Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Sep. 21, 2016 | Nov. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ARKADOS GROUP, INC. | ||
Entity Central Index Key | 1,095,130 | ||
Document Type | 10-K | ||
Trading Symbol | AKDS | ||
Document Period End Date | May 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 6,959,777 | ||
Entity Common Stock, Shares Outstanding | 13,373,167 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2016 | May 31, 2015 |
Current assets: | ||
Cash | $ 56,172 | $ 234,994 |
Accounts receivable | 192,100 | 132,349 |
Inventory | 120,410 | 156,705 |
Prepaid expenses and other current assets | 187,935 | 12,004 |
Total current assets | 556,617 | 536,052 |
Property and equipment, net of accumulated depreciation | 7,642 | |
Security deposit | 20,384 | 1,874 |
Total assets | 584,643 | 537,926 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,022,382 | 2,655,132 |
Deferred revenue | 260,637 | 267,291 |
Accrued income tax | 63,082 | 63,082 |
Debt subject to equity being issued | 456,930 | 456,930 |
Notes payable | 335,832 | 345,832 |
Total current liabilities | 2,138,863 | 3,788,267 |
Total liabilities | 2,138,863 | 3,788,267 |
Stockholders' deficiency: | ||
Convertible preferred stock, $.0001 par value; 5,000,000 shares authorized, zero shares outstanding | ||
Additional paid-in capital | 41,645,382 | 36,840,157 |
Accumulated deficit | (43,200,939) | (40,091,608) |
Total stockholders' deficiency | (1,554,220) | (3,250,341) |
Total liabilities and stockholders' deficiency | 584,643 | 537,926 |
Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Convertible preferred stock, $.0001 par value; 5,000,000 shares authorized, zero shares outstanding | ||
Total stockholders' deficiency | ||
Common Stock [Member] | ||
Stockholders' deficiency: | ||
Common stock, $.0001 par value; 600,000,000 shares authorized; 12,131,500 and 11,099,833 shares issued and outstanding | 1,337 | 1,110 |
Total stockholders' deficiency | $ 1,337 | $ 1,110 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2016 | May 31, 2015 |
Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, outstanding | 0 | 0 |
Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 600,000,000 | 600,000,000 |
Common stock, issued | 13,373,167 | 11,099,833 |
Common stock, outstanding | 13,373,167 | 11,099,833 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 1,871,030 | $ 484,262 |
Cost of sales | 909,902 | 25,645 |
Gross profit | 961,128 | 458,617 |
Operating expenses: | ||
Selling and general and administrative | 3,702,665 | 4,252,294 |
Research and development | 337,375 | 332,609 |
Total operating expenses | 4,040,040 | 4,584,903 |
Loss from operations | (3,078,912) | (4,126,286) |
Other income (expenses): | ||
Interest expense | (29,288) | (485,469) |
Loss on translation adjustments | (1,131) | (116) |
Other income | 124,793 | |
Gain on settlement of debt | 44,071 | |
Total other expense | (30,419) | (316,721) |
Loss before provision for income taxes | (3,109,331) | (4,443,007) |
Provision for income tax benefits | 35,840 | |
Net loss | $ (3,109,331) | $ (4,407,167) |
Loss per common share - basic and diluted (in dollars per share) | $ (0.26) | $ (0.74) |
Weighted average of common shares outstanding - basic and diluted (in shares) | 12,126,367 | 5,948,847 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (EQUITY) DEFICIENCY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares Be Issued [Member] | Paid-in Capital [Member] | Retained Deficit [Member] | Total |
Balance beginning at May. 31, 2014 | $ 253 | $ 1,835,486 | $ 29,727,373 | $ (35,684,441) | $ (4,121,329) | |
Balance beginning (in shares) at May. 31, 2014 | 2,528,797 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under private placement agreements | $ 83 | 499,917 | 500,000 | |||
Common stock issued under private placement agreements (in shares) | 833,330 | |||||
Common stock issued for consulting agreements | $ 72 | 1,059,928 | 1,060,000 | |||
Common stock issued for consulting agreements (in shares) | 716,667 | |||||
Warrants issued for consulting agreements | 349,594 | 349,594 | ||||
Common stock issued for promissory notes and accrued interest | $ 439 | 1,315,925 | 1,316,364 | |||
Common stock issued for promissory notes and accrued interest (in shares) | 4,387,879 | |||||
Common stock issued for bridge notes | $ 65 | 465,935 | 466,000 | |||
Common stock issued for bridge notes (in shares) | 648,381 | |||||
Common stock issued for debt subject to equity being issued | $ 74 | 767,587 | $ 767,661 | |||
Common stock issued for debt subject to equity being issued (in shares) | 723,072 | |||||
Common stock issued for debt conversion (in shares) | 456,930 | |||||
Common stock issued for transactions previously classified as common stock to be issued | $ 126 | (1,835,486) | 1,835,360 | |||
Common stock issued for transactions previously classified as common stock to be issued (in shares) | 1,261,683 | |||||
Warrants issued to former employees | 747,535 | 747,535 | ||||
Valuation of beneficial conversion feature of debt raise | 71,000 | 71,000 | ||||
Effects of rounding due to reverse stock split | $ (2) | 3 | 1 | |||
Effects of rounding due to reverse stock split (in shares) | 24 | |||||
Net loss | (4,407,167) | (4,407,167) | ||||
Balance ending at May. 31, 2015 | $ 1,110 | 36,840,157 | (40,091,608) | (3,250,341) | ||
Balance ending (in shares) at May. 31, 2015 | 11,099,833 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for accrued board services | $ 14 | 250,819 | 250,833 | |||
Common stock issued for accrued board services (in shares) | 143,333 | |||||
Common stock issued under private placement agreements | $ 84 | 502,916 | 503,000 | |||
Common stock issued under private placement agreements (in shares) | 838,334 | |||||
Stock options issued for accrued board services | 1,622,778 | 1,622,778 | ||||
Stock options issued to employees | 293,122 | 293,122 | ||||
Warrants issued for services rendered | 158,399 | 158,399 | ||||
Common stock issued for debt conversion | $ 5 | 41,327 | 41,332 | |||
Common stock issued for debt conversion (in shares) | 50,000 | |||||
Common stock issued for services | $ 40 | 274,460 | 274,500 | |||
Common stock issued for services (in shares) | 400,000 | |||||
Common stock issued in connection with purchase of customer list- intangible | $ 17 | 124,983 | 125,000 | |||
Common stock issued in connection with purchase of customer list- intangible (in shares) | 166,667 | |||||
Warrants issued in connection with the purchase of intangible | 124,113 | 124,113 | ||||
Options issued to employees | 1,068,125 | 1,068,125 | ||||
Common stock issued to Management | $ 67 | 344,183 | 344,250 | |||
Common stock issued to Management (in shares) | 675,000 | |||||
Valuation of beneficial conversion feature of debt raise | ||||||
Net loss | (3,109,331) | (3,109,331) | ||||
Balance ending at May. 31, 2016 | $ 1,337 | $ 41,645,382 | $ (43,200,939) | $ (1,554,220) | ||
Balance ending (in shares) at May. 31, 2016 | 13,373,167 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (3,109,331) | $ (4,407,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,705,497 | |
Accrued stock based compensation | 1,873,611 | |
Issuance of warrants for services | 158,399 | 349,594 |
Depreciation | 791 | |
Amortization of debt discount | 380,262 | |
Impairment of intangible | 249,113 | |
Issuance of common stock for services | 104,188 | 1,060,000 |
Reversal of accounts payable | (124,793) | |
Gain on settlement of debt | (44,071) | |
Interest accrued on debt subject to equity being issued | 17,753 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (59,751) | (132,349) |
Inventory | 36,295 | (156,705) |
Prepaid expenses and other current assets | (5,619) | (780) |
Accounts payable and accrued expenses | 252,193 | 371,557 |
Deferred revenue | (6,654) | 267,291 |
Accrued income tax benefits | (35,840) | |
Net cash used in operating activities | (674,879) | (581,637) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (8,433) | |
Security deposit | (18,510) | (1,874) |
Net cash used in investing activities | (26,943) | (1,874) |
Cash flows from financing activities: | ||
Proceeds from sales of common stock | 503,000 | 500,000 |
Proceeds from related party advance | ||
Proceeds from convertible debt | 200,000 | |
Payment of debt | (60,000) | |
Proceeds from debt | 80,000 | |
Net cash provided by financing activities | 523,000 | 700,000 |
Net increase (decrease) in cash | (178,822) | 116,489 |
Cash at beginning of year | 234,994 | 118,505 |
Cash at end of year | 56,172 | 234,994 |
Schedule of non-cash transactions: | ||
Common stock issued for accrued stock based compensation | 250,833 | |
Stock options issued for accrued stock based compensation | 1,622,778 | |
Common stock issued for debt conversion | 41,332 | 1,316,364 |
Warrants issued to former employees to settle debt subject to equity being issued | 158,399 | |
Value of common stock and warrants issued for purchase of intangible | 249,113 | |
Common stock issued for prepaid consulting | 170,312 | |
Common stock issued or to be issued for debt subject to equity being issued | 1,233,661 | |
Common stock issued for transactions previously classified as common stock to be issued | 1,835,486 | |
Valuation of beneficial conversion feature of debt raise | 71,000 | |
Refinance of due to related party | 130,000 | |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income taxes paid |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
May 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Arkados Group, Inc. (the Parent) conducts business activities principally through two of its wholly-owned subsidiaries, Arkados, Inc. (Arkados) and Arkados Energy Solutions, LLC (AES) (collectively, the Company). The Company underwent a significant restructuring following December 23, 2010, during which substantially all of its assets were acquired by STMicroelectronics, Inc. (sometimes referred to hereinafter as the Asset Sale), as disclosed in the Form 8-K filed December 29, 2010 and further described (as to the closing) in the Form 8-K filed July 12, 2011. Settlements reached in connection with the Asset Sale and the fulfillment of obligations in connection therewith, have just recently been (post the period covered by this report) substantially completed. Following the sale of its assets associated with the manufacture of microchips, the Company shifted its focus towards the following businesses: Arkados - Software and hardware design and developing solutions that enable machine to machine communications for the Internet of Things (IoT). Arkados solutions support smart grid and smart building applications primarily in the areas of building automation and energy management and are uniquely designed to drive a wide variety of wireless and powerline communication (PLC)-based products, such as sensors, gateways, video cameras, appliances and other devices. AES - Energy services provider with focus on the design, installation and maintenance of innovative, sustainable, and cost-effective energy solutions for both residential and commercial customers. AES implements smart grid applications primarily in the areas of LED lighting, building automation, and energy management. These applications are uniquely designed to drive a wide variety of wireless and PLC-based products, such as sensors, gateways, video cameras, appliances and other devices. Effective March 18, 2015, the Company implemented a reverse stock split of its outstanding common stock at a ratio of 1-for-30 shares. All share figures and results are reflected on a post-split basis. See Note 8. