Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Aug. 31, 2017 | Oct. 11, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CLS HOLDINGS USA, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 34,376,944 | |
Amendment Flag | false | |
Entity Central Index Key | 1,522,222 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Aug. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 12,099 | $ 78,310 |
Prepaid expenses | 1,410 | 1,410 |
Total current assets | 13,509 | 79,720 |
Security deposit | 0 | 50,000 |
Property, plant and equipment, net of accumulated depreciation of $2,007 and $1,784 | 667 | 890 |
Intangible assets, net of accumulated amortization of $936 and $828 | 1,222 | 1,330 |
Total assets | 15,398 | 131,940 |
Current liabilities | ||
Accounts payable and accrued liabilities | 638,268 | 581,765 |
Accrued compensation, related party | 53,750 | 53,750 |
Due to related party | 17,930 | 17,930 |
Accrued interest | 28,400 | 20,171 |
Accrued interest, related party | 130,220 | 106,022 |
Notes payable, related parties | 0 | 699,208 |
Convertible notes payable, net of discount of $18,155 and $57,644 | 307,595 | 252,356 |
Convertible notes payable, related party, net of discount of $0 and $0 | 24,000 | 0 |
Derivative liability | 214,621 | 95,276 |
Total current liabilities | 1,414,784 | 1,826,478 |
Noncurrent liabilities | ||
Convertible notes payable, related parties, net of discount of $349,219 and $0 | 698,256 | 192,000 |
Total Liabilities | 2,113,040 | 2,018,478 |
Commitments and contingencies | ||
Stockholder’s equity | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 32,876,944 and 32,852,944 shares issued and outstanding at August 31, 2017 and May 31, 2017, respectively | 3,288 | 3,286 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued | 0 | 0 |
Additional paid-in capital | 7,387,415 | 7,032,836 |
Stock payable | 68,950 | 68,950 |
Accumulated deficit | (9,557,295) | (8,991,610) |
Total stockholder's equity (deficit) | (2,097,642) | (1,886,538) |
Total liabilities and stockholders' equity (deficit) | $ 15,398 | $ 131,940 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Property, plant and equipment, accumulated depreciation | $ 2,007 | $ 1,784 |
Intangible assets, accumulated amortization | $ 936 | $ 828 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 32,876,944 | 32,852,944 |
Common stock, shares outstanding | 32,876,944 | 32,852,944 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Convertible Debt [Member] | Non-Related Party Debt [Member] | ||
Convertible notes payable, discount | $ 18,155 | $ 57,644 |
Convertible Debt [Member] | Related Party Notes [Member] | ||
Convertible notes payable, discount | 0 | 0 |
Convertible notes payable, discount | $ 349,219 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Revenue | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross margin | 0 | 0 |
Selling, general and administrative expenses | 213,203 | 174,745 |
Professional fees | 146,001 | 306,181 |
Total operating expenses | 359,204 | 480,926 |
Operating loss | (359,204) | (480,926) |
Other (income) expense: | ||
Interest expense | 74,866 | 258,070 |
Gain on settlement of debt | (3,480) | 0 |
Loss on modification of debt | 29,145 | 0 |
Change in fair value of derivative liability | 105,950 | (123,921) |
Total other expense | 206,481 | 134,149 |
Income (Loss) before income taxes | (565,685) | (615,075) |
Income tax expense | 0 | 0 |
Net income (loss) | $ (565,685) | $ (615,075) |
Net income (loss) per share - basic (in Dollars per share) | $ (0.02) | $ (0.03) |
Net income (loss) per share - diluted (in Dollars per share) | $ (0.02) | $ (0.03) |
Weighted average shares outstanding - basic (in Shares) | 32,865,727 | 20,350,003 |
Weighted average shares outstanding - diluted (in Shares) | 32,865,727 | 20,350,003 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (565,685) | $ (615,075) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Imputed interest | 271 | 271 |
Change in fair value of derivative | 105,950 | (123,921) |
Loss on modification of debt | 29,145 | 0 |
Gain on settlement of debt | (3,480) | 0 |
Amortization of debt discounts | 42,060 | 202,196 |
Depreciation and amortization expense | 331 | 331 |
Changes in assets and liabilities: | ||
Other assets | 50,000 | 0 |
Accounts payable and accrued expenses | 112,068 | 59,905 |
Accrued compensation | 62,500 | 37,500 |
Due to related parties | 0 | 4,697 |
Accrued interest, related party | 24,198 | 34,191 |
Deferred rent | (49,565) | 0 |
Accrued interest | 8,229 | 21,412 |
Net cash used in operating activities | (183,978) | (378,493) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for construction in progress | 0 | (11,513) |
Net cash used in investing activities | 0 | (11,513) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party convertible notes payable | 0 | 150,000 |
Proceeds from related party notes payable | 117,767 | 179,000 |
Principal payments on related party notes payable | 0 | (24,000) |
Net cash provided by financing activities | 117,767 | 305,000 |
Net increase in cash and cash equivalents | (66,211) | (85,006) |
Cash and cash equivalents at beginning of period | 78,310 | 88,244 |
Cash and cash equivalents at end of period | 12,099 | 3,238 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible note issued for unpaid accrued salary | 62,500 | 250,000 |
Related party notes payable reclassified as related party convertible notes payable | 816,975 | 222,750 |
Beneficial conversion feature on convertible notes payable | 351,790 | 0 |
Shares issued for settlement of accounts payable | $ 6,000 | $ 0 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. On November 12, 2014, CLS Labs, Inc. (“CLS Labs”) acquired 10,000,000 shares, or 55.6%, of the outstanding shares of common stock of Adelt from its founder, Larry Adelt. On that date, Jeffrey Binder, the Chairman, President and Chief Executive Officer of CLS Labs, was appointed Chairman, President and Chief Executive Officer of the Company. On November 20, 2014, Adelt adopted amended and restated articles of incorporation, thereby changing its name to CLS Holdings USA, Inc. Effective December 10, 2014, the Company effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-0.625 (the “Reverse Split”), wherein 0.625 shares of the Company’s common stock were issued in exchange for each share of common stock issued and outstanding. As a result, 6,250,000 shares of the Company’s common stock were issued to CLS Labs in exchange for the 10,000,000 shares that it owned by virtue of the above-referenced purchase from Larry Adelt. On April 29, 2015, the Company, CLS Labs and CLS Merger Inc., a Nevada corporation and wholly owned subsidiary of CLS Holdings(“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) and completed a merger, whereby CLS Merger Inc. merged with and into CLS Labs, with CLS Labs remaining as the surviving entity (the “Merger”). Upon the consummation of the Merger, the shares of the common stock of CLS Holdings owned by CLS Labs were extinguished and the former stockholders of CLS Labs were issued an aggregate of 15,000,000 (post Reverse Split) shares of common stock in CLS Holdings in exchange for their shares of common stock in CLS Labs. As a result of the Merger, the Company acquired the business of CLS Labs and abandoned its previous business. The Company has a patent pending proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates such as oils, waxes, edibles and shatter. These concentrates may be ingested in a number of ways, including through vaporization via electronic cigarettes (“e-cigarettes”), and used for a variety of pharmaceutical and other purposes. Internal testing of this extraction method and conversion process has revealed that it produces a cleaner, higher quality product and a significantly higher yield than the cannabinoid extraction processes currently existing in the marketplace. The Company has not commercialized its patent pending proprietary process or otherwise earned any revenues. The Company plans to generate revenues through licensing, fee-for-service and joint venture arrangements related to its patent pending proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into saleable concentrates. The Company has adopted a fiscal year end of May 31st. Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc., and its wholly owned operating subsidiaries, CLS Labs, Inc. and CLS Labs Colorado, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $12,099 and $78,310 as of August 31, 2017 and May 31, 2017, respectively. Property, Plant and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives. Computer equipment is being depreciated over a three-year period. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. The Company incurred no advertising and marketing costs for the three months ended August 31, 2017 and 2016. Research and Development Research and development expenses are charged to operations as incurred. The Company incurred no research and development costs for the three months ended August 31, 2017 and 2016, respectively. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying amount of the Company’s cash and cash equivalents, note receivable, notes payable, accounts payable and accrued expenses, none of which is held for trading, approximates their estimated fair values due to the short-term maturities of those financial instruments. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company used for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 11). Revenue Recognition For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company has not generated revenue to date. Basic and Diluted Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. A net loss causes all outstanding stock options and warrants to be antidilutive. As a result, the basic and dilutive losses per common share are the same for the three months ended August 31, 2017 and 2016. Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Recent Accounting Pronouncements Accounting standards promulgated by the Financial Accounting Standards Board (“FASB”) are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU will be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting , which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for us on January 1, 2018, and will be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 – Going Concern As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $9,557,295 as of August 31, 2017. Further losses are anticipated in the development of the Company’s business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans, the proceeds from the sale of securities, and/or revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Note 3 - Prepaid Expenses
Note 3 - Prepaid Expenses | 3 Months Ended |
Aug. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | Note 3 – Prepaid Expenses Prepaid expenses consisted of the following at August 31, 2017 and May 31, 2017: August 31, May 31, 2017 2017 Prepaid legal fees $ 1,410 $ 1,410 Total $ 1,410 $ 1,410 |
Note 4 - Security Deposit
Note 4 - Security Deposit | 3 Months Ended |
Aug. 31, 2017 | |
Security Deposits [Abstract] | |
