares | 150,001 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | $ 0.80 | ||||||||||||||||||||||||
Other Noncash Expense | 594,583 | |||||||||||||||||||||||||
10% Promissory Note Due January 15, 2017 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||
The 10% Secured Convertible Promissory Notes [Member] | AIP Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | |||||||||||||||||||||||||
Ten Percent Secured Convertible Promissory Notes 1 [Member] | AIP Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 1,052,539 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Number of Shares of Common Stock Exchanged for Extension of Debt Instrument Maturity Date | shares | 3,000,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Value of Common Stock Exchanged for Extension of Debt Instrument Maturity Date | $ 963,900 | |||||||||||||||||||||||||
Nine Percent Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 200,000 | 200,000 | 200,000 | 100,000 | 100,000 | |||||||||||||||||||||
Nine Percent Convertible Promissory Notes [Member] | Private Placement [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 899,999 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | $ 512,786 | ||||||||||||||||||||||||
Conversion Price, Percent of Lowest Trading Price | 60.00% | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,279,998 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights, Maximum Percentage | 75.00% | |||||||||||||||||||||||||
Class of Warrant or Right, Term | 5 years | |||||||||||||||||||||||||
Convertible Debt, Total | 859,999 | $ 859,999 | 859,999 | 859,999 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | $ 0 | 0 | 0 | $ 0 | ||||||||||||||||||||||
Nine Percent Convertible Promissory Notes [Member] | Private Placement [Member] | L2 Capital LLC [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 447,552 | |||||||||||||||||||||||||
Class of Warrant or Right Exercised in Period | shares | 831,168 | |||||||||||||||||||||||||
Nine Percent Two Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||
Conversion Price, Percent of Lowest Trading Price | 40.00% | |||||||||||||||||||||||||
Convertible Debt, Total | 700,000 | 700,000 | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 700,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 900,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,200,000 | |||||||||||||||||||||||||
Interest Expense, Debt, Total | $ 740,032 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | |||||||||||||||||||||||||
Convertible Note Payable Due October 18, 2018 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 237,600 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 202,626 | |||||||||||||||||||||||||
Class of Warrant or Right, Term | 3 years | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | 105,849 | $ 105,849 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 396,000 | |||||||||||||||||||||||||
Conversion of Stock, Conversion Price | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 30,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Issued in Period | shares | 300,000 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 20,000 | |||||||||||||||||||||||||
Debt Issuance Costs, Net, Total | 17,600 | |||||||||||||||||||||||||
Proceeds from Issuance of Debt | 200,000 | |||||||||||||||||||||||||
Convertible Note Payable Due October 18, 2018 [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 165,026 | |||||||||||||||||||||||||
Convertible Note Payable Due February 2, 2019 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||
Conversion Price, Percent of Lowest Trading Price | 60.00% | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | 84,681 | $ 84,681 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 3,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 120,142 | |||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 147,000 | |||||||||||||||||||||||||
Note One [Member] | SBI [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 115,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 6,313 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 11,500 | |||||||||||||||||||||||||
Debt, Original Issue Discount | $ 15,000 | |||||||||||||||||||||||||
Debt Instrument, Term | 180 days | |||||||||||||||||||||||||
Repayments of Debt | $ 11,500 | |||||||||||||||||||||||||
Note One, First Tranche [Member] | SBI [Member] | ||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 10,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 4,275 | |||||||||||||||||||||||||
Debt, Original Issue Discount | 1,500 | |||||||||||||||||||||||||
Note Two [Member] | L2 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,000 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | 6,587 | 6,587 | ||||||||||||||||||||||||