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Principles of consolidation Revenue recognition The Company intends to enter into arrangements with end users for items which may include software license fees, and services or various combinations thereof. For each arrangement, revenues will be recognized when evidence of an agreement has been documented, the fees are fixed or determinable, collection of fees is probable, delivery of the product has occurred and no other significant obligations remain. License revenues are recognized at the time of delivery of the software and all other revenue recognition criteria discussed above have been met. Deferred revenue represents license revenues billed but not yet earned. For AES, sales of products are recognized when the products are shipped and the customer takes risk of ownership and assumes the risk of loss. Service revenue is recognized when the service is completed. Deferred revenue represents revenues billed but not yet earned. Cash equivalents Accounts receivable Fair Value of Financial Instruments The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. Earnings (Loss) Per Share (EPS) 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. Years ended May 31, 2016 2015 Convertible notes 85,320 113,085 Stock options 3,012,500 1,012,500 Warrants 5,225,987 3,937,986 Potentially dilutive securities 8,323,807 5,063,571 Stock Based Compensation Stock based compensation expense for the years ended May 31, 2016 and 2015 was $1,968,084 and $3,283,205, respectively, and is included in selling and general and administrative expenses. See Notes 8a, 8f, 8i, 8m, 9A and 9B. Use of Estimates Inventory May 31, 2016 May 31, 2015 Finished goods $ 60,012 $ 147,605 Work-in-process (unbilled labor) 60,398 9,100 $ 120,410 $ 156,705 Intangible Asset In May, 2016, the Company purchased an intangible asset with a value of $249,113 by issuing common stock and warrants. The Company believes the intangible asset to have a useful life of less than one year and opted to impair the asset and report it within the selling, general and administrative expense of the income statement. Research and Development Income Taxes The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Foreign Currency Transactions Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for MeasurementPeriod Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the impact of adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU defer the effective date of ASU 2014-09 Revenue from Contracts with Customers (Topic 606). Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is still evaluating the impact of adopting this guidance. In April 2015, the FASB issued ASU 2 015-03, Imputation of Interest Simplifying the Presentation of Debt Issuance Costs. This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have a material impact on the Companys consolidated financial statements. All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
SALE OF LICENSE AND IP AGREEMEN
SALE OF LICENSE AND IP AGREEMENTS | 12 Months Ended |
May 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SALE OF LICENSE AND IP AGREEMENTS | 3. SALE OF LICENSE AND IP AGREEMENTS In December 2010, the Company entered into an agreement to sell substantially all of the assets used in the Companys business of designing, developing and selling semiconductor products that incorporate power line communications and networking services and offering services related thereto (the Asset Sale) to STMicroelectronics, Inc. (ST US), a subsidiary of STMicroelectronics N.V. (ST), pursuant to an Asset Purchase Agreement, by and among the Parent, its subsidiary Arkados, its former subsidiary Arkados Wireless Technologies, Inc. (collectively, Arkados Group) and ST US, dated as of December 23, 2010 (the Purchase Agreement). At the same time, the Company granted a license (the License) to ST US to use the Companys intellectual property assets included in the Asset Sale pending the closing of such sale. In exchange for granting the License, the Company received gross proceeds of $7 million. The Asset Sale was predicated on the Company settling its secured debt and a significant part of its unsecured debt and closed in June 2011, whereupon the Company received $4 million. At the time the Asset Sale was completed, ST US agreed to license back certain intellectual property on a non-exclusive basis to Arkados Group to facilitate the continuation and expansion of the Companys home automation business, support the Companys customers and, with adequate financing (of which there is no assurance), permit the Company to continue the development and marketing of smart grid products. ST US hired substantially all of the Companys engineering and semiconductor employees (including Oleg Logvinov, the Companys former CEO and director, who was engaged in and directed the semiconductor business). Substantially all of the proceeds received pursuant to the License and the Asset Sale, after payment of expenses related to the transactions, were used to settle approximately $20 million of the Companys outstanding secured debt issued during the period from December 2004 to August 31, 2008 (which was in default) and pay employees $1.4 million of $5.2 million due them. The remainder of the proceeds received by the Company was used to pay other creditors and expenses incurred in connection with the Asset Sale to the extent funds were available to do so. As a condition to entering into the Purchase Agreement and the License, ST US required that the Company have written settlement agreements and releases with all of our secured creditors as well as all of our employees. Under the settlement agreements with creditors, the creditors agreed to settle the amounts owed (approximately $30,000,000), for an aggregate amount of $10,862,241 in cash, notes payable of $818,768 and another $5,259,926 in common stock of the Company which has yet to be issued. Of the cash settlements, $7,000,000 was paid in December 2010 out of proceeds from the $7,000,000 license fee received pursuant to the License (received in December, 2010), and $3,862,241 was paid at the closing out of proceeds from the Asset Sale (received in June, 2011). In exchange for the settlement amount, the secured creditors agreed to release their security interest in Arkados Groups assets and most secured creditors released Arkados Group from any and all additional claims, if any, that the secured creditors may have had against Arkados Group. The secured creditors also agreed that ST and its affiliates were third party beneficiaries to the settlement agreements. Under the settlement agreements with the Companys employees, the employees agreed to accept an aggregate of $1,429,949 and an amount of the Companys equity rights to be negotiated after the closing as payment for back wages and unreimbursed expenses. The cash payment was paid to employees in December 2010 out of the license fee paid to the Company by ST US. Also, as a condition to entering into the Purchase Agreement and the License, the Company entered into standstill agreements with holders of approximately $2,100,000 of unsecured debt pursuant to which those unsecured creditors agreed, among other things, not to exercise remedies that they may have as creditors of Arkados Group, not to sell or transfer their debt, to release ST and its affiliates from any and all claims that they may have against ST, if any, and not to sue ST for any dealings that the creditors had with Arkados Group. The Company is negotiating with those few remaining outstanding unsecured debt holders from the period prior to the ST US Asset Sale for which it has not reached agreement, compromise, or convert outstanding debt into equity and thereby facilitate raising additional investor capital for the Companys business. The amounts that the debt holders have agreed to settle through the receipt of the Companys equity are labeled as Debt Subject to Equity Being Issued on the balance sheet. These settlements are binding commitments, however, the Company is awaiting required information from these debt holders in order to issue the equity and discharge such obligations. |
PAYROLL TAX LIABILITIES
PAYROLL TAX LIABILITIES | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
PAYROLL TAX LIABILITIES | 4. PAYROLL TAX LIABILITIES On May 24, 2004, we filed a merger certificate completing the acquisition of Miletos, Inc., a previously unaffiliated Delaware corporation which prior to the merger, acquired the assets and business of Enikia, LLC. Enikia, LLC was in arrears for several years in its payment of federal and state payroll taxes. Pursuant to the Agreement and Plan of Merger dated May 7, 2004, the Company assumed up to $1.2 million of the delinquent payroll taxes due and outstanding with the remaining difference being an assumed liability of the major shareholder of the Company. During the year ended May 31, 2006, the Company made payments to both federal and state of New Jersey taxing authorities in the amount of $874,000. The payments represented payroll taxes withheld by Miletos, Inc. from its employees but not remitted to the taxing authorities. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
May 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of May 31, 2016 and 2015, accounts payable and accrued expenses consist of the following amounts: May 31, 2016 May 31, 2015 Accounts payable $ 782,654 $ 463,911 Accrued board of director fees - 1,873,611 Accrued interest and penalties payable 116,035 98,078 Accrued payroll 28,320 54,882 Accrued other 95,373 164,650 $ 1,022,382 $ 2,655,132 In fiscal 2015 the Company determined that certain accounts payable had been settled in prior periods and should be written off. Balances totaling $124,793 were reversed and recognized as other income. |
NOTES PAYABLE, RELATED PARTY PA