Security Deposits [Text Block] | Note 4 – Security Deposit The Company had a security deposit in the amount of $0 and $50,000 at August 31, 2017 and May 31, 2017, respectively. This amount consisted of a deposit to secure office and warehouse space. In August of 2017, the Company received a demand letter from the landlord requesting the forfeit of the $50,000 security deposit, $10,000 in expenses, $15,699 in remaining rent due under the lease agreement and $30,000 to buy out the remaining amounts due under the lease; during the three months ended August 31, 2017, the Company wrote-off the security deposit in the amount of $50,000. |
Note 5 - Property, Plant and Eq
Note 5 - Property, Plant and Equipment | 3 Months Ended |
Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 – Property, Plant and Equipment Property, plant and equipment consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Computer equipment $ 2,674 $ 2,674 Property and equipment, gross 2,674 2,674 Less: accumulated depreciation (2,007 ) (1,784 ) Property and equipment, net $ 667 $ 890 Depreciation expense totaled $223 and $223 for the three months ended August 31, 2017 and 2016 respectively. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 3 Months Ended |
Aug. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 6 – Intangible Assets Intangible assets consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Domain name $ 2,158 $ 2,158 2,158 2,158 Less: accumulated amortization (936 ) (828 ) Intangible assets, net $ 1,222 $ 1,330 Total amortization expense charged to operations for the three months ended August 31, 2017 and 2016 was $108 and $108, respectively. The domain name is being amortized over a period of 60 months. |
Note 7 - Accounts Payable and A
Note 7 - Accounts Payable and Accrued Liabilities | 3 Months Ended |
Aug. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Trade payables $ 549,817 $ 497,213 Accrued payroll and related liabilities 32,752 34,987 Deferred rent liability 55,699 49,565 Total accounts payable and accrued liabilities $ 638,268 $ 581,765 |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 3 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 8 – Related Party Transactions As of August 31, 2017 and May 31, 2017, the Company owed the amount of $12,500 and $37,500, respectively, to Jeffrey Binder, its President and Chief Executive Officer, for accrued salary. For the three months ended August 31, 2017, unpaid accrued salary in the amount of $62,500 was transferred to a convertible promissory note due to Mr. Binder (see note 9). As of August 31, 2017 and May 31, 2017, the Company owed the amount of $25,000 and $0, respectively, to Alan Bosnett, its Chief Operating Officer for accrued salary. As of August 31, 2017 and May 31, 2017, the Company had accrued salary due to Michael Abrams, a former officer of the Company prior to his September 1, 2015 termination, in the amount of $16,250. As of August 31, 2017 and May 31, 2017, the Company had related party payables in the amount of $17,930 due to officers and directors related to expenses paid on behalf of the Company. The Company imputed interest at the rate of 6% per annum on these liabilities, and recorded imputed interest expense on these liabilities in the amounts of $271 and $271 during the three months ended August 31, 2017 and 2016, respectively. These interest accruals were charged to additional paid-in capital. Related Party Notes Payable The Company has convertible notes payable and notes payable outstanding to Jeffrey Binder, an officer and director, and to Newcan Investment Partners, LLC, an entity that is wholly owned by Frank Koretsky, a director (see note 9). |
Note 9 - Notes Payable
Note 9 - Notes Payable | 3 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Notes Payable Related Party Notes Payable On May 31, 2017, the Company entered into an Omnibus Loan Amendment Agreement (the “Omnibus Loan Amendment”) with Jeffrey I. Binder, Frank Koretsky, Newcan Investment Partners LLC and CLS CO 2016, LLC (collectively, the “Insiders”). Pursuant to the Omnibus Loan Amendment, the Company agreed with the Insiders to amend certain terms of loans the Insiders made to the Company for working capital purposes, which loans were initially demand loans, and, except for recent loans made in 2017, were later memorialized as convertible loans (the “Insider Loans”), in exchange for the agreement of the Insiders to convert all Insider Loans where funds were advanced prior to January 1, 2017, which totaled $2,537,750, plus $166,490 of accrued interest thereon, into an aggregate of 10,816,960 shares of the Company’s common stock at $0.25 per share, and forego the issuance of warrants to purchase the Company’s common stock upon conversion. This resulted in the issuance of an additional 7,609,910 shares compared to the original number of shares issuable upon conversion of the Insider Loans prior to the Omnibus Loan Agreement. The Company valued the shares at $0.125, which was the market price of the Company’s stock at the conversion date, and charged the amount of $951,239 to loss on modification of debt during the twelve months ended May 31, 2017. The Company entered into the Omnibus Loan Amendment in order to ease the debt burden on the Company and prevent it from defaulting on the Insider Loans. Pursuant to the Omnibus Loan Amendment, the following amendments were made to the Insider Loans: (a) the Company reduced the conversion price on the Insider Loans from between $0.75 and $1.07 per share of common stock to $0.25 per share of common stock, in those cases where the conversion price was greater than $0.25, which reduced conversion price exceeded the closing price of the common stock during the three months prior to the Omnibus Loan Amendment; (b) the Company deleted the requirement to issue warrants to purchase the Company’s common stock upon conversion of the Insider Loans; (c) the Company amended one Insider Loan to permit conversion of only the portion of the Insider Loan related to services that were provided to it prior to January 1, 2017; and (d) the Company amended the terms of the Insider Loans where funds were advanced on or after January 1, 2017, which Insider Loans were not converted into the Company’s common stock, to provide for, where not already the case, a 10% interest rate per annum, a $0.25 conversion price per share of common stock, and the deletion of the requirement that the Company issue warrants to purchase its common stock upon conversion of such Insider Loans. The following tables summarize the Company’s loan balances at August 31, 2017 and May 31, 2017: August 31, May 31, 2017 2017 Notes payable to Jeffrey Binder, an officer and director of the Company, for advances to fund operations (the “Binder Funding Notes”). The Binder Funding Notes bear interest at a rate of 6% for loans made through November 30, 2016, and at a rate of 10% for loans made after November 30, 2016. The Binder Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2016, Mr. Binder advanced a total of $95,250 to the Company under the Binder Funding Notes; during the year ended May 31, 2016, $92,500 of this amount was transferred out of the Binder Funding Notes and used to fund two new convertible notes payable to Mr. Binder (See Binder Convertible Notes 1 and 2 below). During the twelve months ended May 31, 2016, the Company accrued interest in the amount of $1,308 on the Binder Funding Notes. In July 2016, the remaining principal balance of $2,750 in the Binder Funding Notes was transferred to a new Convertible Note payable to Mr. Binder (the “Binder Convertible Note 3”). During the twelve months ended May 31, 2017, Mr. Binder advanced a total of $145,850 to the Company under the Binder Funding Notes. Also during the year ended May 31, 2017, Mr. Binder loaned the Company an additional $49,700; which was credited to the Binder Funding Notes. Also during the year ended May 31, 2017, principal in the amount of $59,750 and accrued interest in the amount of $813 was transferred out of the Binder Funding Notes and used to fund two new convertible notes payable to Mr. Binder (See Binder Convertible Notes 3 and 4 below). Also during the year ended May 31, 2017, the Company made principal payments in the aggregate amount of $61,000 under the Binder Funding Notes. During the year ended May 31, 2017, the Company accrued interest in the amount of $1,910 on the Binder Funding Notes. Effective May 31, 2017, pursuant to the Omnibus Loan Agreement, a conversion feature was added to the Binder Funding Notes related to funds received prior to January 1, 2017 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. During the three months ended August 31, 2017, Mr. Binder advanced a total of $47,767 to the Company under the Binder Funding Notes. During the three months ended August 31, 2017, interest in the amount of $2,466 was accrued on the Binder Funding Notes. Also during the three months ended August 31, 2017, principal in the amount of $77,550 and accrued interest in the amount of $3,630 were transferred from the Binder Funding Notes to a new convertible note payable to Mr. Binder (the “Binder Convertible Note 5”), and principal in the amount of $47,767 was transferred from the Binder Funding Notes to a new Convertible Note payable to Mr. Binder (the “Binder Convertible Note 6”). $ - $ 77,550 August 31, 2017 May 31, 2017 Note payable to Frank Koretsky, a director of the Company, for advances to fund operations (the “Koretsky Funding Notes”). The Koretsky Funding Notes bear interest at a rate of 6% for loans made through November 30, 2016, and at a rate of 10% for loans made after November 30, 2016. The Koretsky Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2017, Mr. Koretsky advanced $550,000 to the Company under the Koretsky Funding Notes. Also during the twelve months ended May 31, 2017, $210,000 of principal and $1,346 of accrued interest was transferred out of the Koretsky Funding Notes and used to fund a new convertible notes payable to Mr. Koretsky. Also during the twelve months ended May 31, 2017, principal and accrued interest in the amounts of $410,000 and $4,046, respectively, were transferred out of the Koretsky Funding Notes and contributed to the Newcan Funding Notes (see Newcan Funding Notes, below). - - Notes payable to Newcan Investment Partners, LLC (“Newcan”), an entity owned by Frank Koretsky, a director of the Company, for advances to fund operations (the “Newcan Funding Notes”). The Newcan Funding Notes bear interest at a rate of 10%. The Newcan Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2017, principal and interest in the amount of $410,000 and $4,046, respectively, were transferred from the Koretsky Funding Notes into the Newcan Funding Notes. Also during the year ended May 31, 2017, Newcan advanced $791,658 to the Company under the Newcan Funding Notes. Also during the year ended May 31, 2017, principal in the amount of $460,000 and accrued interest in the amount of $7,747, respectively, were transferred from the Newcan Finding Notes and used to fund the Newcan Convertible Notes 2 and 3 (see below); also during the year ended May 31, 2017, principal and accrued interest in the amounts of $120,000 and $2,121, respectively, were transferred out of the Newcan Funding Notes in order to fund the Newcan Convertible Note 1; see below. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $13,434 on this note. Effective May 31, 2017, pursuant to the Omnibus Loan Agreement, a conversion feature was added to the Newcan Funding Notes related to funds received prior to January 1, 2017 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. During the three months ended August 31, 2017, Newcan advanced $70,000 to the Company under the Newcan Funding Notes. Also during the three months ended August 31, 2017, interest in the amount of $14,964 was accrued on the Newcan Funding Notes. Also during the three months ended August 31, 2017, principal in the amount of $621,658 and accrued interest in the amount of $23,856 were transferred to a new Convertible Note payable to Newcan (the “Newcan Convertible Note 4”), and principal in the amount of $70,000 was transferred to a new Convertible Note payable to Newcan (the “Newcan Convertible Note 5”). - 621,658 Total – Notes Payable, Related Parties $ - $ 699,208 Current portion $ - $ 699,208 Long term portion $ - $ - August 31, May 31, 2017 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated March 31, 2017 (the “Binder Convertible Note 4”). The Binder Convertible Note 4 was funded with the conversion of $112,500 of unpaid accrued salary due to Mr. Binder and $47,000 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $19,938 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one “Unit” for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, the requirement to issue warrants upon conversion was deleted, and principal in the amount of $87,500 was converted into a total of 350,000 shares of common stock. The remaining principal balance of $72,000 will be due in eight quarterly payments in the amount of $9,000 commencing July 1, 2018; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $2,666 on the Binder Convertible Note 4. During the three months ended August 31, 2017, interest in the amount of $1,815 was accrued on Binder Convertible Note 4. $ 72,000 $ 72,000 Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated March 31, 2017 (the “Newcan Convertible Note 1”). The Newcan Convertible Note 1 was funded with the conversion of $120,000 of advances made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $15,000 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one “Unit” for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $2,005 on the Koretsky Convertible Note 4. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, the requirement to issue warrants upon conversion was deleted. During the three months ended August 31, 2017, interest in the amount of $3,025 was accrued on Newcan Convertible Note 1. 120,000 120,000 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated August 23, 2017 in the original principal amount of $115,050 (the “Binder Convertible Note 5”). The Binder Convertible Note 5 was funded with the conversion of $37,500 of unpaid accrued salary due to Mr. Binder and $77,550 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $14,381 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $46,020 on the Binder Convertible Note 5 related to the value of the beneficial conversion feature at the time of issuance; $336 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $252 was accrued on Binder Convertible Note 5 and $3,630 of accrued interest was transferred from the Binder Funding Notes. 115,050 - August 31, 2017 May 31, 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated August 23, 2017 in the original principal amount of $72,767 (the “Binder Convertible Note 6”). The Binder Convertible Note 6 was funded with the conversion of $25,000 of unpaid accrued salary due to Mr. Binder and $47,767 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $9,096 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $29,107 on the Binder Convertible Note 6 related to the value of the beneficial conversion feature at the time of issuance; $213 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $159 was accrued on Binder Note 6. 72,767 - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated August 23, 2017 in the original principal amount of $621,658 (the “Newcan Convertible Note 4”). The Newcan Convertible Note 4 was funded with the conversion of $621,658 of advances Newcan made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $69,074 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $248,663 on the Newcan Convertible Note 4 related to the value of the beneficial conversion feature at the time of issuance; $1,817 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $1,363 was accrued on Newcan Convertible Note 4 and $23,856 of accrued interest was transferred from the Newcan Funding Notes. 621,658 - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated August 23, 2017 in the original principal amount of $70,000 (the “Newcan Convertible Note 5”). The Newcan Convertible Note 5 was funded with the conversion of $70,000 of advances Newcan made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $8,750 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $28,000 on the Newcan Convertible Note 5 related to the value of the beneficial conversion feature at the time of issuance; $205 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $153 was accrued on Newcan Convertible Note 5. 70,000 - Total – Convertible Notes Payable, Related Parties $ 1,071,475 $ 192,000 Less: Discount (349,219 ) - Convertible Notes Payable, Related Parties, Net of Discounts $ 722,256 $ 192,000 Convertible Notes Payable, Related Parties, Net of Discounts, Current Portion $ 24,000 $ - Convertible Notes Payable, Related Parties, Net of Discounts, Long-term Portion 698,256 192,000 August 31, 2017 May 31, 2017 Convertible promissory note issued to an unaffiliated third party due April 29, 2018 (the “April 2015 Note”). During the twelve months ended May 31, 2015, the lender loaned the Company the amount of $200,000 pursuant to this note. The April 2015 Note bears interest at a rate of 15% per annum. On the first anniversary of this note, the all then accrued interest became due. Thereafter, the Company is required to make eight equal payments of principal together with accrued interest, quarterly in arrears, commencing on July 1, 2016 until paid in full. The note and any accrued unpaid interest is convertible into common stock of the Company. For each dollar converted, the note holder shall receive two shares of common stock and one three-year warrant to purchase 1.33 shares of common stock at $0.75 per share. The Company recognized a discount of $200,000 on the April 2015 Note related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2016, $66,667 of this discount was charged to operations. During the twelve months ended May 31, 2016, the Company accrued interest in the amount of $30,082 on this note. During the year ended May 31, 2017, the Company repaid principal in the amount of $100,000 and interest in the amount of $53,837 on this note. Also during the year ended May 31, 2017, the Company charged $100,545 of the discount to operations, and accrued interest in the amount of $22,440 on the April 2015 Note. During the three months ended August 31, 2017, the Company accrued interest in the amount of $3,781 on this note. $ 100,000 $ 100,000 Convertible promissory note payable to Old Main Capital, LLC (“Old Main”) dated March 18, 2016 and bearing interest at a rate of 8% (the “8% Note”). The 8% Note was issued for Old Main’s commitment to enter into an equity line transaction with the Company and prepare all of the related transaction documents. Old Main may, at its option, convert all or a portion of the note and accrued but unpaid interest into shares of common stock at a conversion price of $1.07 per share (post Reverse-Split) (the “8% Fixed Conversion Price”). The 8% Fixed Conversion Price is subject to adjustment if, at any time while this note is outstanding, the Company should issue any equity security with an effective price per share that is lower than the 8% Fixed Conversion Price (the “8% Base Conversion Price”), other than certain exempt issuances. In such an instance, the 8% Fixed Conversion Price will be lowered to match the 8% Base Conversion Price. The shares underlying the 8% Note are subject to a registration rights agreement. At the earlier of September 18, 2016 or two trading days after this registration statement becomes effective, the Company must begin to redeem 1/6th of the face amount of the note and any accrued but unpaid interest on a monthly basis. Such amortization payment may be made, at its option, in cash or, subject to certain conditions, in common stock pursuant to a conversion rate equal to the lower of (a) $1.07 (post Reverse-Split) or (b) 75% of the lowest daily volume weighted average price of the common stock in the twenty consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. The Company recognized a discount of $172,108 on the value of the embedded derivative. On November 28, 2016, the 8% Note was amended converting the note from an installment note to a “balloon” note, with all principal and accrued interest due on March 18, 2017. In addition, the Fixed Conversion Price was changed to a variable conversion price equal to the lesser of the prior Fixed Conversion Price or 75% of the lowest VWAP in the fifteen trading days ending on the trading day immediately prior to the conversion date. The November 28, 2016 amendment required an extinguishment analysis of the 8% Note resulting in gain on extinguishment of debt in the amount of $81,496 for the nine months ended February 28, 2017. The gain on extinguishment of debt was included in additional paid-in capital at February 28, 2017. The 8% Note was revalued as of the November 28, 2016 amendment and the Company recognized a discount of $169,476 on the value of the embedded derivative. At February 28, 2017 and May 31, 2016, the amount of discount remaining on these notes was $118,998 and $163,586, respectively. On March 27, 2017, the Company entered into a further amendment to the 8% Note, whereby the Company agreed to increase the outstanding amount due under the 8% Note as of March 18, 2017 by 5%, or $10,000. In exchange for doing so, Old Main agreed to extend the maturity of the 8% Note until July 1, 2017 and to suspend conversions under the 8% Note until July 1, 2017. Also during the year ended May 31, 2017, the Company accrued interest in the amount of $17,207 on the 8% Note. On July 6, 2017, the 8% Note was further amended, whereby the maturity date was extended to July 15, 2017 and the outstanding balance was increased by $15,750. On August 23, 2017, the 8% Note was amended again to extend the maturity date to September 15, 2017. During the three months ended August 31, 2017, the Company accrued interest in the amount of $4,449 on the 8% Note, and $30,411 of the discount was amortized to interest expense. 225,750 210,000 Total - Convertible Notes Payable $ 325,750 $ 310,000 Less: Discount (18,155 ) (57,644 ) Convertible Notes Payable, Net of Discounts $ 307,595 $ 252,356 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ 307,595 $ 252,356 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ - $ - Discounts on notes payable amortized to interest expense: $ 42,060 $ 252,356 Beneficial Conversion Features The 8% Note contains conversion features that create derivative liabilities. The pricing model the Company used for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative component of the 8% Note was valued at issuance, at conversion, at restructure, and at each period end. See note 11. Certain of the Company’s other convertible notes payable contain beneficial conversion features that are not derivatives, but which require valuation in order to determine the discount to the related convertible note payable. The value of these conversion features is calculated using the intrinsic value method, whereby the amount of the discount is calculated as the difference between the conversion price and the market price of the underlying common stock at the date of issuance multiplied by the number of shares issuable. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 3 Months Ended |