Debt, Original Issue Discount | $ 15,000 | |||||||||||||||||||||||||
Debt Instrument, Term | 180 days | |||||||||||||||||||||||||
Repayments of Debt | $ 12,000 | |||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 5,000 | |||||||||||||||||||||||||
Debt Instrument, Discount Related to Warrants | 12,000 | $ 12,000 | ||||||||||||||||||||||||
Note Two, First Tranche [Member] | L2 [Member] | ||||||||||||||||||||||||||
Proceeds from Convertible Debt | 10,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 4,293 | |||||||||||||||||||||||||
Debt, Original Issue Discount | 1,500 | |||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 500 | |||||||||||||||||||||||||
Senior Secured Promissory Note [Member] | SRE Holdings, LLC [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,000,000 | |||||||||||||||||||||||||
Note Payable Dated January 15, 2016 [Member] | ||||||||||||||||||||||||||
Repayments of Notes Payable | $ 60,000 | |||||||||||||||||||||||||
Convertible Note Payable Due June 19, 2019 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||
Conversion Price, Percent of Lowest Trading Price | 40.00% | |||||||||||||||||||||||||
Convertible Debt, Total | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 19, 2019 | |||||||||||||||||||||||||
Note Purchase Agreement [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 5,000,000 | |||||||||||||||||||||||||
Pledged Security Interest in Subsidiaries | 100.00% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | |||||||||||||||||||||||||
Replacement Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 |
Note 8 - Convertible Debentur_4
Note 8 - Convertible Debentures and Notes Payable - Convertible Debentures (Details) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
10% Convertible note payable, dated June 19, 2018, due June 19, 2019 | $ 850,000 | $ 3,567,670 |
Convertible Note Payable Due June 19, 2019 [Member] | ||
10% Convertible note payable, dated June 19, 2018, due June 19, 2019 | 150,000 | |
First Convertible Note Payable Due December 29, 2018 [Member] | ||
10% Convertible note payable, dated June 19, 2018, due June 19, 2019 | 247,450 | |
Second Convertible Note Payable Due December 29, 2018 [Member] | ||
10% Convertible note payable, dated June 19, 2018, due June 19, 2019 | 452,550 | |
Convertible Notes Repaid, Transferred or Converted to Common Stock [Member] | ||
10% Convertible note payable, dated June 19, 2018, due June 19, 2019 | $ 3,567,670 |
Note 8 - Convertible Debentur_5
Note 8 - Convertible Debentures and Notes Payable - Convertible Debentures (Details) (Parentheticals) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | May 31, 2018 | Jun. 19, 2018 | |
Convertible Note Payable Due June 19, 2019 [Member] | |||
Interest rate | 10.00% | 10.00% | |
Maturity date | Jun. 19, 2019 | ||
Second Convertible Note Payable Due December 29, 2018 [Member] | |||
Interest rate | 9.00% | ||
Maturity date | Dec. 29, 2018 |
Note 8 - Convertible Debentur_6
Note 8 - Convertible Debentures and Notes Payable - Notes Payable (Details) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Notes payable | $ 535,832 | $ 595,832 |
First Note Payable Dated 2011 [Member] | ||
Notes payable | 91,020 | 91,020 |
Second Note Payable Dated 2011 [Member] | ||
Notes payable | 124,812 | 124,812 |
Note Payable Dated August 11, 2016 [Member] | ||
Notes payable | 150,000 | 150,000 |
Note Payable Dated January 15, 2016 [Member] | ||
Notes payable | 60,000 | |
Note Payable Dated March 31, 2016 [Member] | ||
Notes payable | 10,000 | 10,000 |
Note Payable Dated May 6, 2016 [Member] | ||
Notes payable | 10,000 | 10,000 |
Note Payable Dated April 20, 2018 [Member] | ||
Notes payable | 50,000 | 50,000 |
Note Payable Dated March 1, 2017 [Member] | ||
Notes payable | $ 100,000 | $ 100,000 |
Note 8 - Convertible Debentur_7
Note 8 - Convertible Debentures and Notes Payable - Notes Payable (Details) (Parentheticals) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2018 | May 31, 2018 | |
First Note Payable Dated 2011 [Member] | Minimum [Member] | ||
Interest rate | 0.00% | 0.00% |
First Note Payable Dated 2011 [Member] | Maximum [Member] | ||
Interest rate | 16.00% | 16.00% |
Second Note Payable Dated 2011 [Member] | ||
Interest rate | 8.00% | 8.00% |
Note Payable Dated August 11, 2016 [Member] | ||
Interest rate | 12.00% | 12.00% |
Note Payable Dated March 31, 2016 [Member] | ||
Interest rate | 12.00% | 12.00% |
Note Payable Dated May 6, 2016 [Member] | ||
Interest rate | 12.00% | 12.00% |
Note Payable Dated April 20, 2018 [Member] | ||
Interest rate | 10.00% | 10.00% |
Maturity date | Nov. 30, 2018 | Nov. 30, 2018 |
Note Payable Dated March 1, 2017 [Member] | ||