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED | 12 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED | 6. NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED Notes Payable As a result of the Companys Asset Sale to ST US, the notes payable and convertible debentures of $17,269,689 and the related accrued interest of $3,671,137 as of May 31, 2010, have been settled in part with the December 2010 closing in the amount of $5,570,059 and the balance in June 2011 closing with cash of $3,526,523, an undetermined amount of equity yet to be issued and $688,768 of remaining notes payable as of May 31, 2012. In fiscal 2014, the Company received loans of $400,000. As of May 31, 2014, there was $939,894 of notes payable, net of debt discounts of $309,263. In fiscal 2015, the Company received loans of $200,000 and refinanced related party payables totaling $130,000. In addition, as discussed below the Company issued common stock for the conversion of various notes payable and accrued interest. As of May 31, 2015, there was notes payable of $345,832, net of debt discounts of $0. All notes payable mature on or before October 31, 2015 and as such, are classified as current liabilities on the consolidated balance sheet. As of May 31, 2016, there was $335,832 of notes payable. Notes payable transactions include the following: FY 2015 (Year Ended May 31, 2015) Transactions: On August 11, 2014, the Company executed a Convertible Note for a loan in the principal amount of $100,000. The Convertible Note bore interest at 6% per year and was scheduled to mature on October 31, 2015. At any time during the term of the Convertible Note, the holder had the right to convert any unpaid portion of the Convertible Note and accrued interest into shares of common stock at an original conversion price of $0.60 per share. The beneficial conversion feature was fair valued at $35,500 and was being amortized over the life of the debt instrument. On March 16, 2015, the conversion price for the note was amended to $0.30 per share. On April 1, 2015, the Company issued 345,360 shares for the conversion of the principal and accrued interest of $3,608. As a result of the conversion of the note, the remaining unamortized beneficial conversion feature was written off in March 2015. See Note 8h. On August 12, 2014, the Company executed a Convertible Note for a loan in the principal amount of $100,000. The Convertible Note bore interest at 6% per year and was scheduled to mature on October 31, 2015. At any time during the term of the Convertible Note, the holder had the right to convert any unpaid portion of the Convertible Note and accrued interest into shares of common stock at an original conversion price of $0.60 per share. The beneficial conversion feature was fair valued at $35,500 and was being amortized over the life of the debt instrument. On April 1, 2015, the Company issued 345,303 shares for the conversion of the principal and accrued interest of $3,591. As a result of the conversion of the notes, the remaining unamortized beneficial conversion features were written off in March 2015. See Note 8h. On September 10, 2014, the Company executed two Convertible Notes to refinance due to related party, a previously issued outstanding note payable and accrued interest totaling $174,071. Each of these Convertible Notes has a principal balance of $65,000, bear interest at 6% per year and mature on October 31, 2015. At any time during the term of the Convertible Notes, the holders have the right to convert any unpaid portion of the Convertible Notes and accrued interest into shares of common stock at a conversion price of $1.20 per share. There was no beneficial conversion feature. The Company recognized a gain on the settlement of debt of $44,071 for the year ended May 31, 2015. FY 2016 (Year Ended May 31, 2016) Transactions: In January 2016, the Company executed a Promissory Note for a loan in the principal amount of $60,000. The Promissory Note bears interest at 6% per year, compounded quarterly, and matures on January 15, 2017. The proceeds from the Promissory Note were used to partially repay two Convertible Notes as discussed below. On January 8, 2016, the Company entered into an Exchange Agreement with the noteholders of the Convertible Notes that were in default. On January 15, 2016, the Company applied the proceeds of the new Promissory Note together with the issuance of 50,000 shares of the Companys common stock, to the payment of two outstanding 6% Convertible Notes that were in default having the aggregate outstanding principal amount of $130,000. In exchange for the payment and the shares, the holders of the outstanding 6% Convertible Notes surrendered their notes, and the Company issued a new 6% Convertible Note December 31, 2016 to them in the original principal amount of $40,000. The new Convertible Note bears interest at the rate of 6% per year, compounded quarterly, and matures on December 31, 2016. At any time during the term of the Convertible Note, the holders have the right to convert any unpaid portion of the Convertible Note and accrued interest into shares of common stock at an original conversion price of $1.20 per share. There is no beneficial conversion feature. The holders further agreed that their extension of the maturity of the outstanding Convertible Notes had been effective from October 31, 2015 until January 15, 2016. On March 31, 2016 and May 6, 2016, the Company executed Promissory Notes for loans, each in the amount of $10,000. The Promissory Notes bear interest at 6% per year, compounded quarterly. Both notes matured on June 30, 2016 and are now bearing annual interest of 12%. The proceeds from the Promissory Note were used to partially repay two Convertible Notes as discussed below. Related Party Payables There were no related party payables at May 31, 2016 or May 31, 2015. Debt Subject To Equity Being Issued As a direct result of the Sale of the License and IP Agreements to ST US and the mandate to obtain debt releases, the Company has been able to reach settlements with its secured creditors and employees, with cash payments to the secured creditors made as of the December 2010 and June 2011 closings. Nothing further is owed to the Companys secured creditors. There remains, however, approximately $179,000 of payments due the former employees as of May 31, 2016 and 2015. As of May 31, 2016 and 2015, there remained $456,930 of debts that have been settled with debt holders who have agreed to accept equity for their remaining debt. FY 2015 (Year Ended May 31, 2015): In fiscal 2015, the Company entered into final supplemental agreements with former employees to settle all outstanding claims. The Company issued warrants to purchase 622,947 shares of common stock at $1.20 per share for a five-year period to settle claims totaling $747,535. During the year ended May 31, 2015, the Company entered into final supplemental agreements with bridge note holders to settle all outstanding claims. The Company issued 648,381 shares of common stock to settle claims totaling $466,000 in September 2014 and 256,486 shares of common stock to settle claims totaling $207,753 on April 1, 2015. See Note 8d. During the year ended May 31, 2015, the Company agreed to issue 418,669 shares of common stock to settle claims totaling $502,408 from previous holders of unsecured debt. The shares were issued in January 2015. See Note 8e. FY 2016 (Year Ended May 31, 2016): None |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 7. INCOME TAXES There was no provision for federal or state taxes for both of the years ended May 31, 2016 and 2015. The components of deferred taxes were as follows: May 31, May 31, 2016 2015 Deferred tax assets: Net operating loss carry forward $ 7,219,000 $ 6,970,000 Accrued compensation 72,000 Changes in prior year estimates 150,000 (83,000 ) Valuation allowance (7,369,000 ) (6,959,000 ) Net deferred tax asset $ - $ - The Company has a valuation allowance against the full amount of its net deferred taxes due to the uncertainty of realization of the deferred tax assets due to operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended May 31, 2016 and 2015 is as follows: 2016 2015 Federal statutory income tax rates (35 )% (35 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences equity rights 24 33 Other 3 % - Change in net operating loss 13 7 Effective tax rate % % As of May 31, 2016, the Company has federal net operating loss carryforwards of approximately $18,000,000 subject to expiration between fiscal years 2027 and 2036. The Company may have had a greater than 50% change in ownership of certain stock holdings by shareholders of the Company pursuant to Section 382 of the Internal Revenue Code. The net operating losses may be limited as to its utilization on an annual basis. Currently, no such evaluation has been performed. The Company has not been audited by the Internal Revenue Service (IRS) or any states in connection with income taxes. The periods from fiscal 2012 through 2016 remain open to examination by the IRS and state jurisdictions. The Company believes it is not subject to any tax audit risk beyond those periods. The Companys policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of interest expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended May 31, 2016 and 2015. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended |
May 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | 8. STOCKHOLDERS DEFICIENCY Increase in Authorized Shares A majority of the Companys stockholders authorized, at the recommendation of the Companys Board of Directors, an increase the number of shares of common stock from 100,000,000 to 600,000,000. The increase became effective on March 17, 2014. Reverse Stock Split Effective March 18, 2015, the Company implemented a reverse stock split of its outstanding common stock at a ratio of 1-for-30 shares. In connection with the reverse stock split, the Companys Certificate of Incorporation was amended such that the Companys issued and outstanding common stock was proportionally reduced. The number of authorized shares and the par value of the Companys common stock and preferred stock were not affected by the reverse stock split. Stockholders will not receive fractional shares but instead will receive cash in an amount equal to the fraction of a share that stockholder would have been entitled to receive multiplied by the sale price of the common stock as last reported on February 12, 2015, the last business day prior to the first public disclosure/announcement of the reverse stock split. Private Placement Offering (PPO) On March 15, 2015, the Company commenced a PPO for accredited investors to issue up to 2,500,000 shares of common stock and warrants to purchase 2,500,000 shares of common stock at $2.00 per share (each share and warrant constitutes a Unit) for total gross proceeds of $1,500,000. The warrants are immediately exercisable and have a term of three years. The Units are being offered by the Company on a best efforts any-or-none basis in Units of 166,666 shares although the Company may accept fractional Units. The PPO closed on September 15, 2015. See Notes 8g, 8j, and 9B for the shares and warrants subscribed for through the date of this report. Issuances of Common Stock FY 2015 (Year Ended May 31, 2015): a. On July 16, 2014, the Company issued 666,667 shares of common stock to a consultant under the terms of a consulting agreement. The shares were valued at $1.50 per share which was the price of the common stock on the date of the consummation of an agreement with a customer. See Note 11. b. As described above, the Company signed a Settlement Agreement and Release with an unsecured creditor and agreed to issue 792,550 shares of common stock for $550,000 of accounts payable and $310,977 of a promissory note and accrued interest. The Company issued such shares under this Settlement Agreement in September 2014. Prior to the issuance date, such shares were classified as common stock to be issued. c. As described above, the Company entered into a Separation Agreement with Typaldos and agreed to issue 469,132 shares of common stock as part of the Agreement. The Company issued such shares under this Separation Agreement in September 2014. Prior to the issuance date, such shares were classified as common stock to be issued. d. As described above, the Company entered into