Aug. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 10 – Stockholders’ Equity The Company’s authorized capital stock consists of 250,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share. The Company had 32,876,944 and 32,852,944 shares of common stock issued and outstanding as of August 31, 2017 and May 31, 2017, respectively. The Company recorded imputed interest of $271 and $271 during the three months ended August 31, 2017 and 2016 on related party payables due to a director and officer of the Company. Stock Issued for Services On July 13, 2017, the Company issued 24,000 shares of common stock to a consultant in exchange for a $6,000 accrued liability for services previously provided. This resulted in a gain on the settlement of accounts payable in the amount of $3,480. |
Note 11 - Fair Value of Financi
Note 11 - Fair Value of Financial Instruments | 3 Months Ended |
Aug. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 11 – Fair Value of Financial Instruments In March 2016, the Company entered into convertible note agreements containing beneficial conversion features with Old Main. One of the features is a ratchet reset provision which, in general, reduces the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement. The Company accounts for the fair value of the conversion feature in accordance with ASC 815- Accounting for Derivatives and Hedging and Emerging Issues Task Force (“EITF”) 07-05- Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). The Company carries the embedded derivative on its balance sheet at fair value and accounts for any unrealized change in fair value as a component of its results of operations. The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at August 31, 2017 and May 31, 2017. August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 214,621 $ 214,621 May 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 95,276 $ 95,276 The estimated fair values of the Company’s derivative liabilities are as follows: Derivative Liability Liabilities Measured at Fair Value Balance as of May 31, 2017 $ 95,276 Issuances 13,395 Conversions/Redemptions - Extinguishment of debt – related party - Revaluation loss 105,950 Balance as of August 31, 2017 $ 214,621 |
Note 12 - Commitment and Contin
Note 12 - Commitment and Contingencies | 3 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 12 – Commitment and Contingencies In connection with the Colorado Arrangement, on April 17, 2015, pursuant to an Industrial Lease Agreement (the “Lease”), CLS Labs Colorado leased 14,392 square feet of warehouse and office space (the “Leased Real Property”) in a building in Denver, Colorado where certain intended activities, including growing, extraction, conversion, assembly and packaging of cannabis and other plant materials, are permitted by and in compliance with state, city and local laws, rules, ordinances and regulations. The Lease has an initial term of seventy-two (72) months and provides CLS Labs Colorado with two options to extend the term of the lease by up to an aggregate of ten (10) additional years. In August 2017, as a result of the Company’s decision to suspend its proposed operations in Colorado, CLS Labs Colorado asked its landlord to be relieved from its obligations under the Lease, but the parties have not yet reached an agreement on how to proceed. In August 2017, the Company’s Colorado subsidiary received a demand letter from its Colorado landlord requesting the forfeiture of the $50,000 security deposit, $10,000 in expenses, $15,699 in remaining rent due under the lease agreement and $30,000 to buy out the remaining amounts due under the lease. These expenses, which are a liability of the Company’s Colorado subsidiary, have been accrued on the Balance Sheet as of August 31, 2017. Employment Agreements CLS Labs and Jeffrey Binder entered into a five-year employment agreement effective October 1, 2014. Under the agreement, Mr. Binder serves as CLS Labs’ Chairman, President and Chief Executive Officer and is entitled to receive an annual salary of $150,000. Under the agreement, Mr. Binder is also entitled to receive a performance bonus equal to 2% of CLS Labs’ annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary), and annual stock options, exercisable at the fair market value of CLS Labs’ common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. On April 28, 2015, CLS Labs and the Company entered into an addendum to Mr. Binder’s employment agreement whereby Mr. Binder agreed that following the merger of CLS Labs and a subsidiary of the Company, in addition to his obligations to CLS Labs, he would serve the Company and its subsidiaries in such roles as the Company may request. In exchange, the Company agreed to assume the obligations of CLS Labs to grant Mr. Binder annual stock options, as referenced above. Mr. Binder continues to receive an annual salary of $150,000 from CLS Labs for serving as its Chairman, President and Chief Executive Officer. My Binder has deferred all of the salary payable to him under his employment agreement through August 31, 2017. On July 20, 2016, March 31, 2017, and August 23, 2017, the Company issued Mr. Binder convertible notes in exchange for $250,000, $112,500, and $62,500, respectively, in deferred salary, among other amounts owed to Mr. Binder by the Company. As of August 31, 2017 and May 31, 2017, the Company had accrued compensation due to Mr. Binder in the amount of $12,500 and $37,500. Effective August 1, 2015, the Company and Alan Bonsett entered into a five-year employment agreement. Pursuant to the agreement, Mr. Bonsett commenced serving as the Company’s Chief Operating Officer on August 15, 2015. Under the agreement, Mr. Bonsett is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary), and annual stock options, exercisable at the fair market value of the Company’s common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. Additionally, Mr. Bonsett received a one-time signing bonus of 250,000 (post Reverse-Split) shares of restricted common stock of the Company, valued at $327,500, which became fully vested one year from the effective date of the agreement. Mr. Bonsett, as an owner of Picture Rock Holdings, LLC (“PRH”), will indirectly receive the benefits of the Colorado Arrangement discussed in Note 12. The business to be operated by PRH pursuant to the Colorado Arrangement has not yet produced revenues. Mr. Bonsett has agreed to defer his salary effective July 1, 2017; at August 31, 2017, the Company had accrued compensation due to Mr. Bonsett in the amount of $25,000. At August 31, 2017 and May 31, 2017, the Company had accrued salary due to Michael Abrams, a former officer of the Company, prior to his September 1, 2015 termination, in the amount of $16,250. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 3 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13 – Subsequent Events On September 20, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the April 2015 Note in the original principal balance of $200,000 for 1,500,000 shares of its common stock. The holder of the April 2015 Note had previously sold it for $105,219, which represented the balance due by the Company, to StarForce Media, Inc., an entity that is not affiliated with the Company. On September 25, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the 8% Note in the original principal balance of $200,000 for up to 4,500,000 shares of its common stock. Old Main, the original holder of the 8% Note, had previously sold it for $382,496. The balance due by the Company under the 8% Note at the time it was sold was approximately $325,000. On October 1, 2017, the Company and Mr. Alan Bonsett, the Company’s Chief Operating Officer, mutually agreed to end his employment with the Company following the expiration of Mr. Bonsett’s employment agreement. Mr. Bonsett may provide consulting services to the Company in the future on an as needed basis. On October 9, 2017, Mr. Binder, an officer and director of the Company, exchanged $39,521 in principal of Binder Funding Notes for the Binder Convertible Note 7. This amount included $12,500 of accrued but unpaid salary due by the Company to Mr. Binder. On the same date, Newcan, an entity wholly owned by Mr. Koretsky, a director of the Company, exchanged $30,000 in principal of Newcan Funding Notes for the Newcan Convertible Note 6. These notes bear interest at the rate of 10% per annum. No payments are required until January 2, 2019, at which time all accrued interest becomes due and payable. Commencing on April 1, 2019, the first of eight principal payments will become due; subsequent principal payments will become due on the first day of each July, October, January and April until paid in full. These notes and accrued interest under these notes may be converted, in whole or in part, into one share of common stock for each $0.25 converted. We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. |
Consolidation, Policy [Policy Text Block] | Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc., and its wholly owned operating subsidiaries, CLS Labs, Inc. and CLS Labs Colorado, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $12,099 and $78,310 as of August 31, 2017 and May 31, 2017, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives. Computer equipment is being depreciated over a three-year period. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. |
Advertising Costs, Policy [Policy Text Block] | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. The Company incurred no advertising and marketing costs for the three months ended August 31, 2017 and 2016. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Research and Development Research and development expenses are charged to operations as incurred. The Company incurred no research and development costs for the three months ended August 31, 2017 and 2016, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying amount of the Company’s cash and cash equivalents, note receivable, notes payable, accounts payable and accrued expenses, none of which is held for trading, approximates their estimated fair values due to the short-term maturities of those financial instruments. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company used for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 11). |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company has not generated revenue to date. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. A net loss causes all outstanding stock options and warrants to be antidilutive. As a result, the basic and dilutive losses per common share are the same for the three months ended August 31, 2017 and 2016. |