Interest rate | 12.00% | 12.00% |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Details Textual) - USD ($) | Jun. 28, 2018 | Aug. 29, 2017 | Aug. 11, 2017 | Jun. 01, 2017 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Aug. 28, 2017 | May 01, 2017 | Apr. 28, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred Stock, Shares Issued, Total | 0 | 0 | 0 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | 160,000 | 400,000 | 1,000,000 | ||||||||
Share Price | $ 124,000 | $ 112,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | $ 0.95 | ||||||||||
Stock Issued During Period, Shares, Issued for Extending Debt | 850,000 | |||||||||||
Stock Issued During Period, Value, Extension of Maturity Dates | $ 276,250 | |||||||||||
Stock Issued During Period, Extension of Requirement Date | 2,999,999 | |||||||||||
Stock Issued During Period, Value, Extension of Requirement Date | $ 963,900 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 152,000 | $ 554,750 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,200,000 | 1,500,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 555,000 | |||||||||||
Maximum Proceeds from Additional Funding | $ 2,500,000 | |||||||||||
Stock Issued During the Period, Shares, Payment of Fees and Expenses | 250,000 | |||||||||||
Stock Issued During the Period, Value, Payment of Fees and Expenses | $ 92,500 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 396,000 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 237,600 | |||||||||||
Preferred Stock, Shares Outstanding, Ending Balance | 0 | 0 | 0 | |||||||||
Employees and a Consultant [Member] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 900,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 927,000 | |||||||||||
Conversion of Related Party Convertible Notes into Common Stock [Member] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,038,712 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,038,712 | |||||||||||
Debt Conversion, Converted Instrument, Price Per Share | $ 1 | |||||||||||
AIP Note Purchase Agreement [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 0.80 | ||||||||||
Other Noncash Expense | $ 594,583 | |||||||||||
Warrants Issued in Connection with AIP Financing [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 0.80 | ||||||||||
AIP Note Purchase Agreement [Member] | ||||||||||||
Stock Issued During Period, Shares, Issued for Monetary Penalty | 150,001 | |||||||||||
Noteholder 1 [Member] | ||||||||||||
Stock Issued During Period, Shares, Settlement of Debt | 424,200 | |||||||||||
Stock Issued During Period, Value, Settlement of Debt | $ 156,954 | |||||||||||
Debt Settled with Equity, Amount | $ 424,200 | |||||||||||
Noteholder 1 [Member] | Warrants Issued for Repayment of Debt [Member] | ||||||||||||
Class of Warrant or Right, Issued in Period | 318,150 | |||||||||||
Noteholder 2 [Member] | ||||||||||||
Stock Issued During Period, Shares, Settlement of Debt | 775,800 | |||||||||||
Stock Issued During Period, Value, Settlement of Debt | $ 294,804 | |||||||||||
Debt Settled with Equity, Amount | $ 775,800 | |||||||||||
Noteholder 2 [Member] | Warrants Issued for Repayment of Debt [Member] | ||||||||||||
Class of Warrant or Right, Issued in Period | 581,850 | |||||||||||
First Consultant [Member] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 299,750 | |||||||||||
Second Consultant [Member] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 103,000 | |||||||||||
Warrant Holder [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | 300,000 | ||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 192,453 | |||||||||||
The 4% Series A Convertible Preferred Stock [Member] | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 4.00% |
Note 10 - Stock-based Compens_3
Note 10 - Stock-based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Jun. 28, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.39 | |||
Class of Warrant or Right, Outstanding | 7,022,307 | 7,022,307 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | $ 0.95 | ||
Warrant Holder [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | 300,000 | ||
Stock Issued During Period, Shares, Warrants Exercised | 192,453 | |||
Warrants Issued in Connection with the Exchange of Debt [Member] | ||||
Class of Warrant or Right, Outstanding | 900,000 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.38 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | |||
Minimum [Member] | ||||
Class of Warrant or Right, Term | 3 years | |||
Maximum [Member] | ||||
Class of Warrant or Right, Term | 5 years | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Allocated Share-based Compensation Expense, Total | $ 0 | $ 244,060 | ||
Future Compensation Cost Related to Nonvested | $ 0 | $ 0 | ||
Employee Stock Option [Member] | The 2017 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | 10,000,000 | ||