final supplemental agreements with bridge note holder to settle all outstanding claims. In September 2014, the Company agreed to issue 648,381 shares of common stock to settle claims totaling $466,000. Prior to the issuance date, such shares were classified as common stock to be issued. On April 1, 2015, the Company issued 256,486 shares of common stock to settle claims totaling $207,754. e. As described above, the Company settled all outstanding claims with previous holders of unsecured debt. In September 2014, the Company issued 418,669 shares of common stock to settle claims totaling $502,408. f. On February 19, 2015, the Company issued 50,000 shares of common stock to a consultant under the terms of an investor relations agreement. The shares were valued at $1.20 per share which was the price of the common stock on the date the agreement was signed. g. For the period March 15, 2015 through May 31, 2015, 833,330 shares of common stock have been subscribed for under the PPO and the Company received proceeds of $500,000. The shares were issued on April 7, 2015. h. As described above, on April 1, 2015, the Company issued 4,387,879 shares of common stock for the conversion of notes payable of $1,200,000 and accrued interest of $116,364. FY 2016 (Year Ended May 31, 2016): i. On June 25, 2015, the Company issued 108,333 shares of common stock to its chairman/chief executive officer and 35,000 shares of common stock to an officer/former director for services rendered to the Companys board of directors in fiscal 2015. The shares were valued at $1.75 per share. The value of the shares totaling $250,833 was charged as stock compensation in fiscal 2015. j. For the period June 1, 2015 through May 31, 2016, 838,334 shares of common stock have been subscribed for under the PPO and the Company received proceeds of $503,000. These shares were issued in July and August 2015. k. On January 8, 2016 the Company issued 50,000 shares as part of a debt conversion and refinance whereby $130,000 of note principle and accrued interest of $11,332 were extinguished and a new note of $100,000 was issued; l. On February 23, 2016, we entered into a consulting agreement with. LPF Communications under which LPF Communications is to provide certain investor relations services for a period of up to six months. We have agreed to pay for the services by issuing two tranches of 150,000 shares of our Common Stock each, with the second tranche becoming issuable only if we do not terminate the consulting agreement on or prior to June 8, 2016. Pursuant to the agreement, we issued the first tranche of 150,000 shares to the consultant on April 8, 2016. m. On April 22, 2016, the Company issued 675,000 shares of common stock to its key employees, including 500,000 shares to its chairman/chief executive officer, for services rendered to the Company in fiscal 2016. The shares were valued at $0.51 per share. The value of the shares totaling $344,250 was charged as stock compensation in fiscal 2016. n. On April 28, 2016, the Company entered into an asset purchase agreement pursuant to which the Company purchased intangible assets valued at $249,113 in exchange for 166,667 shares of the Company's common stock and a warrant to purchase 166,667 shares of the Company's common stock at $2.00 per share. As a result of management's evaluation, the intangible asset was deemed impaired and thus fully written off to selling, general and administrative expense of the income statement. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
May 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION The Company accounted for its stock based compensation in accordance with the fair value recognition provisions of ASC 718, Compensation Stock Compensation (ASC 718). A. Options The Company issued options to purchase an aggregate of 4,100,000 shares of the Companys common stock in the year ended May 31, 2016, 2,100,000 of which were granted outside of the 2004 Stock Option and Restricted Stock Plan (the 2004 Plan). No options were granted in the year ended May 31, 2015. On April 8, 2014, the Company issued options to its chairman/chief executive officer and two of its key employees to purchase 1,181,250 shares of the Companys common stock at an exercise price of $1.20 per share, the closing price of the Company common stock as quoted on the OTCQB. The options vested immediately and are exercisable for ten years. Stock based compensation related to these options amounted to $968,092 for the year ended May 31, 2014. The options issued were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $1.20; strike price - $1.20; expected volatility - 93.24%; risk-free interest rate - 1.5%; dividend rate - 0%; and expected term 2 - 5 years. The expected life is the number of years that the Company estimates, based upon history, that options will be outstanding prior to exercise or forfeiture. Expected life is determined using the simplified method permitted by Staff Accounting Bulletin No. 107. The Company did not use the volatility rate of its common stock price. Instead, the volatility rate was based on a blended rate of the Companys common stock price as well as the stock prices of companies providing similar services. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 1,247,917 $ 1.53 Granted - - Exercised - - Expired or cancelled (235,417 ) 2.95 Outstanding at May 31, 2015 1,012,500 $ 1.20 Granted 4,100,000 0.94 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,112,500 $ 0.99 The following table summarizes information about options outstanding and exercisable at May 31, 2016: Options Outstanding and Exercisable Weighted- Weighted- Average Average Shares Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $ 0.60 2,300,000 5.47 $ 0.60 2,300,000 1.00 700,000 2.38 1.00 700,000 1.20 1,562,500 8.58 1.20 1,562,500 2.00 550,000 6.08 2.00 550,000 5,112,500 6.06 5,112,500 The compensation expense attributed to the issuance of the outstanding options was recognized as they vest. The outstanding stock options are exercisable for ten years from the grant date. The employee stock option plan stock options are exercisable for up to ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $230,000 and was based on the Companys closing stock price of $0.70 as of May 31, 2016, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted average fair value of options granted during the years ended May 31, 2016 and 2015 was $0.74 and $0 per share, respectively. The total fair value of shares vested during the years ended May 31, 2016 and 2015 was $230,000 and $0, respectively. As of May 31, 2016, there was no future compensation cost related to non-vested stock options. On June 25, 2015, the Company issued options under the 2004 Plan to its chairman/chief executive officer and a former director for services rendered to the Companys board of directors in fiscal 2015 to purchase a total of 1,300,000 shares of common stock as follows: 1. Chairman/chief executive officer options to purchase 1,000,000 shares of common stock at $0.60 per share. 2. Former director options to purchase 300,000 shares of common stock at $0.60 per share. The options vested immediately and are exercisable for three years. The options issued were valued using the Black-Scholes option pricing model under the assumptions below. The value of the options totaling $1,622,778 was charged as stock compensation in fiscal 2015. On October 16, 2015, the Company issued options under its 2004 Plan to employees to purchase 700,000 shares of its common stock at $1.00 per share. On April 22, 2016, the Company issued options outside of its 2004 Plan, which vested immediately and are exercisable for ten years, to certain of its key employees, including its chairman/chief executive officer for services rendered to the Company during fiscal 2016 for a total of 1,100,000 shares of its common stock as follows: 1. Chairman/chief executive officer options to purchase 500,000 shares of the Company's common stock at $0.60 per share. 2. Chairman/chief executive officer options to purchase 300,000 shares of the Company's common stock at $1.20 per share. 2. Chairman/chief executive officer options to purchase 300,000 shares of the Company's common stock at $2.00 per share. The assumptions are as follows - stock price - $1.75; strike price - $0.60; expected volatility 91.35%; risk-free interest rate - 0.73%; dividend rate - 0%; and expected term 1.5 years. B. Warrants The issuances of warrants are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 2,401,043 $ 1.34 Granted 1,536,943 1.63 Exercised - - Expired or cancelled - - Outstanding at May 31, 2015 3,937,986 1.45 Granted 1,288,001 1.78 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,225,987 $ 1.53 The following table summarizes information about warrants outstanding and exercisable at May 31, 2016: Outstanding and exercisable Weighted- Weighted- average Average Shares remaining life Exercise Number Outstanding in years Price Exercisable Range of exercise prices: $ 1.00 283,000 2.47 $ 1.00 283,000 $ 1.20 3,004,656 3.14 1.20 3,004,656 $ 2.00 1,838,331 2.07 2.00 1,838,331 greater than $2.00 100,000 0.47 4.50 100,000 5,225,987 2.67 $ 1.52 5,225,987 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three years from the grant date. Issuances of warrants to purchase shares of the Company's common stock were as follows: FY 2015 (Year Ended May 31, 2015): Warrants to purchase 622,947 shares of the Company's common stock were issued in exchange for certain past due indebtedness outstanding. Such warrants were determined to have been issued at fair value since such settlements were negotiated by the Company with each debt holder. Warrants to purchase 88,000 shares of the Company's common stock were issued to a consultant for services rendered under a consulting contract. The warrants issued were valued using the Black Scholes option pricing model under the following assumptions: stock price $ 0.46 $ 1.87; strike price $1.20; expected volatility 100.00%; risk free interest rate 1.5%; dividend rate 0% ; and expected term 3 years. The value of the warrants totaling $349,721 was charged as consulting. As discussed in Note 8, in addition to common stock, the Company also issued warrants to purchase 833,330 shares of the Company's common stock under the PPO. FY 2016 (Year Ended May 31, 2016): As discussed in Note 8, in addition to common stock, the Company also issued warrants to purchase 833,334 shares of the Company's common stock under the PPO. In November 2015, a warrant to purchase 250,000 shares of the Company's common stock at $1.00 per share was issued to a vendor as a bonus payment for services rendered in connection with a software development agreement. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 1.00; strike price $ 1.00; expected volatility 87.54%; risk free interest rate 1.21%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $139,928 was charged as research and development. In November 2015, a warrant to purchase 33,000 shares of the Company's common stock at $1.00 per share was issued to a consultant for services rendered under a consulting contract. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 1.00; strike price $1.00; expected volatility 87.54%; risk free interest rate 1.21%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $18,471 was charged as consulting. See Note 11. As noted in Note 8n,on April 28, 2016, the Company entered into an asset purchase agreement pursuant to which the Company purchased intangible assets in exchange for 166,667 shares of the Company's common stock and a warrant to purchase 166,667 shares of the Company's common stock at $2.00 per share. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 0.75; strike price $2.00; expected volatility 293%; risk free interest rate .93%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $124,000 was included in the cost of the intangible which was fully impaired as of May 31, 2016. |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