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting standards promulgated by the Financial Accounting Standards Board (“FASB”) are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU will be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting , which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for us on January 1, 2018, and will be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Note 3 - Prepaid Expenses (Tabl
Note 3 - Prepaid Expenses (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses consisted of the following at August 31, 2017 and May 31, 2017: August 31, May 31, 2017 2017 Prepaid legal fees $ 1,410 $ 1,410 Total $ 1,410 $ 1,410 |
Note 5 - Property, Plant and 21
Note 5 - Property, Plant and Equipment (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Computer equipment $ 2,674 $ 2,674 Property and equipment, gross 2,674 2,674 Less: accumulated depreciation (2,007 ) (1,784 ) Property and equipment, net $ 667 $ 890 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Domain name $ 2,158 $ 2,158 2,158 2,158 Less: accumulated amortization (936 ) (828 ) Intangible assets, net $ 1,222 $ 1,330 |
Note 7 - Accounts Payable and23
Note 7 - Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at August 31, 2017 and May 31, 2017. August 31, May 31, 2017 2017 Trade payables $ 549,817 $ 497,213 Accrued payroll and related liabilities 32,752 34,987 Deferred rent liability 55,699 49,565 Total accounts payable and accrued liabilities $ 638,268 $ 581,765 |
Note 9 - Notes Payable (Tables)
Note 9 - Notes Payable (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | August 31, May 31, 2017 2017 Notes payable to Jeffrey Binder, an officer and director of the Company, for advances to fund operations (the “Binder Funding Notes”). The Binder Funding Notes bear interest at a rate of 6% for loans made through November 30, 2016, and at a rate of 10% for loans made after November 30, 2016. The Binder Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2016, Mr. Binder advanced a total of $95,250 to the Company under the Binder Funding Notes; during the year ended May 31, 2016, $92,500 of this amount was transferred out of the Binder Funding Notes and used to fund two new convertible notes payable to Mr. Binder (See Binder Convertible Notes 1 and 2 below). During the twelve months ended May 31, 2016, the Company accrued interest in the amount of $1,308 on the Binder Funding Notes. In July 2016, the remaining principal balance of $2,750 in the Binder Funding Notes was transferred to a new Convertible Note payable to Mr. Binder (the “Binder Convertible Note 3”). During the twelve months ended May 31, 2017, Mr. Binder advanced a total of $145,850 to the Company under the Binder Funding Notes. Also during the year ended May 31, 2017, Mr. Binder loaned the Company an additional $49,700; which was credited to the Binder Funding Notes. Also during the year ended May 31, 2017, principal in the amount of $59,750 and accrued interest in the amount of $813 was transferred out of the Binder Funding Notes and used to fund two new convertible notes payable to Mr. Binder (See Binder Convertible Notes 3 and 4 below). Also during the year ended May 31, 2017, the Company made principal payments in the aggregate amount of $61,000 under the Binder Funding Notes. During the year ended May 31, 2017, the Company accrued interest in the amount of $1,910 on the Binder Funding Notes. Effective May 31, 2017, pursuant to the Omnibus Loan Agreement, a conversion feature was added to the Binder Funding Notes related to funds received prior to January 1, 2017 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. During the three months ended August 31, 2017, Mr. Binder advanced a total of $47,767 to the Company under the Binder Funding Notes. During the three months ended August 31, 2017, interest in the amount of $2,466 was accrued on the Binder Funding Notes. Also during the three months ended August 31, 2017, principal in the amount of $77,550 and accrued interest in the amount of $3,630 were transferred from the Binder Funding Notes to a new convertible note payable to Mr. Binder (the “Binder Convertible Note 5”), and principal in the amount of $47,767 was transferred from the Binder Funding Notes to a new Convertible Note payable to Mr. Binder (the “Binder Convertible Note 6”). $ - $ 77,550 August 31, 2017 May 31, 2017 Note payable to Frank Koretsky, a director of the Company, for advances to fund operations (the “Koretsky Funding Notes”). The Koretsky Funding Notes bear interest at a rate of 6% for loans made through November 30, 2016, and at a rate of 10% for loans made after November 30, 2016. The Koretsky Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2017, Mr. Koretsky advanced $550,000 to the Company under the Koretsky Funding Notes. Also during the twelve months ended May 31, 2017, $210,000 of principal and $1,346 of accrued interest was transferred out of the Koretsky Funding Notes and used to fund a new convertible notes payable to Mr. Koretsky. Also during the twelve months ended May 31, 2017, principal and accrued interest in the amounts of $410,000 and $4,046, respectively, were transferred out of the Koretsky Funding Notes and contributed to the Newcan Funding Notes (see Newcan Funding Notes, below). - - Notes payable to Newcan Investment Partners, LLC (“Newcan”), an entity owned by Frank Koretsky, a director of the Company, for advances to fund operations (the “Newcan Funding Notes”). The Newcan Funding Notes bear interest at a rate of 10%. The Newcan Funding Notes have no maturity date and are due on demand. During the twelve months ended May 31, 2017, principal and interest in the amount of $410,000 and $4,046, respectively, were transferred from the Koretsky Funding Notes into the Newcan Funding Notes. Also during the year ended May 31, 2017, Newcan advanced $791,658 to the Company under the Newcan Funding Notes. Also during the year ended May 31, 2017, principal in the amount of $460,000 and accrued interest in the amount of $7,747, respectively, were transferred from the Newcan Finding Notes and used to fund the Newcan Convertible Notes 2 and 3 (see below); also during the year ended May 31, 2017, principal and accrued interest in the amounts of $120,000 and $2,121, respectively, were transferred out of the Newcan Funding Notes in order to fund the Newcan Convertible Note 1; see below. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $13,434 on this note. Effective May 31, 2017, pursuant to the Omnibus Loan Agreement, a conversion feature was added to the Newcan Funding Notes related to funds received prior to January 1, 2017 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. During the three months ended August 31, 2017, Newcan advanced $70,000 to the Company under the Newcan Funding Notes. Also during the three months ended August 31, 2017, interest in the amount of $14,964 was accrued on the Newcan Funding Notes. Also during the three months ended August 31, 2017, principal in the amount of $621,658 and accrued interest in the amount of $23,856 were transferred to a new Convertible Note payable to Newcan (the “Newcan Convertible Note 4”), and principal in the amount of $70,000 was transferred to a new Convertible Note payable to Newcan (the “Newcan Convertible Note 5”). - 621,658 Total – Notes Payable, Related Parties $ - $ 699,208 Current portion $ - $ 699,208 Long term portion $ - $ - |
Convertible Debt [Table Text Block] | August 31, May 31, 2017 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated March 31, 2017 (the “Binder Convertible Note 4”). The Binder Convertible Note 4 was funded with the conversion of $112,500 of unpaid accrued salary due to Mr. Binder and $47,000 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $19,938 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one “Unit” for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, the requirement to issue warrants upon conversion was deleted, and principal in the amount of $87,500 was converted into a total of 350,000 shares of common stock. The remaining principal balance of $72,000 will be due in eight quarterly payments in the amount of $9,000 commencing July 1, 2018; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $2,666 on the Binder Convertible Note 4. During the three months ended August 31, 2017, interest in the amount of $1,815 was accrued on Binder Convertible Note 4. $ 72,000 $ 72,000 Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated March 31, 2017 (the “Newcan Convertible Note 1”). The Newcan Convertible Note 1 was funded with the conversion of $120,000 of advances made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $15,000 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one “Unit” for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $2,005 on the Koretsky Convertible Note 4. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, the requirement to issue warrants upon conversion was deleted. During the three months ended August 31, 2017, interest in the amount of $3,025 was accrued on Newcan Convertible Note 1. 120,000 120,000 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated August 23, 2017 in the original principal amount of $115,050 (the “Binder Convertible Note 5”). The Binder Convertible Note 5 was funded with the conversion of $37,500 of unpaid accrued salary due to Mr. Binder and $77,550 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $14,381 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $46,020 on the Binder Convertible Note 5 related to the value of the beneficial conversion feature at the time of issuance; $336 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $252 was accrued on Binder Convertible Note 5 and $3,630 of accrued interest was transferred from the Binder Funding Notes. 115,050 - August 31, 2017 May 31, 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated August 23, 2017 in the original principal amount of $72,767 (the “Binder Convertible Note 6”). The Binder Convertible Note 6 was funded with the conversion of $25,000 of unpaid accrued salary due to Mr. Binder and $47,767 of advances Mr. Binder made to the Company under the Binder Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $9,096 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $29,107 on the Binder Convertible Note 6 related to the value of the beneficial conversion feature at the time of issuance; $213 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $159 was accrued on Binder Note 6. 