Share Based Compensation Arrangement by Share Based Payment Award, Exercisable Period | 10 years | |||
Employee Stock Option [Member] | The 2017 Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement by Share Based Payment Award, Exercisable Period | 3 years | |||
Employee Stock Option [Member] | The 2017 Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement by Share Based Payment Award, Exercisable Period | 10 years |
Note 10 - Stock-based Compens_4
Note 10 - Stock-based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Outstanding, beginning balance (in shares) | shares | 6,520,834 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 1.12 |
Granted (in shares) | shares | 0 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | |
Exercised (in shares) | shares | |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | |
Expired or cancelled (in shares) | shares | (1,300,000) |
Expired or cancelled, weighted average exercise price (in dollars per share) | $ / shares | $ 0.60 |
Outstanding, ending balance (in shares) | shares | 5,220,834 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 1.24 |
Note 10 - Stock-based Compens_5
Note 10 - Stock-based Compensation - Summary of Information Related to Options by Exercise Price Range (Details) | 3 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Shares outstanding (in shares) | 5,220,834 |
Weighted-average remaining life (Year) | 6 years 146 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 1.24 |
Number exercisable (in shares) | 5,520,834 |
Exercise Price Range One [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 0.60 |
Shares outstanding (in shares) | 1,000,000 |
Weighted-average remaining life (Year) | 7 years 237 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 0.60 |
Number exercisable (in shares) | 1,000,000 |
Exercise Price Range Two [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 1 |
Shares outstanding (in shares) | 1,025,000 |
Weighted-average remaining life (Year) | 4 years 105 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 1 |
Number exercisable (in shares) | 1,025,000 |
Exercise Price Range Three [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 1.20 |
Shares outstanding (in shares) | 1,562,500 |
Weighted-average remaining life (Year) | 6 years 120 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 1.20 |
Number exercisable (in shares) | 1,562,500 |
Exercise Price Range Four [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 1.50 |
Shares outstanding (in shares) | 541,667 |
Weighted-average remaining life (Year) | 8 years 240 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 1.50 |
Number exercisable (in shares) | 541,667 |
Exercise Price Range Five [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 2 |
Shares outstanding (in shares) | 1,091,667 |
Weighted-average remaining life (Year) | 6 years 83 days |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 2 |
Number exercisable (in shares) | 1,091,667 |
Note 10 - Stock-based Compens_6
Note 10 - Stock-based Compensation - Summary of Warrant Activity (Details) | 3 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Outstanding, ending balance (in shares) | shares | 7,022,307 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.95 |
Warrants [Member] | |
Outstanding, beginning balance (in shares) | shares | 7,260,641 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 1.15 |
Class of Warrant or Right, Issued in Period | shares | 900,000 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0.60 |
Exercised (in shares) | shares | (300,000) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0.60 |
Expired or cancelled (in shares) | shares | (838,334) |
Expired or cancelled, weighted average exercise price (in dollars per share) | $ / shares | $ 2 |
Outstanding, ending balance (in shares) | shares | 7,022,307 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.92 |
Note 10 - Stock-based Compens_7
Note 10 - Stock-based Compensation - Summary of Information Related to Warrants Outstanding and Exercisable by Exercise Price Range (Details) | 3 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Exercise price (in dollars per share) | $ / shares | $ 0.95 |
Class of Warrant or Right, Outstanding | shares | 7,022,307 |
Weighted-average remaining life (Year) | 1 year 32 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.95 |
Number exercisable (in shares) | shares | 7,022,307 |
Exercise Price Range One [Member] | |
Exercise price (in dollars per share) | $ / shares | $ 0.60 |
Class of Warrant or Right, Outstanding | shares | 1,208,928 |
Weighted-average remaining life (Year) | 4 years 262 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 |
Number exercisable (in shares) | shares | 1,208,928 |
Exercise Price Range Two [Member] | |