May 31, 2016 | |
License Agreements | |
LICENSE AGREEMENTS | 10. LICENSE AGREEMENTS The Company earned all of its revenue from one customer under the following agreements. Master Agreement License of (PEMS-SF) On July 10, 2014, the Company entered into a Master Agreement to license our Process and Event Management System (PEMS-SF) with Tatung Corporation (Tatung). The basic fee generation structure of the Agreement allows for (1) a one-time licensing fee for each PEMS-SF-enabled stations or subsystems installed, (2) separate fees of up to 10% of the software fees for software updates, maintenance and technical support, (3) on-going service fees based on units of products manufactured utilizing PEMS-SF; and (4) an annual service fee for cloud-based services and data storage. The Master Agreement has a year-to-year term but can be terminated by either party upon sixty (60) days advance written notice. Upon termination or expiration of this agreement, we are not required to provide any continuing or ongoing processing of data or other services that, pursuant to a sub-agreement, are discontinued upon termination, however, the customer shall retain any perpetual rights granted in a sub-agreement or schedule. The term of any sub-agreements is concomitant and co-terminus with the Master Agreement term. Revenue recognized under the Master Agreement amounted to $172,600 and $284,788 for the years ended May 31, 2016 and 2015, respectively. Agreement License of Meter Collar and Bridge Programmable Logic Controllers In October 2014, the Company entered into a year-to-year term agreement with Tatung to license its meter collar and bridge programmable logic controllers. The license is paid on a per copy (ordered) fee, and is on a perpetual, worldwide, non-exclusive, transferable basis. Revenue recognized under the agreement amounted to $87,500 and $115,700 for the years ended May 31, 2016 and 2015, respectively. In March, 2015 the Company entered into a one year agreement, with automatic one year renewals until terminated by either party with sixty (60) days notice, with Tatung to provide services in the area of business development and as a representative to sell its products. Tatung will pay a monthly retainer fee for this service. Revenue recognized under this agreement was approximately $395,0000 for the twelve months ended May 31, 2016. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
May 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 11. COMMITMENTS Leases Effective October 1, 2014 as amended on January 15, 2015, the Company entered a lease for its office space at a total monthly rental of $1,874. The lease expired on January 15, 2016. The Company renewed this lease until January 15, 2017 at a monthly rental of $2,034. It can be renewed for two additional one-year terms upon its expiration. Rent expense for the years ended May 31, 2016 and 2015 was $80,992 and $17,488, respectively. Our AES subsidiary leases offices in Jericho, New York. The facility is approximately 1,850 square feet, occupied pursuant to a lease that commenced on August 1, 2015 and expires September 30, 2018. The average annual rent over the term of the lease is approximately $57,300. This amount does not include taxes for the premises. Future minimum rental commitments of non-cancelable operating leases (including the Jericho lease) are as follows: The following table sets forth our future contractual obligations: For the twelve month period ended May 31, Office Rent 2017 $ 81,331 2018 83,039 2019 and thereafter 27,775 $ 192,145 Consulting Agreements On February 19, 2015, the Company entered into a one-year consulting agreement whereby the consultant received a payment of $5,000 and 50,000 shares of common stock valued at $1.20 per share. In addition, the consultant is entitled to payments of $5,000 per month for the duration of the agreement if and when the Company receives $500,000 or more in debt or equity financing. On May 12, 2015, the Company entered into a three month consulting agreement for the raising of capital whereby the consultant received a payment of approximately $3,000. In addition, the consultant is entitled to a success fee of 5% of all monies raised as a direct result of introductions (as defined) made by the consultant. On November 15, 2015, the Company entered into a one-year consulting agreement to provide advisory services whereby the consultant received a payment of a warrant to purchase 33,000 shares of the Company's common stock at $1.00 per share. On February 23, 2016, we entered into a consulting agreement with LPF Communications under which LPF Communications is to provide certain investor relations services for a period of up to six months. We have agreed to pay for the services by issuing two tranches of 150,000 shares of our Common Stock each, with the second tranche becoming issuable only if we do not terminate the consulting agreement on or prior to June 8, 2016. Pursuant to the agreement, we have issued 300,000 shares valued at $205,000 which was recorded in prepaid expense and amortized over the term of the agreement. On May 15, 2016, the Company entered into a two year consulting agreement whereby consultant is to perform certain consulting and advisory services. The Company issued 100,000 shares of common stock valued at $69,000 as compensation which was recorded as prepaid expenses and amortized over the life of the contract. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
May 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK | 12. CONCENTRATIONS OF CREDIT RISK Cash The Company maintains principally all cash balances in two financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institutions. The Company has not incurred any losses on these accounts. Net Sales Two customers accounted for 60% of net sales for the year ended May 31, 2016, as set forth below: Customer 1 29 % Customer 2 (related party, see Note 13) 31 % Accounts Receivable Two customers accounted for 94% of the accounts receivable as of May 31, 2016, as set forth below: Customer 1 83 % Customer 2 11 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS The Company performed consulting services for an entity that is controlled by a former director. Consulting services for the fiscal years ended May 31, 2016 and 2015 were $78,872 and $44,800, respectively. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
May 31, 2016 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | 14. BUSINESS SEGMENT INFORMATION The Companys 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 Companys 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. The Company evaluates performance based primarily on income (loss) from operations. Operating results for the business segments of the Company were as follows: Arkados AES Total Year Ended May 31, 2016 Revenues $ 730,249 $ 1,140,781 $ 1,871,030 Loss from operations $ (2,171,333 ) $ (907,579 ) $ (3,078,912 ) Year Ended May 31, 2015 Revenues $ 403,852 $ 80,410 $ 484,262 Loss from operations $ (4,059,619 ) $ (66,667 ) $ (4,126,286 ) Total assets May 31, 2016 $ 236,797 $ 347,846 $ 584,643 May 31, 2015 $ 283,154 $ 254,772 $ 537,926 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS On August 11, 2016, the Company executed a Promissory Note in the amount of $150,000. The Promissory Notes bear interest at 10% per year, compounded quarterly. The Note matures January 15, 2017. The proceeds were used for working capital. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of consolidation | Principles of consolidation |
Revenue Recognition | Revenue recognition The Company intends to enter into arrangements with end users for items which may include software license fees, and services or various combinations thereof. For each arrangement, revenues will be recognized when evidence of an agreement has been documented, the fees are fixed or determinable, collection of fees is probable, delivery of the product has occurred and no other significant obligations remain. License revenues are recognized at the time of delivery of the software and all other revenue recognition criteria discussed above have been met. Deferred revenue represents license revenues billed but not yet earned. For AES, sales of products are recognized when the products are shipped and the customer takes risk of ownership and assumes the risk of loss. Service revenue is recognized when the service is completed. Deferred revenue represents revenues billed but not yet earned. |
Cash equivalents | Cash equivalents |
Accounts receivable | Accounts receivable |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. |
Earnings (Loss) Per Share ("EPS") | Earnings (Loss) Per Share (EPS) 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. Years ended May 31, 2016 2015 Convertible notes 85,320 113,085 Stock options 3,012,500 1,012,500 Warrants 5,225,987 3,937,986 Potentially dilutive securities 8,323,807 5,063,571 |
Stock Based Compensation | Stock Based Compensation Stock based compensation expense for the years ended May 31, 2016 and 2015 was $1,968,084 and $3,283,205, respectively, and is included in selling and general and administrative expenses. See Notes 8g, 8l, 8o, 9A and 9B. |
Use of Estimates | Use of Estimates |
Inventory | Inventory May 31, 2016 May 31, 2015 Finished goods $ 60,012 $ 147,605 Work-in-process (unbilled labor) 60,398 9,100 $ 120,410 $ 156,705 |
Intangible Asset | Intangible Asset In May, 2016, the Company purchased an intangible asset with a value of $249,113 by issuing common stock and warrants. The Company believes the intangible asset to have a useful life of less than one year and opted to impair the asset and report it within the selling, general and administrative expense of the income statement. |
Research and Development | Research and Development |
Income Taxes | Income Taxes The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Foreign Currency Transactions | Foreign Currency Transactions |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for MeasurementPeriod Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the impact of adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU defer the effective date of ASU 2014-09 Revenue from Contracts with Customers (Topic 606). Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is still evaluating the impact of adopting this guidance. In April 2015, the FASB issued ASU 2 015-03, Imputation of Interest Simplifying the Presentation of Debt Issuance Costs. This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have a material impact on the Companys consolidated financial statements. All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | 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. Years ended May 31, 2016 2015 Convertible notes 85,320 113,085 Stock options 3,012,500 1,012,500 Warrants 5,225,987 3,937,986 Potentially dilutive securities 8,323,807 5,063,571 |