72,767 - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated August 23, 2017 in the original principal amount of $621,658 (the “Newcan Convertible Note 4”). The Newcan Convertible Note 4 was funded with the conversion of $621,658 of advances Newcan made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $69,074 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $248,663 on the Newcan Convertible Note 4 related to the value of the beneficial conversion feature at the time of issuance; $1,817 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $1,363 was accrued on Newcan Convertible Note 4 and $23,856 of accrued interest was transferred from the Newcan Funding Notes. 621,658 - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated August 23, 2017 in the original principal amount of $70,000 (the “Newcan Convertible Note 5”). The Newcan Convertible Note 5 was funded with the conversion of $70,000 of advances Newcan made to the Company under the Newcan Funding Notes. This note bears interest at the rate of 10% per annum. No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $8,750 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. This note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.25 converted. The Company recognized a discount of $28,000 on the Newcan Convertible Note 5 related to the value of the beneficial conversion feature at the time of issuance; $205 of this discount was amortized during the three months ended August 31, 2017. During the three months ended August 31, 2017, interest in the amount of $153 was accrued on Newcan Convertible Note 5. 70,000 - Total – Convertible Notes Payable, Related Parties $ 1,071,475 $ 192,000 Less: Discount (349,219 ) - Convertible Notes Payable, Related Parties, Net of Discounts $ 722,256 $ 192,000 Convertible Notes Payable, Related Parties, Net of Discounts, Current Portion $ 24,000 $ - Convertible Notes Payable, Related Parties, Net of Discounts, Long-term Portion 698,256 192,000 August 31, 2017 May 31, 2017 Convertible promissory note issued to an unaffiliated third party due April 29, 2018 (the “April 2015 Note”). During the twelve months ended May 31, 2015, the lender loaned the Company the amount of $200,000 pursuant to this note. The April 2015 Note bears interest at a rate of 15% per annum. On the first anniversary of this note, the all then accrued interest became due. Thereafter, the Company is required to make eight equal payments of principal together with accrued interest, quarterly in arrears, commencing on July 1, 2016 until paid in full. The note and any accrued unpaid interest is convertible into common stock of the Company. For each dollar converted, the note holder shall receive two shares of common stock and one three-year warrant to purchase 1.33 shares of common stock at $0.75 per share. The Company recognized a discount of $200,000 on the April 2015 Note related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2016, $66,667 of this discount was charged to operations. During the twelve months ended May 31, 2016, the Company accrued interest in the amount of $30,082 on this note. During the year ended May 31, 2017, the Company repaid principal in the amount of $100,000 and interest in the amount of $53,837 on this note. Also during the year ended May 31, 2017, the Company charged $100,545 of the discount to operations, and accrued interest in the amount of $22,440 on the April 2015 Note. During the three months ended August 31, 2017, the Company accrued interest in the amount of $3,781 on this note. $ 100,000 $ 100,000 Convertible promissory note payable to Old Main Capital, LLC (“Old Main”) dated March 18, 2016 and bearing interest at a rate of 8% (the “8% Note”). The 8% Note was issued for Old Main’s commitment to enter into an equity line transaction with the Company and prepare all of the related transaction documents. Old Main may, at its option, convert all or a portion of the note and accrued but unpaid interest into shares of common stock at a conversion price of $1.07 per share (post Reverse-Split) (the “8% Fixed Conversion Price”). The 8% Fixed Conversion Price is subject to adjustment if, at any time while this note is outstanding, the Company should issue any equity security with an effective price per share that is lower than the 8% Fixed Conversion Price (the “8% Base Conversion Price”), other than certain exempt issuances. In such an instance, the 8% Fixed Conversion Price will be lowered to match the 8% Base Conversion Price. The shares underlying the 8% Note are subject to a registration rights agreement. At the earlier of September 18, 2016 or two trading days after this registration statement becomes effective, the Company must begin to redeem 1/6th of the face amount of the note and any accrued but unpaid interest on a monthly basis. Such amortization payment may be made, at its option, in cash or, subject to certain conditions, in common stock pursuant to a conversion rate equal to the lower of (a) $1.07 (post Reverse-Split) or (b) 75% of the lowest daily volume weighted average price of the common stock in the twenty consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. The Company recognized a discount of $172,108 on the value of the embedded derivative. On November 28, 2016, the 8% Note was amended converting the note from an installment note to a “balloon” note, with all principal and accrued interest due on March 18, 2017. In addition, the Fixed Conversion Price was changed to a variable conversion price equal to the lesser of the prior Fixed Conversion Price or 75% of the lowest VWAP in the fifteen trading days ending on the trading day immediately prior to the conversion date. The November 28, 2016 amendment required an extinguishment analysis of the 8% Note resulting in gain on extinguishment of debt in the amount of $81,496 for the nine months ended February 28, 2017. The gain on extinguishment of debt was included in additional paid-in capital at February 28, 2017. The 8% Note was revalued as of the November 28, 2016 amendment and the Company recognized a discount of $169,476 on the value of the embedded derivative. At February 28, 2017 and May 31, 2016, the amount of discount remaining on these notes was $118,998 and $163,586, respectively. On March 27, 2017, the Company entered into a further amendment to the 8% Note, whereby the Company agreed to increase the outstanding amount due under the 8% Note as of March 18, 2017 by 5%, or $10,000. In exchange for doing so, Old Main agreed to extend the maturity of the 8% Note until July 1, 2017 and to suspend conversions under the 8% Note until July 1, 2017. Also during the year ended May 31, 2017, the Company accrued interest in the amount of $17,207 on the 8% Note. On July 6, 2017, the 8% Note was further amended, whereby the maturity date was extended to July 15, 2017 and the outstanding balance was increased by $15,750. On August 23, 2017, the 8% Note was amended again to extend the maturity date to September 15, 2017. During the three months ended August 31, 2017, the Company accrued interest in the amount of $4,449 on the 8% Note, and $30,411 of the discount was amortized to interest expense. 225,750 210,000 Total - Convertible Notes Payable $ 325,750 $ 310,000 Less: Discount (18,155 ) (57,644 ) Convertible Notes Payable, Net of Discounts $ 307,595 $ 252,356 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ 307,595 $ 252,356 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ - $ - Discounts on notes payable amortized to interest expense: $ 42,060 $ 252,356 |
Note 11 - Fair Value of Finan25
Note 11 - Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at August 31, 2017 and May 31, 2017. August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 214,621 $ 214,621 May 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 95,276 $ 95,276 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The estimated fair values of the Company’s derivative liabilities are as follows: Derivative Liability Liabilities Measured at Fair Value Balance as of May 31, 2017 $ 95,276 Issuances 13,395 Conversions/Redemptions - Extinguishment of debt – related party - Revaluation loss 105,950 Balance as of August 31, 2017 $ 214,621 |
Note 1 - Nature of Business a26
Note 1 - Nature of Business and Significant Accounting Policies (Details) | Dec. 10, 2014shares | Nov. 12, 2014shares | Aug. 31, 2017USD ($) | Aug. 31, 2016USD ($) | May 31, 2015USD ($) | May 31, 2017USD ($) | May 31, 2016USD ($) |
Note 1 - Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-0.625 | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.625 | ||||||
Stock Issued During Period, Value, New Issues | $ 15,000,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 12,099 | $ 3,238 | $ 78,310 | $ 88,244 | |||
Advertising Expense | 0 | 0 | |||||
Research and Development Expense | $ 0 | $ 0 | |||||
Shares of CLS Holdings USA, Inc. [Member] | CLS Labs, Inc. [Member] | |||||||
Note 1 - Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions (in Shares) | shares | 6,250,000 | 10,000,000 | |||||
Equity Method Investment, Ownership Percentage | 55.60% |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (9,557,295) | $ (8,991,610) |
Note 3 - Prepaid Expenses (Deta
Note 3 - Prepaid Expenses (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid legal fees | $ 1,410 | $ 1,410 |
Total | $ 1,410 | $ 1,410 |
Note 4 - Security Deposit (Deta
Note 4 - Security Deposit (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | May 31, 2017 | |
Note 4 - Security Deposit (Details) [Line Items] | ||
Security Deposit | $ 0 | $ 50,000 |
Loss Contingency Accrual, Provision | 10,000 | |
Increase (Decrease) in Security Deposits | (50,000) | |
Deposits [Member] | ||
Note 4 - Security Deposit (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | 50,000 | |
Rent Expense [Member] | ||
Note 4 - Security Deposit (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | 15,699 | |
Remaining Amounts Due Under Lease [Member] | ||
Note 4 - Security Deposit (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | $ 30,000 |
Note 5 - Property, Plant and 30
Note 5 - Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 223 | $ 223 |
Note 5 - Property, Plant and 31
Note 5 - Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,674 | $ 2,674 |
Less: accumulated depreciation | (2,007) | (1,784) |
Property and equipment, net | 667 | 890 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,674 | $ 2,674 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Note 6 - Intangible Assets (Details) [Line Items] | ||
Amortization of Intangible Assets | $ 108 | $ 108 |
Internet Domain Names [Member] | ||
Note 6 - Intangible Assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 60 months |
Note 6 - Intangible Assets (D33
Note 6 - Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,158 | $ 2,158 |
Less: accumulated amortization | (936) | (828) |
Intangible assets, net | 1,222 | 1,330 |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,158 | $ 2,158 |
Note 7 - Accounts Payable and34
Note 7 - Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 549,817 | $ 497,213 |
Accrued payroll and related liabilities | 32,752 | 34,987 |
Deferred rent liability | 55,699 | 49,565 |
Total accounts payable and accrued liabilities | $ 638,268 | $ 581,765 |