Exercise price (in dollars per share) | $ / shares | $ 1 |
Class of Warrant or Right, Outstanding | shares | 2,777,889 |
Weighted-average remaining life (Year) | 1 year 200 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 |
Number exercisable (in shares) | shares | 2,777,889 |
Exercise Price Range Three [Member] | |
Exercise price (in dollars per share) | $ / shares | $ 1.20 |
Class of Warrant or Right, Outstanding | shares | 2,868,823 |
Weighted-average remaining life (Year) | 361 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.20 |
Number exercisable (in shares) | shares | 2,868,823 |
Exercise Price Range Four [Member] | |
Exercise price (in dollars per share) | $ / shares | $ 2 |
Class of Warrant or Right, Outstanding | shares | 166,667 |
Weighted-average remaining life (Year) | 240 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 |
Number exercisable (in shares) | shares | 166,667 |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details Textual) | Aug. 15, 2018USD ($) | Sep. 08, 2017USD ($) | Jan. 15, 2017USD ($) | Jan. 15, 2015USD ($) | May 31, 2016USD ($) | Aug. 31, 2018USD ($)ft² | Aug. 31, 2017USD ($) |
Lessee, Monthly Rental Payment | $ 2,034 | $ 1,874 | |||||
Lessee, Operating Lease, Renewal Term | 1 year | ||||||
Prepaid Expense, Current, Total | $ 7,166 | ||||||
Operating Leases, Rent Expense, Net, Total | $ 14,616 | $ 27,166 | |||||
Subcontractor Lawsuit [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 255,000 | ||||||
Joseph Gunnar & Co. LLC Litigation Case [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 262,500 | ||||||
Litigation Settlement, Amount Awarded to Other Party | $ 150,000 | ||||||
SES [Member] | |||||||
Area of Real Estate Property | ft² | 1,850 | ||||||
Average Annual Rent Payment | $ 57,300 | ||||||
Lessee, Operating Lease, Term of Contract | 5 years 120 days | ||||||
Lessee Leasing Arrangements, Operating Leases, Monthly Base Rent Payment For Ten Months After the First Two Months | $ 5,176 | ||||||
Lessee Leasing Arrangements, Operating Leases, Monthly Base Rent Payment Between the Sixty-One and Sixty-Four Months | $ 6,000 |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies - Future Minimum Rental Commitments (Details) | Aug. 31, 2018USD ($) |
2,019 | $ 73,496 |
2,020 | 68,548 |
2,021 | 70,600 |
2,022 | |
Thereafter | |
$ 212,644 |
Note 12 - Concentrations of C_3
Note 12 - Concentrations of Credit Risk (Details Textual) | 3 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | May 31, 2018 | |
Number of Financial Institutions | 2 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||
Concentration Risk, Percentage | 98.00% | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 93.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||
Concentration Risk, Percentage | 74.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 96.00% |
Note 12 - Concentrations of C_4
Note 12 - Concentrations of Credit Risk - Concentrations of Credit Risk (Details) - Customer Concentration Risk [Member] | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Sales Revenue, Net [Member] | Customer One [Member] | ||
Concentration risk, percentage | 57.00% | 93.00% |
Sales Revenue, Net [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 41.00% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk, percentage | 50.00% | 96.00% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration risk, percentage | 24.00% |
Note 14 - Business Segment In_3
Note 14 - Business Segment Information (Details Textual) | 3 Months Ended |
Aug. 31, 2018 | |
Number of Operating Segments | 2 |
Note 14 - Business Segment In_4
Note 14 - Business Segment Information - Operating Results for Business Segments (Details) - USD ($) | 3 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | May 31, 2018 | |
Net sales | $ 845,482 | $ 5,278,041 | |
Loss from operations | (1,952,804) | (795,792) | |
Total assets | 15,030,533 | $ 15,670,051 | |
Arkados [Member] | |||
Net sales | |||
Loss from operations | (1,438,180) | (1,018,391) | |
Total assets | 203,951 | 99,149 | |
SES [Member] | |||
Net sales | 845,482 | 5,278,041 | |
Loss from operations | (514,624) | $ 222,599 | |
Total assets | $ 15,676,143 | $ 15,570,902 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) | Oct. 16, 2018shares | Oct. 09, 2018shares | Oct. 03, 2018$ / sharesshares | Sep. 20, 2018USD ($)$ / sharesshares | Sep. 05, 2018USD ($)$ / sharesshares | Jul. 30, 2018USD ($)$ / sharesshares | Jun. 28, 2018shares | Jun. 30, 2018shares | Aug. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($) | Sep. 18, 2018USD ($)$ / sharesshares | Sep. 06, 2018shares | May 31, 2018USD ($)shares |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.95 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,200,000 | 1,500,000 | |||||||||||
