Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2018 |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, which include Iota Networks, ICS and Arkados. Intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited 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 8 March 19, 2019. three six November 30, 2018 ( not May 31, 2019. |
Liquidity and Going Concern, Policy [Policy Text Block] | Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs of the business. The accompanying unaudited 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 $88 $25.7 six November 30, 2018. November 30, 2018 May 31, 2018 six November 30, 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 On September 20, 2018, $440,000, $40,000, $400,000 10 On October 31, 2018, $5,000,000. $2,500,000, $2,200,616, 10 Additionally, on January 11, 2019 March 2018 July 2018 $0.3753 20 1,372,252 18,281,494 21,937,793 20% January 11, 2019, $4,115,000 12,322,368 14,786,844 Although no may not 12 not |
Revenue from Contract with Customer [Policy Text Block] | Revenue The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, June 1, 2016, not not For purposes of this presentation, activities related to the Company’s wireless network carrier and industrial automation segment are classified under Iota Networks, activities related to the Company’s solar energy, LED lighting and heating plant implementation services are classified under ICS and activities related to the parent company are classified under Iota Communications, Inc. ICS 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 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 costs 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 milestones 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). Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Company has recorded a loss reserve on contract assets as of November 30, 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 November 30, 2018, $249,716. Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations as of November 30, 2018 $2,151,591 November 30, 2018. The Company expects to satisfy its remaining unsatisfied performance obligations as of November 30, 2018 may Iota Networks Arkados The Company enters into arrangements with end users for items which may 606 June 1, 2016. $66,650 $66,650 three six November 30, 2018 no three six November 30, 2017. Revenue Streams The Company derives revenues from FCC license services provided to customers who have already obtained a frequency license from other service providers which are classified as Network Hosting Services. Additionally, owners of granted, but not may 10% 10% Performance Obligations The Company’s contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company has determined there are three The first second third first The Company recognizes the annual fee revenue related to the second Pursuant to its Network Hosting Services agreements, the Company also derives revenues from annual renewal fees from its Licensees for the purpose of covering costs associated with maintaining and operating the licenses. Annual renewal fee revenue is recognized ratably over the renewal period as the services are performed and additional revenue collected. The third Practical Expedients As part of ASC 606, not one Contract Modifications There were no three six November 30, 2018 2017. not Disaggregated revenues Revenue consists of the following by segments for the six November 30, 2018: Solar Services (a) Network Hosting Services (b) Application Sales (b) Software Licensing (c) Total $ 613,229 $ 90,412 $ 22,753 $ 66,650 $ 793,044 Revenue consists of the following by segments for the six November 30, 2017: Solar Services (a) Network Hosting Services (b) Application Sales (b) Software Licensing (c) Total $ - $ 104,571 $ 54,911 $ - $ 159,482 (a) (b) (c) |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with US GAAP 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers investments in highly liquid instruments with a maturity of three not November 30, 2018 May 31, 2018. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for doubtful accounts. The Company provides for allowances for doubtful 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 November 30, 2018 May 31, 2018, $676,000 |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Other R eceivables Other receivables are included in other current assets on the balance sheet include amounts due under the various programs including clients that participate in the Spectrum Partners Program (“Spectrum Partners”) (See Note 11 November 30, 2018 May 31, 2018, not |
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, payroll liabilities and advances approximate their fair values based on the short-term maturity of these instruments. 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 and Six Months Ended November 30, 2018 Convertible notes $ 3,100,000 Stock options 7,112,500 Warrants 25,620,800 Potentially dilutive securities $ 35,833,300 There were not three six November 30, 2017. |
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. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three fifteen $2,000 All site and tower costs are capitalized as construction-in-progress ("CIP"), as incurred. As tower sites become operational and are considered to be placed in service as radios are installed, at which time the Company transfers site specific CIP to capitalized site and tower equipment costs and begins to depreciate those assets on a straight-line basis over 10 5 5 7 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs The Company is developing software for a multi-layered system of application platforms that will utilize the GPS capabilities of the spectrum network and other leased network availability, to provide solutions for customers. The Company follows the guidance of ASC 985 20, As of November 30, 2018 May 31, 2018, no three six November 30, 2018 2017, $403,509 $782,524 $441,612 $895,503, |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not three six November 30, 2018 2017, no |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets are recorded at acquisition cost less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not May 31), not not not two The first no second second |
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.” ASC 815 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 |
Deferred Rent, Policy [Policy Text Block] | Deferred Rent The Company recognizes escalating rent provisions on a straight-line basis over the lease term. For leases associated with its tower site locations, the Company assumes all lease extension options will be exercised resulting in lease terms of 5 30 5 |
Asset Retirement Obligation [Policy Text Block] | Asset Retirement Obligations The Company accounts for asset retirement obligations in accordance with authoritative guidance that requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. An asset retirement obligation is defined as a legal obligation associated with the retirement of tangible long-lived assets in which the timing and/or method of settlement may may not may may not The asset retirement obligations of the Company are associated with leases for its tower site locations. For purposes of estimating its asset retirement obligations, the Company assumes all lease extension options will be exercised for the tower site locations, consequently resulting in measurement periods of 5 30 |
Cost of Goods and Service Sold, Deferred License Service Cost [Policy Text Block] | Deferred License Service costs The Company incurs costs related to providing license services to their Spectrum Partners. These costs are frequency coordination fees and FCC filing fees. Per the Company’s accounting policy, these costs are expensed as incurred. |
Advertising and Marketing Cost, and Deferred Finance Charges, Policy [Policy Text Block] | Advertising and Marketing Costs and deferred finance charges The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $84,777 $201,223 $61,495 $92,080 three six November 30. 2018 2017, Broker fees associated with the procurement of SP program are deferred and capitalized as deferred financing costs offset against the revenue-based loans. These financing costs are amortized over the initial five $53,915 $104,601 $30,734 $61,467 three six November 30. 2018 2017, |
Research and Development Expense, Policy [Policy Text Block] | Research & Development Costs In accordance with ASC 730 10 25, $268,036 $1,281,711 $150,759 $4,636 three six November 30, 2018 2017, |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. Accounts receivable, previously included with other current assets, is shown separately on the accompanying balance sheet as of May 31, 2018. |
Segment Reporting, Policy [Policy Text Block] | Segment Policy The Company’s reportable segments, Iota Networks, ICS and Iota Communications, 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 Company evaluates performance based primarily on income (loss) from operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2015, 2015 14, 606 2014 09 one December 15, 2017, December 15, 2016, 2014 09 June 1, 2018. 606 On February 25, 2016, No. 2016 02, 842 December 15, 2018, 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 other newly issued but not not |