Schedule of inventory | Inventory consists of the following at May 31, 2016 and 2015. May 31, 2016 May 31, 2015 Finished goods $ 60,012 $ 147,605 Work-in-process (unbilled labor) 60,398 9,100 $ 120,410 $ 156,705 |
ACCOUNTS PAYABLE AND ACCRUED 24
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
May 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | As of May 31, 2016 and 2015, accounts payable and accrued expenses consist of the following amounts: May 31, 2016 May 31, 2015 Accounts payable $ 782,654 $ 463,911 Accrued board of director fees - 1,873,611 Accrued interest and penalties payable 116,035 98,078 Accrued payroll 28,320 54,882 Accrued other 95,373 164,650 $ 1,022,382 $ 2,655,132 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred taxes | The components of deferred taxes were as follows: May 31, May 31, 2016 2015 Deferred tax assets: Net operating loss carry forward $ 7,219,000 $ 6,970,000 Accrued compensation 72,000 Changes in prior year estimates 150,000 (83,000 ) Valuation allowance (7,369,000 ) (6,959,000 ) Net deferred tax asset $ - $ - |
Schedule of reconciliation of the statutory federal income tax benefit to actual tax benefit | A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended May 31, 2016 and 2015 is as follows: 2016 2015 Federal statutory income tax rates (35 )% (35 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences equity rights 24 33 Other 3 % - Change in net operating loss 13 7 Effective tax rate % % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
May 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity for qualified and unqualified stock options | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 1,247,917 $ 1.53 Granted - - Exercised - - Expired or cancelled (235,417 ) 2.95 Outstanding at May 31, 2015 1,012,500 $ 1.20 Granted 4,100,000 0.94 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,112,500 $ 0.99 |
Schedule of options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at May 31, 2016: Options Outstanding and Exercisable Weighted- Weighted- Average Average Shares Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $ 0.60 2,300,000 5.47 $ 0.60 2,300,000 1.00 700,000 2.38 1.00 700,000 1.20 1,562,500 8.58 1.20 1,562,500 2.00 550,000 6.08 2.00 550,000 5,112,500 6.06 5,112,500 |
Schedule of issuance of warrants | The issuances of warrants are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 2,401,043 $ 1.34 Granted 1,536,943 1.63 Exercised - - Expired or cancelled - - Outstanding at May 31, 2015 3,937,986 1.45 Granted 1,288,001 1.78 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,225,987 $ 1.53 |
Schedule of warrants outstanding and exercisable | The following table summarizes information about warrants outstanding and exercisable at May 31, 2016: Outstanding and exercisable Weighted- Weighted- average Average Shares remaining life Exercise Number Outstanding in years Price Exercisable Range of exercise prices: $ 1.00 283,000 2.47 $ 1.00 283,000 $ 1.20 3,004,656 3.14 1.20 3,004,656 $ 2.00 1,838,331 2.07 2.00 1,838,331 greater than $2.00 100,000 0.47 4.50 100,000 5,225,987 2.67 $ 1.52 5,225,987 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
May 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental commitments of non-cancelable operating leases | The following table sets forth our future contractual obligations: For the twelve month period ended May 31, Office Rent 2017 $ 81,331 2018 83,039 2019 and thereafter 27,775 $ 192,145 |
CONCENTRATIONS OF CREDIT RISK (
CONCENTRATIONS OF CREDIT RISK (Tables) | 12 Months Ended |
May 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Net sales | Two customers accounted for 60% of net sales for the year ended May 31, 2016, as set forth below: Customer 1 29 % Customer 2 (related party, see Note 13) 31 % |
Schedule of accounts receivable | Two customers accounted for 94% of the accounts receivable as of May 31, 2016, as set forth below: Customer 1 83 % Customer 2 11 % |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
May 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segment | Operating results for the business segments of the Company were as follows: Arkados AES Total Year Ended May 31, 2016 Revenues $ 730,249 $ 1,140,781 $ 1,871,030 Loss from operations $ (2,171,333 ) $ (907,579 ) $ (3,078,912 ) Year Ended May 31, 2015 Revenues $ 403,852 $ 80,410 $ 484,262 Loss from operations $ (4,059,619 ) $ (66,667 ) $ (4,126,286 ) Total assets May 31, 2016 $ 236,797 $ 347,846 $ 584,643 May 31, 2015 $ 283,154 $ 254,772 $ 537,926 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Number | Mar. 18, 2015 | May 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of subsidiaries | 2 | |
Description of reverse stock split | 1-for-30 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Potentially dilutive securities | 8,323,807 | 5,063,571 |
Convertible Notes [Member] | ||
Potentially dilutive securities | 85,320 | 113,085 |
Stock Option [Member] | ||
Potentially dilutive securities | 3,012,500 | 1,012,500 |
Warrant [Member] | ||
Potentially dilutive securities | 5,225,987 | 3,937,986 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | May 31, 2016 | May 31, 2015 |
Accounting Policies [Abstract] | ||
Finished goods | $ 60,012 | $ 147,605 |
Work-in-process (unbilled labor) | 60,398 | 9,100 |
Inventory, net | $ 120,410 | $ 156,705 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | 146 Months Ended | |
May 31, 2016 | May 31, 2015 | May 31, 2016 | |
Accounting Policies [Abstract] | |||
Net income (loss) | $ (3,109,331) | $ (4,407,167) | $ 43,200,000 |
Stock based compensation | $ 1,968,084 | 3,283,205 | |
Method used | Black-Scholes option pricing model | ||
Value of common stock and warrants issued for purchase of intangible | $ 249,113 | ||
Useful life | 1 year |
SALE OF LICENSE AND IP AGREEM34
SALE OF LICENSE AND IP AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2010 | May 31, 2016 | |
Proceeds from sale of intangible assets | $ 7,000,000 | |
Proceeds from sale of other assets | 4,000,000 | |
Settlement of outstanding secured debt | $ 20,000,000 | |
Workers Compensation Liability | 1,400,000 | |
Employee-related Liabilities | 5,200,000 | |
Proceeds from license fee received | $ 7,000,000 | |
Payments to employees | 1,429,949 | |
Settlement Agreements [Member] | ||
Settlement amounts owed | 30,000,000 | |
Extinguishment of debt | 10,862,241 | |
Payments for restructuring | 3,862,241 | |
Unsecured debt | 2,100,000 | |
Settlement Agreements [Member] | Notes Payable [Member] | ||
Extinguishment of debt | 818,768 | |
Settlement Agreements [Member] | Equity [Member] | ||
Extinguishment of debt | $ 5,259,926 |
PAYROLL TAX LIABILITIES (Detail
PAYROLL TAX LIABILITIES (Details Narrative) - Merger Certificate Agreement [Member] - Miletos, Inc [Member] - Enikia, LLC [Member] - USD ($) | 12 Months Ended | |
May 31, 2006 | May 07, 2004 | |
Accrued payroll taxes | $ 1,200,000 | |
federal and state of New Jersey taxes | $ 874,000 |
ACCOUNTS PAYABLE AND ACCRUED 36
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 782,654 | $ 463,911 |
Accrued board of director fees | 1,873,611 | |
Accrued interest and penalties payable | 116,035 | 98,078 |
Accrued payroll | 28,320 | 54,882 |
Accrued other | 95,373 | 164,650 |
Accounts payable and accrued expenses | $ 1,022,382 | $ 2,655,132 |
ACCOUNTS PAYABLE AND ACCRUED 37
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Payables and Accruals [Abstract] | ||
Other nonoperating income | $ 124,793 |
NOTES PAYABLE, RELATED PARTY 38
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2011 | Dec. 31, 2010 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Jan. 08, 2016 | May 31, 2012 | May 31, 2010 | |
Accrued interest | $ 11,332 | |||||||
Notes payable,net of debt discounts | $ 335,832 | $ 345,832 | ||||||
Refinanced related party payables | ||||||||
Notes Payable [Member] | ||||||||
Accrued interest | 0 | |||||||
Proceeds from debt | 200,000 | $ 400,000 | ||||||
Notes payable,net of debt discounts | 335,832 | 345,832 | 939,894 | |||||
Debt discount | $ 0 | $ 309,263 | ||||||
Refinanced related party payables | $ 130,000 | |||||||
STMicroelectronics, Inc [Member] | Notes Payable & Convertible Debentures [Member] | ||||||||
Convertible debt | $ 688,768 | $ 17,269,689 | ||||||
Accrued interest | $ 3,671,137 | |||||||
Repayment of debt | $ 3,526,523 | $ 5,570,059 |
NOTES PAYABLE, RELATED PARTY 39
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED (Details Narrative 1) | Jan. 15, 2016Number | Apr. 01, 2015USD ($)Number | May 31, 2016USD ($) | May 31, 2015USD ($) | Jan. 08, 2016USD ($) | Mar. 16, 2015$ / shares | Sep. 30, 2014USD ($) | Sep. 10, 2014USD ($)$ / shares | Aug. 12, 2014USD ($)$ / shares | Aug. 11, 2014USD ($)$ / shares |
Principal amount | $ 130,000 | $ 502,408 | ||||||||
Notes payable, net of debt discounts | $ 335,832 | $ 345,832 | ||||||||
Gain on extinguishment of debt | 44,071 | |||||||||
6% Convertible Note Due 2015-10-31 [Member] | ||||||||||
Principal amount | $ 100,000 | |||||||||
Conversion price (in dollars per shares) | $ / shares | $ 0.30 | $ 0.60 | ||||||||
Fair value of debt beneficial conversion feature | $ 35,500 | |||||||||
Number of shares issued for conversion | Number | 345,360 | |||||||||
Debt beneficial conversion feature | $ 3,608 | |||||||||
6% Convertible Note Due 2015-10-31 [Member] | ||||||||||
Principal amount | $ 100,000 | |||||||||
Conversion price (in dollars per shares) | $ / shares | $ 0.60 | |||||||||
Fair value of debt beneficial conversion feature | $ 35,500 | |||||||||
Number of shares issued for conversion | Number | 345,303 | |||||||||
Debt beneficial conversion feature | $ 3,591 | |||||||||
6% Two Convertible Note Due 2015-10-31 [Member] | ||||||||||
Principal amount | $ 130,000 | $ 65,000 | ||||||||
Conversion price (in dollars per shares) | $ / shares | $ 1.20 | |||||||||
Number of shares issued for conversion | Number | 50,000 | |||||||||
Notes payable, net of debt discounts | $ 174,071 | |||||||||
Gain on extinguishment of debt | $ 44,071 |
NOTES PAYABLE, RELATED PARTY 40
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED (Details Narrative 2) | Jan. 15, 2016USD ($)Number$ / shares | May 06, 2016USD ($) | Jan. 31, 2016USD ($) | Jan. 08, 2016USD ($) | Sep. 30, 2014USD ($) | Sep. 10, 2014USD ($)$ / shares |
Principal amount | $ 130,000 | $ 502,408 | ||||
6% Promissory Note Due 2017-01-15 [Member] | ||||||
Principal amount | $ 60,000 | |||||
6% Two Convertible Note Due 2015-10-31 [Member] | ||||||
Principal amount | $ 130,000 | $ 65,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.20 | |||||
Number of shares issued for conversion | Number | 50,000 | |||||
6% Convertible Note Due 2016-12-31 [Member] | ||||||
Principal amount | $ 40,000 | |||||
Conversion price (in dollars per share) | $ / shares | $ 1.20 | |||||
12% Promissory Note Due 2016-06-30 [Member] | ||||||
Principal amount | $ 10,000 | $ 10,000 |
NOTES PAYABLE, RELATED PARTY 41
NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED (Details Narrative 3) - USD ($) | Jan. 08, 2016 | Apr. 01, 2015 | Sep. 30, 2014 | May 31, 2016 | May 31, 2015 |
Gain on extinguishment of debt | $ 44,071 | ||||
Debt outstanding | 456,930 | 456,930 | |||
Proceeds from related party debt | |||||
Value of shares issued during the period | 503,000 | $ 500,000 | |||
Number of warrants called (in shares) | 418,669 | ||||
Number of shares issued for conversion | 50,000 | 456,930 | |||
Bridge Note [Member] | |||||
Debt outstanding | $ 207,753 | $ 466,000 | |||
Number of share issued during the period (in shares) | 256,486 | 648,381 | |||
Unsecured Debt [Member] | |||||
Debt outstanding | $ 502,408 | ||||
Number of share issued during the period (in shares) | 418,669 | ||||
Various Former Employees [Member] | Warrant [Member] | |||||
Due to related party | $ 747,535 | ||||
Number of warrants called (in shares) | 622,947 | ||||
Warranr exercise price (in dollars per shares) | $ 1.20 | ||||
Warranr term | 5 years | ||||
STMicroelectronics, Inc [Member] | |||||
Due to related party | $ 179,000 | $ 179,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Deferred tax asset: | ||
Net operating loss carry forward | $ 7,219,000 | $ 6,970,000 |
Accrued compensation | 72,000 | |
Changes in prior year estimates | 150,000 | (83,000) |
Valuation allowance | (7,369,000) | (6,959,000) |
Net deferred tax asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Reconciliation of the statutory federal income tax benefit to actual tax benefit | ||
Federal statutory income tax rates | (35.00%) | (35.00%) |
State statutory income tax rate, net of federal benefit | (5.00%) | (5.00%) |
Permanent differences - equity rights | 24.00% | 33.00% |
Other | 3.00% | |
Change in net operating loss | 13.00% | 7.00% |
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Increase (decrease) valuation allowance | $ 291,000 | $ 83,000 | |
Valuation allowance decrease by accrued compensation | $ 299,000 | ||
Operating loss carryforwards | $ 18,000,000 | ||
Percentage of change in ownership of certain stock holdings | 50.00% | ||
Maximum [Member] | |||
Operating loss carryforwards, expiration date | May 31, 2036 | ||
Minimum [Member] | |||
Operating loss carryforwards, expiration date | May 31, 2027 |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($) | Apr. 28, 2016 | Apr. 22, 2016 | Apr. 08, 2016 | Feb. 23, 2016 | Jan. 08, 2016 | Apr. 01, 2015 | Mar. 18, 2015 | Mar. 15, 2015 | Sep. 11, 2013 | Jun. 25, 2015 | Feb. 19, 2015 | Sep. 30, 2014 | May 31, 2015 | May 31, 2016 | May 31, 2015 | Jun. 02, 2015 | Jul. 16, 2014 | Mar. 17, 2014 | Sep. 19, 2013 |
Common stock, shares authorized | 100,000,000 | ||||||||||||||||||
Stockholders' equity, reverse stock split | 1-for-30 | ||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | ||||||||||||||||||
Number of warrants called | 418,669 | ||||||||||||||||||
Principal amount | $ 130,000 | $ 502,408 | |||||||||||||||||
Value of shares issued during the period | 503,000 | $ 500,000 | |||||||||||||||||
Value of shares issued for service | 274,500 | ||||||||||||||||||
Shares issued, price per share | $ 0.51 | $ 1.75 | |||||||||||||||||
Value of shares issued for stock compensation | $ 344,250 | $ 250,833 | |||||||||||||||||
Number of shares issued for debt conversion | 50,000 | 456,930 | |||||||||||||||||
Accrued interest | $ 11,332 | ||||||||||||||||||
Value of shares issued in connection with intangible assets | $ 125,000 | ||||||||||||||||||
first tranche [Member] | |||||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||||
Two tranche [Member] | |||||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||||
Mark Gelnaw [Member] | |||||||||||||||||||
Number of share issued during the period (in shares) | 35,000 | ||||||||||||||||||
Terrence DeFranco [Member] | |||||||||||||||||||
Number of share issued during the period (in shares) | 500,000 | 108,333 | |||||||||||||||||
Key Employees [Member] | |||||||||||||||||||
Number of share issued during the period (in shares) | 675,000 | ||||||||||||||||||
New Note [Member] | |||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||
Unsecured Creditor (Settlement Agreement and General Release ) [Member] | |||||||||||||||||||
Number of warrants called | 256,486 | 648,381 | |||||||||||||||||
Principal amount | $ 207,754 | $ 466,000 | |||||||||||||||||
Value of shares issued during the period | $ 125,000 | ||||||||||||||||||
Number of share issued during the period (in shares) | 116,667 | ||||||||||||||||||
Two Vendor (Settlement Agreement and General Release) [Member] | |||||||||||||||||||
Accounts payable | $ 338,806 | ||||||||||||||||||
Andreas Typaldos (Separation and Release Agreement) [Member] | |||||||||||||||||||
Number of share issued during the period (in shares) | 469,132 | ||||||||||||||||||
Private Placement Offering ("PPO") [Member] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction | 2,500,000 | ||||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ 2 | ||||||||||||||||||
Sale of stock, consideration received on transaction | $ 1,500,000 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Units issued | 166,666 | ||||||||||||||||||
Value of shares issued during the period | $ 500,000 | ||||||||||||||||||
Number of share issued during the period (in shares) | 833,330 | 838,334 | |||||||||||||||||
Proceeds from issuance of private placement (in dollars) | $ 452,000 | ||||||||||||||||||
Warrants to purchase common stock | 838,334 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||||||||||||||||
Value of shares issued during the period | $ 84 | $ 83 | |||||||||||||||||
Number of share issued during the period (in shares) | 838,334 | 833,330 | |||||||||||||||||
Number of shares issued for services | 400,000 | ||||||||||||||||||
Value of shares issued for service | $ 40 | ||||||||||||||||||
Stock issued during period, shares | 1,261,683 | ||||||||||||||||||
Number of shares issued for debt conversion | 50,000 | ||||||||||||||||||
Value of shares issued in connection with intangible assets | $ 17 | ||||||||||||||||||
Number of shares issued in connection with intangible assets | 166,667 | ||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||
Warrant exercise price (in dollars per shares) | $ 2 | ||||||||||||||||||
Warrants to purchase common stock | 166,667 | ||||||||||||||||||
Value of shares issued in connection with intangible assets | $ 249,113 | ||||||||||||||||||
Number of shares issued in connection with intangible assets | 166,667 | ||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ 1.50 | ||||||||||||||||||
Unsecured Creditor (Settlement Agreement and General Release ) [Member] | |||||||||||||||||||
Accounts payable | 1,200,000 | $ 550,000 | |||||||||||||||||
Number of shares issued upon conversion | 792,550 | ||||||||||||||||||
Unsecured Creditor (Settlement Agreement and General Release ) [Member] | Promissory Note [Member] | |||||||||||||||||||
Debt beneficial conversion feature | $ 310,977 | ||||||||||||||||||
Unsecured Creditor (Settlement Agreement and General Release ) [Member] | Third Bridge Note [Member] | |||||||||||||||||||
Debt beneficial conversion feature | $ 116,364 | ||||||||||||||||||
Number of shares issued upon conversion | 4,387,879 | ||||||||||||||||||
Consulting Agreement Four [Member] | |||||||||||||||||||
Stock issued during period, shares | 50,000 | ||||||||||||||||||
Shares issued, price per share | $ 1.20 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at Begining | 1,012,500 | 1,247,917 |
Granted | 4,100,000 | |
Exercised | ||
Expired or cancelled | (235,417) | |
Outstanding at Ending | 5,112,500 | 1,012,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [RollForward] | ||
Outstanding at Beginning | $ 1.20 | $ 1.53 |
Granted | 0.94 | |
Exercised | ||
Expired or cancelled | 2.95 | |
Outstanding at Ending | $ 0.99 | $ 1.20 |
STOCK-BASED COMPENSATION (Det47
STOCK-BASED COMPENSATION (Details 1) | 12 Months Ended |
May 31, 2016$ / sharesshares | |
Shares outstanding | 5,112,500 |
Weighted-Average Remaining Life | 6 years 23 days |
Number Exercisable | 5,112,500 |
$0.60 [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 0.60 |
Shares outstanding | 2,300,000 |
Weighted-Average Remaining Life | 5 years 5 months 19 days |
Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 0.60 |
Number Exercisable | 2,300,000 |
$1.00 [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 1 |
Shares outstanding | 700,000 |
Weighted-Average Remaining Life | 2 years 4 months 17 days |
Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 1 |
Number Exercisable | 700,000 |
$1.20 [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 1.20 |
Shares outstanding | 1,562,500 |
Weighted-Average Remaining Life | 8 years 6 months 29 days |
Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 1.20 |
Number Exercisable | 1,562,500 |
$2.00 [Member] | |
Range of exercise prices (in dollars per share) | $ / shares | $ 2 |
Shares outstanding | 550,000 |
Weighted-Average Remaining Life | 6 years 29 days |
Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 2 |
Number Exercisable | 550,000 |
STOCK-BASED COMPENSATION (Det48
STOCK-BASED COMPENSATION (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at Begining | 3,937,986 | 2,401,043 |
Granted | 1,288,001 | 1,536,943 |
Exercised | ||
Expired or cancelled | ||
Outstanding at end | 5,225,987 | 3,937,986 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted-Average Exercise Price [Roll Forward] | ||
Outstanding at Begining | $ 1.45 | $ 1.34 |
Granted | 1.78 | 1.63 |
Exercised | ||
Expired or cancelled | ||
Outstanding at end | $ 1.53 | $ 1.45 |
STOCK-BASED COMPENSATION (Det49
STOCK-BASED COMPENSATION (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Shares outstanding | 5,225,987 | 3,937,986 | 2,401,043 |
Weighted-average remaining life | 2 years 8 months 1 day | ||
Weighted-average exercise price (in dollars per share) | $ 1.53 | $ 1.45 | $ 1.34 |
Number exercisable | 5,225,987 | ||
$1.00 [Member] | |||
Shares outstanding | 283,000 | ||
Weighted-average remaining life | 2 years 5 months 19 days | ||
Weighted-average exercise price (in dollars per share) | $ 1 | ||
Number exercisable | 283,000 | ||
$1.20 [Member] | |||
Shares outstanding | 3,004,656 | ||
Weighted-average remaining life | 3 years 1 month 20 days | ||
Weighted-average exercise price (in dollars per share) | $ 1.20 | ||
Number exercisable | 3,004,656 | ||
$2.00 [Member] | |||
Shares outstanding | 1,838,331 | ||
Weighted-average remaining life | 2 years 25 days | ||
Weighted-average exercise price (in dollars per share) | $ 2 | ||
Number exercisable | 1,838,331 | ||
Greater Than $2.00 [Member] | |||
Shares outstanding | 100,000 | ||
Weighted-average remaining life | 5 months 19 days | ||
Weighted-average exercise price (in dollars per share) | $ 4.50 | ||
Number exercisable | 100,000 |
STOCK-BASED COMPENSATION (Det50
STOCK-BASED COMPENSATION (Detail Narrative) - USD ($) | Apr. 08, 2014 | May 31, 2016 | May 31, 2015 | May 31, 2014 |
Method used | Black-Scholes option pricing model | |||
Employee Stock Option [Member] | ||||
Number of gross option granted | 4,100,000 | |||
Weighted average exercise price | $ 0.94 | |||
Stock based compensation | $ 1,622,778 | |||
Method used | Black-Scholes option pricing model | |||
Expected term | 1 year 6 months | |||