Common Stock, Shares, Issued, Total | 43,434,034 | 29,106,870 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||||||||||
Proceeds from Convertible Debt | $ | $ 50,000 | ||||||||||||
Convertible Debt, Total | $ | $ 850,000 | $ 3,567,670 | |||||||||||
Common Stock, Shares, Outstanding, Ending Balance | 43,434,034 | 29,106,870 | |||||||||||
Spectrum [Member] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 5,038,712 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,038,712 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 70,700 | 100,000 | |||||||||||
Stock Issued During Period, Shares, Waiver of Default of Note Payable | 129,300 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.89 | ||||||||||||
Common Stock, Shares, Issued, Total | 38,390,322 | 196,570,322 | |||||||||||
Common Stock Retained by Pre-Merger Stockholders | 43,429,034 | ||||||||||||
Post-Merger Ownership Percentage | 19.60% | ||||||||||||
Common Stock, Shares, Outstanding, Ending Balance | 38,390,322 | 196,570,322 | |||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||
Employment Agreement, Term | 2 years | ||||||||||||
Employment Agreement, Automatic Renewal Period | 1 year | ||||||||||||
Employment Agreement, Annual Base Salary | $ | $ 450,000 | ||||||||||||
Employment Agreement, Maximum Semi-Annual Bonus Percentage of Base Salary | 100.00% | ||||||||||||
Employment Agreement, Minimum Period of End of Term Notice | 90 days | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | The 2017 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Equal Quarterly Vesting Installments | 16 | ||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||
Employment Agreement, Term | 2 years | ||||||||||||
Employment Agreement, Automatic Renewal Period | 1 year | ||||||||||||
Employment Agreement, Annual Base Salary | $ | $ 375,000 | ||||||||||||
Employment Agreement, Maximum Semi-Annual Bonus Percentage of Base Salary | 100.00% | ||||||||||||
Employment Agreement, Minimum Period of End of Term Notice | 90 days | ||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | The 2017 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Equal Quarterly Vesting Installments | 16 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,000,000 | ||||||||||||
Subsequent Event [Member] | The Buyer [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||
Proceeds from Convertible Debt | $ | $ 400,000 | ||||||||||||
Subsequent Event [Member] | Merger Agreement with Iota Networks, LLC [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,281,494 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.3753 | ||||||||||||
Business Combination, Stock Exchange, Conversion Ratio | 1.5096 | ||||||||||||
Business Acquisition, Number of Common Shares Acquired | 90,925,518 | ||||||||||||
Business Acquisition, Number of Profit Participation Units Acquired | 14,559,737 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Exchanged in a Merger Agreement | 1,372,252 | ||||||||||||
Class of Warrant or Right, Term | 5 years | ||||||||||||
Subsequent Event [Member] | Merger Agreement with Iota Networks, LLC [Member] | Common Stock Issued for Common Equity Units [Member] | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 136,938,178 | ||||||||||||
Subsequent Event [Member] | Merger Agreement with Iota Networks, LLC [Member] | Common Stock Issued for Profit Performance Units [Member] | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 15,898,110 | ||||||||||||
Subsequent Event [Member] | Warrants Related to Convertible Note [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 600,000 | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||
Subsequent Event [Member] | Buyer Warrants [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 600,000 | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||
Convertible Debt, Total | $ | $ 440,000 | ||||||||||||
Convertible Promissory Note [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Face Amount | $ | $ 440,000 | $ 440,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||
Debt Instrument, Unamortized Discount, Total | $ | $ 40,000 | $ 40,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.60 | $ 0.60 | |||||||||||
Convertible Debt, Total | $ | $ 440,000 | ||||||||||||
Debt Instrument, Maximum Percent of Increase in Principal Balance Upon Default | 140.00% | ||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | ||||||||||||
Convertible Promissory Note [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | Within First 90 Days of Issuance [Member] | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||||
Convertible Promissory Note [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | After 90 Days of Issuance [Member] | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 120.00% |