Note 8 - Related Party Transa35
Note 8 - Related Party Transactions (Details) - USD ($) | Aug. 23, 2017 | Mar. 01, 2017 | Jul. 20, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 |
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Employee-related Liabilities, Current | $ 32,752 | $ 34,987 | ||||
Debt Conversion, Original Debt, Amount | 62,500 | $ 250,000 | ||||
Due to Related Parties, Current | 17,930 | 17,930 | ||||
Imputed Interest, Debt | 271 | 271 | ||||
Chief Executive Officer [Member] | ||||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Employee-related Liabilities, Current | 12,500 | 37,500 | ||||
Chief Operating Officer [Member] | ||||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Employee-related Liabilities, Current | 25,000 | 0 | ||||
Former Officer [Member] | ||||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Employee-related Liabilities, Current | 16,250 | $ 16,250 | ||||
Chief Executive Officer and Director [Member] | ||||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Due to Related Parties, Current | 17,930 | |||||
Imputed Interest, Debt | 271 | $ 271 | ||||
Convertible Debt [Member] | Unpaid Accrued Salary Converted to Convertible Note [Member] | Chief Executive Officer [Member] | ||||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 62,500 | $ 112,500 | $ 250,000 | $ 62,500 |
Note 9 - Notes Payable (Details
Note 9 - Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | |
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 62,500 | $ 250,000 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 10,816,960 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | ||
Stock Issued During Period, Shares, Other (in Shares) | 7,609,910 | ||
Shares Issued, Price Per Share | $ 0.125 | ||
Other Nonoperating Gains (Losses) (in Dollars) | $ (951,239) | ||
Omnibus Loan Agreement [Member] | |||
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Minimum [Member] | Omnibus Loan Agreement [Member] | |||
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.75 | ||
Maximum [Member] | Omnibus Loan Agreement [Member] | |||
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 1.07 | ||
Principal [Member] | |||
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 2,537,750 | ||
Accrued Interest [Member] | |||
Note 9 - Notes Payable (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 166,490 |
Note 9 - Notes Payable (Detai37
Note 9 - Notes Payable (Details) - Schedule of Debt - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Note 9 - Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 0 | $ 699,208 |
Current portion | 0 | 699,208 |
Long term portion | 0 | 0 |
Chief Executive Officer [Member] | Binder Funding Notes [Member] | ||
Note 9 - Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 0 | 77,550 |
Director [Member] | Koretsky Funding Notes [Member] | ||
Note 9 - Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 0 | 0 |
Director [Member] | Newcan Funding Notes [Member] | ||
Note 9 - Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 0 | $ 621,658 |
Note 9 - Notes Payable (Detai38
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | |
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Advances to fund operations | $ 117,767 | $ 179,000 | |
Fund | $ 6,000 | $ 0 | |
Conversion rate (in Dollars per share) | $ 0.25 | ||
Chief Executive Officer [Member] | Binder Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest rate | 10.00% | 6.00% | |
Advances to fund operations | $ 47,767 | $ 145,850 | |
Fund | 77,550 | 59,750 | |
Accrued interest | 2,466 | 1,910 | |
Transferred | $ 3,630 | 813 | |
Loaned | 49,700 | ||
Principal payments | $ 61,000 | ||
Conversion rate (in Dollars per share) | $ 0.25 | ||
Chief Executive Officer [Member] | May 31, 2016 [Member] | Binder Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Advances to fund operations | $ 95,250 | ||
Fund | 92,500 | ||
Accrued interest | 1,308 | ||
Transferred | $ 2,750 | ||
Director [Member] | Koretsky Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest rate | 10.00% | 6.00% | |
Advances to fund operations | $ 550,000 | ||
Director [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest rate | 10.00% | ||
Accrued interest | $ 14,964 | $ 13,434 | |
Transferred | 70,000 | $ 460,000 | |
Conversion rate (in Dollars per share) | $ 0.25 | ||
Note Funding | 70,000 | $ 791,658 | |
Director [Member] | Principal [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 621,658 | 410,000 | |
Director [Member] | Accrued Interest [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 23,856 | 4,046 | |
Director [Member] | Newcan Convertible Notes 2 and 3 [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 7,747 | ||
Director [Member] | Newcan Convertible Note 1 [Member] | Principal [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 120,000 | ||
Director [Member] | Newcan Convertible Note 1 [Member] | Accrued Interest [Member] | Newcan Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 2,121 | ||
Director [Member] | Koretsky Convertible Note 3 [Member] | Principal [Member] | Koretsky Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 210,000 | ||
Director [Member] | Koretsky Convertible Note 3 [Member] | Accrued Interest [Member] | Koretsky Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 1,346 | ||
Director [Member] | Newcan Funding Notes [Member] | Principal [Member] | Koretsky Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 410,000 | ||
Director [Member] | Newcan Funding Notes [Member] | Accrued Interest [Member] | Koretsky Funding Notes [Member] | |||
Note 9 - Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 4,046 |
Note 9 - Notes Payable (Detai39
Note 9 - Notes Payable (Details) - Convertible Debt - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | |
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | $ 325,750 | $ 310,000 | |
Less: Discount | (18,155) | (57,644) | |
Convertible Notes Payable, Net of Discounts | 307,595 | 252,356 | |
Total - Convertible Notes Payable, Net of Discounts, Current Portion | 307,595 | 252,356 | |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion | 0 | 0 | |
Discounts on notes payable amortized to interest expense: | 42,060 | $ 202,196 | 252,356 |
Related Party Debt [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 1,071,475 | 192,000 | |
Less: Discount | (349,219) | 0 | |
Convertible Notes Payable, Net of Discounts | 722,256 | 192,000 | |
Total - Convertible Notes Payable, Net of Discounts, Current Portion | 24,000 | 0 | |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion | 698,256 | 192,000 | |
Convertible Debt [Member] | April 2015 Note [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 100,000 | 100,000 | |
Convertible Debt [Member] | Old Main 8% Note [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 225,750 | 210,000 | |
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Notes #4 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 72,000 | 72,000 | |
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Note 5 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 115,050 | 0 | |
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Note 6 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 72,767 | 0 | |
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Note 1 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 120,000 | 120,000 | |
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Notes 4 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | 621,658 | 0 | |
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Notes 5 [Member] | |||
Note 9 - Notes Payable (Details) - Convertible Debt [Line Items] | |||
Convertible Notes Payable, Gross | $ 70,000 | $ 0 |
Note 9 - Notes Payable (Detai40
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) - USD ($) | Jul. 13, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 |
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Converted | $ 62,500 | $ 250,000 | ||
Converted, shares (in Shares) | 10,816,960 | |||
Conversion rate (in Dollars per share) | $ 0.25 | |||
Discount recognized | 351,790 | 0 | ||
Gain on extinguishment of debt | $ 3,480 | 3,480 | $ 0 | |
Convertible Debt [Member] | April 2015 Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 3,781 | $ 22,440 | ||
Payments | On the first anniversary of this note, the all then accrued interest became due. Thereafter, the Company is required to make eight equal payments of principal together with accrued interest, quarterly in arrears, commencing on July 1, 2016 until paid in full. | On the first anniversary of this note, the all then accrued interest became due. Thereafter, the Company is required to make eight equal payments of principal together with accrued interest, quarterly in arrears, commencing on July 1, 2016 until paid in full. | ||
Conversion | The note and any accrued unpaid interest is convertible into common stock of the Company. For each dollar converted, the note holder shall receive two shares of common stock and one three-year warrant to purchase 1.33 shares of common stock at $0.75 per share. | The note and any accrued unpaid interest is convertible into common stock of the Company. For each dollar converted, the note holder shall receive two shares of common stock and one three-year warrant to purchase 1.33 shares of common stock at $0.75 per share. | ||
Interest rate | 15.00% | 15.00% | ||
Amount | $ 200,000 | $ 200,000 | ||
Discount | $ 100,545 | |||
Note due | Apr. 29, 2018 | Apr. 29, 2018 | ||
Convertible Debt [Member] | Old Main 8% Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 4,449 | $ 17,207 | ||
Payments | At the earlier of September 18, 2016 or two trading days after this registration statement becomes effective, the Company must begin to redeem 1/6th of the face amount of the note and any accrued but unpaid interest on a monthly basis. Such amortization payment may be made, at its option, in cash or, subject to certain conditions, in common stock pursuant to a conversion rate equal to the lower of (a) $1.07 (post Reverse-Split) or (b) 75% of the lowest daily volume weighted average price of the common stock in the twenty consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. | |||
Conversion | the Fixed Conversion Price was changed to a variable conversion price equal to the lesser of the prior Fixed Conversion Price or 75% of the lowest VWAP in the fifteen trading days ending on the trading day immediately prior to the conversion date. | |||
Interest rate | 8.00% | 8.00% | ||
Discount recognized | $ 169,476 | |||
Discount | $ 30,411 | |||
Note due | Jul. 15, 2017 | Jul. 1, 2017 | ||
Balance increase | $ 15,750 | $ 10,000 | ||
Gain on extinguishment of debt | 81,496 | |||
Discount | 118,998 | |||
Convertible Debt [Member] | May 31, 2016 [Member] | April 2015 Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | 30,082 | |||
Discount | 66,667 | |||
Convertible Debt [Member] | May 31, 2016 [Member] | Old Main 8% Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Discount recognized | 172,108 | |||
Discount | 163,586 | |||
Convertible Debt [Member] | Principal [Member] | April 2015 Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Convertible Note payments | 100,000 | |||