Employee Stock Option [Member] | Outside 2004 Plan [Member] | ||||
Number of gross option granted | 2,100,000 | |||
Chief Executive Officer [Member] | Employee Stock Option [Member] | ||||
Number of gross option granted | 1,181,250 | |||
Weighted average exercise price | $ 1.20 | |||
Weighted average remaining contractual term | 10 years |
STOCK-BASED COMPENSATION (Det51
STOCK-BASED COMPENSATION (Detail Narrative 1) - USD ($) | Apr. 28, 2016 | Apr. 22, 2016 | Oct. 16, 2015 | Jun. 25, 2015 | Apr. 08, 2014 | Nov. 30, 2015 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Jun. 02, 2015 |
Method used | Black-Scholes option pricing model | |||||||||
Private Placement Offering ("PPO") [Member] | ||||||||||
Warrants to purchase common stock | 838,334 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Warrants to purchase common stock | 166,667 | |||||||||
Number of shares issued in connection with intangible assets | 166,667 | |||||||||
Warrant [Member] | ||||||||||
Number of gross warrant granted | 622,947 | |||||||||
Method used | Black-Scholes option pricing model | |||||||||
Consulting charges | $ 349,721 | |||||||||
Warrant [Member] | Private Placement Offering ("PPO") [Member] | ||||||||||
Number of gross warrant granted | 833,330 | |||||||||
Warrant [Member] | Consulting Contract [Member] | ||||||||||
Stock price (in dollars per share) | $ 1 | |||||||||
Strike price (in dollars per share) | $ 1 | $ 1.20 | ||||||||
Expected volatility (as a percent) | 87.54% | 100.00% | ||||||||
Risk-free interest rate | 1.21% | 1.50% | ||||||||
Dividend rate | 0.00% | 0.00% | ||||||||
Expected term | 3 years | 3 years | ||||||||
Number of gross warrant granted | 33,000 | 88,000 | ||||||||
Method used | Black-Scholes option pricing model | |||||||||
Common stock, par value (in dollars per share) | $ 1 | |||||||||
Warrant outstanding | 18,471 | |||||||||
Warrant [Member] | Software Development Agreement [Member] | ||||||||||
Stock price (in dollars per share) | $ 1 | |||||||||
Strike price (in dollars per share) | $ 1 | |||||||||
Expected volatility (as a percent) | 87.54% | |||||||||
Risk-free interest rate | 1.21% | |||||||||
Dividend rate | 0.00% | |||||||||
Expected term | 3 years | |||||||||
Number of gross warrant granted | 250,000 | |||||||||
Method used | Black-Scholes option pricing model | |||||||||
Common stock, par value (in dollars per share) | $ 1 | |||||||||
Warrant outstanding | 139,928 | |||||||||
Warrant [Member] | Asset Purchase Agreement [Member] | ||||||||||
Stock price (in dollars per share) | $ 0.75 | |||||||||
Strike price (in dollars per share) | $ 2 | |||||||||
Expected volatility (as a percent) | 293.00% | |||||||||
Risk-free interest rate | 93.00% | |||||||||
Dividend rate | 0.00% | |||||||||
Expected term | 3 years | |||||||||
Number of gross warrant granted | 124,000 | |||||||||
Method used | Black-Scholes option pricing model | |||||||||
Common stock, par value (in dollars per share) | $ 2 | |||||||||
Warrants to purchase common stock | 166,667 | |||||||||
Number of shares issued in connection with intangible assets | 166,667 | |||||||||
Outside 2004 Plan [Member] | Employee Stock Option [Member] | Key Employees [Member] | ||||||||||
Award vesting period | 10 years | |||||||||
Number of gross option granted | 1,100,000 | |||||||||
Minimum [Member] | Warrant [Member] | Consulting Contract [Member] | ||||||||||
Stock price (in dollars per share) | $ 0.46 | |||||||||
Maximum [Member] | Warrant [Member] | Consulting Contract [Member] | ||||||||||
Stock price (in dollars per share) | 1.87 | |||||||||
Employee Stock Option [Member] | ||||||||||
Award vesting period | 3 years | |||||||||
Aggregate intrinsic value | $ 230,000 | |||||||||
Weighted average fair value of options granted | $ 0.74 | $ 0 | ||||||||
Total fair value of shares vested | $ 230,000 | $ 0 | $ 968,092 | |||||||
Number of gross option granted | 4,100,000 | |||||||||
Weighted average exercise price | $ 0.94 | |||||||||
Stock based compensation | $ 1,622,778 | |||||||||
Stock price (in dollars per share) | 1.75 | $ 1.20 | ||||||||
Strike price (in dollars per share) | $ 0.60 | $ 1.20 | ||||||||
Expected volatility (as a percent) | 91.35% | 93.24% | ||||||||
Risk-free interest rate | 0.73% | 1.50% | ||||||||
Dividend rate | 0.00% | 0.00% | ||||||||
Expected term | 1 year 6 months | |||||||||
Method used | Black-Scholes option pricing model | |||||||||
Employee Stock Option [Member] | Chief Executive Officer [Member] | ||||||||||
Number of gross option granted | 1,181,250 | |||||||||
Weighted average exercise price | $ 1.20 | |||||||||
Weighted average remaining contractual term | 10 years | |||||||||
Employee Stock Option [Member] | 2004 Plan [Member] | ||||||||||
Number of gross option granted | 1,300,000 | |||||||||
Weighted average remaining contractual term | 3 years | |||||||||
Employee Stock Option [Member] | 2004 Plan [Member] | Chief Executive Officer [Member] | ||||||||||
Number of gross option granted | 1,000,000 | |||||||||
Weighted average exercise price | $ 0.60 | |||||||||
Employee Stock Option [Member] | 2004 Plan [Member] | Director [Member] | ||||||||||
Number of gross option granted | 300,000 | |||||||||
Weighted average exercise price | $ 0.60 | |||||||||
Employee Stock Option [Member] | 2004 Plan [Member] | Employees [Member] | ||||||||||
Number of gross option granted | 700,000 | |||||||||
Weighted average exercise price | $ 1 | |||||||||
Employee Stock Option [Member] | Outside 2004 Plan [Member] | ||||||||||
Number of gross option granted | 2,100,000 | |||||||||
Employee Stock Option [Member] | Outside 2004 Plan [Member] | Chief Executive Officer [Member] | $0.60 [Member] | ||||||||||
Number of gross option granted | 500,000 | |||||||||
Weighted average exercise price | $ .60 | |||||||||
Employee Stock Option [Member] | Outside 2004 Plan [Member] | Chief Executive Officer [Member] | $1.20 [Member] | ||||||||||
Number of gross option granted | 300,000 | |||||||||
Weighted average exercise price | $ 1.20 | |||||||||
Employee Stock Option [Member] | Outside 2004 Plan [Member] | Chief Executive Officer [Member] | $2.00 [Member] | ||||||||||
Number of gross option granted | 300,000 | |||||||||
Weighted average exercise price | $ 2 | |||||||||
Employee Stock Option [Member] | Minimum [Member] | ||||||||||
Expected term | 2 years | |||||||||
Employee Stock Option [Member] | Maximum [Member] | ||||||||||
Expected term | 5 years |
LICENSE AGREEMENTS (Details Nar
LICENSE AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Master Agreement License of Process and Event Management System [Member] | ||
License and services revenue | $ 172,600 | $ 284,788 |
Percentage of fees for software services | 10.00% | |
Agreement License of Meter Collar and Bridge Programmable Logic Controllers [Member] | ||
License and services revenue | $ 87,500 | $ 115,700 |
Agreement To Provide Service In Area Of Business Development [Member] | ||
License and services revenue | $ 3,950,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | May 31, 2015USD ($) |
Future minimum rental commitments of non-cancelable operating lease of office rent | |
2,017 | $ 81,331 |
2,018 | 83,039 |
2019 and thereafter | 27,775 |
Operating leases, future minimum payments due | $ 192,145 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | May 15, 2016USD ($)shares | Feb. 23, 2016USD ($)shares | Nov. 15, 2015$ / sharesshares | May 12, 2015USD ($) | Feb. 19, 2015USD ($)$ / sharesshares | Jan. 15, 2015USD ($) | May 31, 2016USD ($)ft² | May 31, 2015USD ($) | Apr. 22, 2016$ / shares | Jun. 25, 2015$ / shares |
Monthly rental income, nonoperating | $ 1,874 | $ 2,034 | ||||||||
Lease term | 2 years | |||||||||
Rent expenses | 80,992 | $ 17,488 | ||||||||
Value of common stock issue | 503,000 | $ 500,000 | ||||||||
Shares issued, price per share | $ / shares | $ 0.51 | $ 1.75 | ||||||||
Consulting Agreement Four [Member] | ||||||||||
Payments of stock issuance costs | $ 5,000 | |||||||||
Addition consultancy fees | $ 5,000 | |||||||||
Stock issued during period, shares | shares | 50,000 | |||||||||
Shares issued, price per share | $ / shares | $ 1.20 | |||||||||
Proceeds from issuance or sale of equity | $ 500,000 | |||||||||
Consulting Agreement Five [Member] | ||||||||||
Payments of stock issuance costs | $ 3,000 | |||||||||
Percentage of additional success fee | 5.00% | |||||||||
Consulting Agreement Six [Member] | ||||||||||
Number of securities called by warrants or rights | shares | 33,000 | |||||||||
Exercise price of warrant | $ / shares | $ 1 | |||||||||
Consulting Agreement Eight [Member] | ||||||||||
Number of common stock issue | shares | 100,000 | |||||||||
Consulting Agreement Eight [Member] | Prepaid Expense Member [Member] | ||||||||||
Value of common stock issue | $ 69,000 | |||||||||
AES [Member] | ||||||||||
Monthly rental income, nonoperating | $ 57,300 | |||||||||
Area occupied pursuant to a lease | ft² | 1,850 | |||||||||
LPF Communications [Member] | Consulting Agreement Seven [Member] | ||||||||||
Number of common stock issue | shares | 300,000 | |||||||||
LPF Communications [Member] | Consulting Agreement Seven [Member] | Prepaid Expense Member [Member] | ||||||||||
Value of common stock issue | $ 205,000 | |||||||||
LPF Communications [Member] | Consulting Agreement Seven [Member] | Tranche One [Member] | ||||||||||
Stock issued during period, shares, issued for services | shares | 150,000 | |||||||||
LPF Communications [Member] | Consulting Agreement Seven [Member] | Tranche Two[Member] | ||||||||||
Stock issued during period, shares, issued for services | shares | 150,000 |
CONCENTRATIONS OF CREDIT RISK55
CONCENTRATIONS OF CREDIT RISK (Details ) | 12 Months Ended |
May 31, 2016 | |
Net Sales [Member] | |
Concentration risk, percentage | 60.00% |
Net Sales [Member] | Customer 1 [Member] | |
Concentration risk, percentage | 29.00% |
Net Sales [Member] | Customer 2 [Member] | |
Concentration risk, percentage | 31.00% |
Accounts Receivable [Member] | |
Concentration risk, percentage | 94.00% |
Accounts Receivable [Member] | Customer 1 [Member] | |
Concentration risk, percentage | 83.00% |
Accounts Receivable [Member] | Customer 2 [Member] | |
Concentration risk, percentage | 11.00% |
CONCENTRATIONS OF CREDIT RISK56
CONCENTRATIONS OF CREDIT RISK (Details Narrative) | 12 Months Ended |
May 31, 2016Number | |
Net Sales [Member] | |
Number of customers | 2 |
Concentration risk, percentage | 60.00% |
Accounts Receivable [Member] | |
Number of customers | 2 |
Concentration risk, percentage | 94.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Mark Gelnaw [Member] | ||
Consulting services | $ 78,872 | $ 44,800 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Revenues | $ 1,871,030 | $ 484,262 |
Loss from operations | (3,078,912) | (4,126,286) |
Total assets | 584,643 | 537,926 |
Arkados [Member] | ||
Revenues | 730,249 | 403,852 |
Loss from operations | (2,171,333) | (4,059,619) |
Total assets | 236,797 | 283,154 |
AES [Member] | ||
Revenues | 1,140,781 | 80,410 |
Loss from operations | (907,579) | (66,667) |
Total assets | $ 347,846 | $ 254,772 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 11, 2016 | Jan. 08, 2016 | Sep. 30, 2014 |
Principal amount | $ 130,000 | $ 502,408 | |
Subsequent Event [Member] | 10% Promissory Note Due 2017-01-15 [Member] | |||
Principal amount | $ 150,000 |