Convertible Debt [Member] | Accrued Interest [Member] | April 2015 Note [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Convertible Note payments | 53,837 | |||
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Notes #4 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 1,815 | $ 2,666 | ||
Payments | The remaining principal balance of $72,000 will be due in eight quarterly payments in the amount of $9,000 commencing July 1, 2018; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. | The remaining principal balance of $72,000 will be due in eight quarterly payments in the amount of $9,000 commencing July 1, 2018; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. | ||
Converted | $ 87,500 | |||
Converted, shares (in Shares) | 350,000 | |||
Conversion | This note and accrued interest under the note may be converted, in whole or in part, into one "Unit" for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. | This note and accrued interest under the note may be converted, in whole or in part, into one "Unit" for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. | ||
Dated | Mar. 31, 2017 | Mar. 31, 2017 | ||
Interest rate | 10.00% | 10.00% | ||
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Note 5 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 252 | |||
Payments | No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $14,381 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. | |||
Dated | Aug. 23, 2017 | |||
Interest rate | 10.00% | |||
Amount | $ 115,050 | |||
Conversion rate (in Dollars per share) | $ 0.25 | |||
Discount recognized | $ 46,020 | |||
Discount | 336 | |||
Convertible Debt [Member] | Chief Executive Officer [Member] | Binder Convertible Note 6 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 159 | |||
Payments | No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $9,096 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. | |||
Dated | Aug. 23, 2017 | |||
Interest rate | 10.00% | |||
Amount | $ 72,767 | |||
Conversion rate (in Dollars per share) | $ 0.25 | |||
Discount recognized | $ 29,107 | |||
Discount | 213 | |||
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Note 1 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 3,025 | $ 2,005 | ||
Payments | No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $15,000 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. | No interest payments are required until April 1, 2018, at which time all accrued interest becomes due and payable. Commencing on July 1, 2018, the first of eight principal payments in the amount of $15,000 will become due; subsequent principal payments will become due on the first day of each October, January, April, and July until paid in full. | ||
Conversion | This note and accrued interest under the note may be converted, in whole or in part, into one "Unit" for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. | This note and accrued interest under the note may be converted, in whole or in part, into one "Unit" for each $0.25 converted, with each Unit consisting of one (1) share of common stock and a five-year warrant to purchase (1) share of common stock at a price of $0.25 per share. | ||
Dated | Mar. 31, 2017 | Mar. 31, 2017 | ||
Interest rate | 10.00% | 10.00% | ||
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Notes 4 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 1,363 | |||
Payments | No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $69,074 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. | |||
Dated | Aug. 23, 2017 | |||
Interest rate | 10.00% | |||
Amount | $ 621,658 | |||
Conversion rate (in Dollars per share) | $ 0.25 | |||
Discount recognized | $ 248,663 | |||
Discount | 1,817 | |||
Convertible Debt [Member] | Affiliated Entity [Member] | Newcan Convertible Notes 5 [Member] | ||||
Note 9 - Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Accrued interest | $ 153 | |||
Payments | No interest payments are required until October 1, 2018, at which time all accrued interest becomes due and payable. Commencing on January 2, 2019, the first of eight principal payments in the amount of $8,750 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. | |||
Dated | Aug. 23, 2017 | |||
Interest rate | 10.00% | |||
Amount | $ 70,000 | |||
Conversion rate (in Dollars per share) | $ 0.25 | |||
Discount recognized | $ 28,000 | |||
Discount | $ 205 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Details) - USD ($) | Jul. 13, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 |
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | ||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Issued | 32,876,944 | 32,852,944 | ||
Common Stock, Shares, Outstanding | 32,876,944 | 32,852,944 | ||
Imputed Interest, Debt (in Dollars) | $ 271 | $ 271 | ||
Stock Issued During Period, Shares, Issued for Services | 24,000 | |||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 6,000 | |||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 3,480 | 3,480 | 0 | |
Chief Executive Officer and Director [Member] | ||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||
Imputed Interest, Debt (in Dollars) | $ 271 | $ 271 |
Note 11 - Fair Value of Finan42
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 214,621 | $ 95,276 |
Fair Value, Inputs, Level 1 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 214,621 | $ 95,276 |
Note 11 - Fair Value of Finan43
Note 11 - Fair Value of Financial Instruments (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | 3 Months Ended |
Aug. 31, 2017USD ($) | |
Liabilities Measured at Fair Value | |
Balance as of May 31, 2017 | $ 95,276 |
Issuances | 13,395 |
Conversions/Redemptions | 0 |
Extinguishment of debt – related party | 0 |
Revaluation loss | 105,950 |
Balance as of August 31, 2017 | $ 214,621 |
Note 12 - Commitment and Cont44
Note 12 - Commitment and Contingencies (Details) | Aug. 23, 2017USD ($) | Mar. 01, 2017USD ($) | Jul. 20, 2016USD ($) | Aug. 01, 2015USD ($) | Apr. 17, 2015ft² | Oct. 01, 2014USD ($) | Aug. 31, 2017USD ($) | Aug. 31, 2016USD ($) | May 31, 2016USD ($)shares | May 31, 2017USD ($) |
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency Accrual, Provision | $ 10,000 | |||||||||
Debt Conversion, Original Debt, Amount | 62,500 | $ 250,000 | ||||||||
Employee-related Liabilities, Current | 32,752 | $ 34,987 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Employment Agreement, Term | 5 years | |||||||||
Officers' Compensation | $ 150,000 | $ 150,000 | ||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of CLS Labs’ annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | annual stock options, exercisable at the fair market value of CLS Labs’ common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million | |||||||||
Employee-related Liabilities, Current | 12,500 | 37,500 | ||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | Unpaid Accrued Salary Converted to Convertible Note [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 62,500 | $ 112,500 | $ 250,000 | 62,500 | ||||||
Chief Operating Officer [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Employment Agreement, Term | 5 years | |||||||||
Officers' Compensation | $ 150,000 | |||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the Company’s annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | annual stock options, exercisable at the fair market value of the Company’s common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million | |||||||||
Employee-related Liabilities, Current | 25,000 | 0 | ||||||||
Chief Operating Officer [Member] | One Time Signing Bonus [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 250,000 | |||||||||
Allocated Share-based Compensation Expense | $ 327,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||
Former Officer [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Employee-related Liabilities, Current | 16,250 | $ 16,250 | ||||||||
Building [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 14,392 | |||||||||
Lessee, Operating Lease, Term of Contract | 72 months | |||||||||
Lessee, Operating Lease, Renewal Term | 10 years | |||||||||
Deposits [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency Accrual, Provision | 50,000 | |||||||||
Rent Expense [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency Accrual, Provision | 15,699 | |||||||||
Remaining Amounts Due Under Lease [Member] | ||||||||||
Note 12 - Commitment and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency Accrual, Provision | $ 30,000 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details) - USD ($) | Oct. 09, 2017 | Sep. 25, 2017 | Sep. 20, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 |
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 10,816,960 | |||||
Debt Conversion, Original Debt, Amount | $ 62,500 | $ 250,000 | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||
Convertible Debt [Member] | Old Main 8% Note [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Debt Instrument, Payment Terms | At the earlier of September 18, 2016 or two trading days after this registration statement becomes effective, the Company must begin to redeem 1/6th of the face amount of the note and any accrued but unpaid interest on a monthly basis. Such amortization payment may be made, at its option, in cash or, subject to certain conditions, in common stock pursuant to a conversion rate equal to the lower of (a) $1.07 (post Reverse-Split) or (b) 75% of the lowest daily volume weighted average price of the common stock in the twenty consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Trocki Note [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 200,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,500,000 | |||||
Debt Conversion, Original Debt, Amount | $ 105,219 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Old Main 8% Note [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 200,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,500,000 | |||||
Debt Conversion, Original Debt, Amount | $ 382,496 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Convertible Debt | $ 325,000 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Binder Convertible Note 7 [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Payment Terms | No payments are required until January 2, 2019, at which time all accrued interest becomes due and payable. | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Debt Instrument, Payment Terms | No payments are required until January 2, 2019, at which time all accrued interest becomes due and payable. Commencing on April 1, 2019, the first of eight principal payments will become due; subsequent principal payments will become due on the first day of each July, October, January and April until paid in full | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Binder Convertible Note 7 [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 39,521 | |||||
Debt Conversion, Original Debt, Amount | 12,500 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 30,000 | |||||
Subsequent Event [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Binder Convertible Note 7 [Member] | ||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |