Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2018 | Aug. 17, 2018 | Nov. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CLS HOLDINGS USA, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 75,295,795 | ||
Entity Public Float | $ 5,323,994 | ||
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 | May 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2018 | May 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 52,964 | $ 78,310 |
Prepaid expenses | 1,410 | 1,410 |
Total current assets | 54,374 | 79,720 |
Investment | 2,050,000 | 0 |
Security deposit | 0 | 50,000 |
Property, plant and equipment, net of accumulated depreciation of $2,674 and $1,784 | 0 | 890 |
Intangible assets, net of accumulated amortization of $1,260 and $828 | 898 | 1,330 |
Total assets | 2,105,272 | 131,940 |
Current liabilities | ||
Accounts payable and accrued liabilities | 826,621 | 581,765 |
Accrued compensation, related party | 120,417 | 53,750 |
Due to related party | 17,930 | 17,930 |
Accrued interest | 24,748 | 20,171 |
Accrued interest, related party | 5,143 | 106,022 |
Notes payable, related parties | 75,137 | 699,208 |
Notes payable | 310,000 | 0 |
Convertible notes payable, net of discount of $561,599 and $57,644 | 43,401 | 252,356 |
Derivative liability | 1,265,751 | 95,276 |
Total current liabilities | 2,689,148 | 1,826,478 |
Noncurrent liabilities | ||
Convertible notes payable, related parties, net of discount of $65,918 and $0 | 2,832 | 192,000 |
Convertible notes payable - Long Term, net of discount of $733,928 and $0 | 41,072 | 0 |
Total Liabilities | 2,733,052 | 2,018,478 |
Commitments and contingencies | ||
Stockholder’s equity | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 50,128,972 and 32,582,944 shares issued and outstanding at May 31, 2018 and May 31, 2017, respectively | 5,013 | 3,286 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued | 0 | 0 |
Additional paid-in capital | 17,628,717 | 7,032,836 |
Stock payable | 307,584 | 68,950 |
Accumulated deficit | (18,569,094) | (8,991,610) |
Total stockholder’s equity (deficit) | (627,780) | (1,886,538) |
Total liabilities and stockholders’ equity (deficit) | $ 2,105,272 | $ 131,940 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2018 | May 31, 2017 |
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 2,674 | $ 1,784 |
Intangible assets, accumulated amortization (in Dollars) | $ 1,260 | $ 828 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 50,128,972 | 32,582,944 |
Common stock, outstanding | 50,128,972 | 32,582,944 |
Preferred stock, par value (in Dollars per share) | $ 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 (in Dollars) | $ 561,599 | $ 57,644 |
Convertible Debt [Member] | Related Party Notes [Member] | ||
Convertible notes payable discount (in Dollars) | $ 65,918 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Revenue | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross margin | 0 | 0 |
Selling, general and administrative expenses | 821,374 | 718,770 |
Startup costs | 0 | 141,739 |
Professional fees | 2,294,666 | 750,446 |
Total operating expenses | 3,116,040 | 1,610,955 |
Operating loss | (3,116,040) | (1,610,955) |
Other (income) expense: | ||
Interest expense | 4,709,940 | 2,571,171 |
Gain on settlement of debt | (3,480) | 0 |
Loss on modification of related party debt | 0 | 951,239 |
Loss on modification of debt | 29,145 | 43,334 |
Loss on note exchange | 404,082 | 0 |
Loss on extinguishment of debt | 989,032 | 0 |
Prepayment Penalty | 137,000 | 0 |
Change in fair value of derivative | 195,725 | (310,975) |
Total other expense | 6,461,444 | 3,254,769 |
Income (Loss) before income taxes | (9,577,484) | (4,865,724) |
Income tax expense | 0 | 0 |
Net income (loss) | $ (9,577,484) | $ (4,865,724) |
Net income (loss) per share - basic (in Dollars per share) | $ (0.24) | $ (0.23) |
Weighted average shares outstanding - basic (in Shares) | 39,224,613 | 20,778,785 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Debt Exchange [Member] | Common Stock [Member]Commitment Fees [Member] | Common Stock [Member]Related Party Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Debt Exchange [Member] | Additional Paid-in Capital [Member]Commitment Fees [Member] | Additional Paid-in Capital [Member]Related Party Debt [Member] | Additional Paid-in Capital [Member]Account Payable [Member] | Additional Paid-in Capital [Member]Warrant Issued with Debt [Member] | Additional Paid-in Capital [Member]Placement Agent Warrant [Member] | Additional Paid-in Capital [Member]Warrant issued to Consultants [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member]Issued to Officers [Member] | Stock Payable [Member] | Retained Earnings [Member] | Debt Exchange [Member] | Commitment Fees [Member] | Issued to Officers [Member] | Related Party Debt [Member] | Account Payable [Member] | Warrant Issued with Debt [Member] | Placement Agent Warrant [Member] | Warrant issued to Consultants [Member] | Total |
Balance at May. 31, 2016 | $ 2,035 | $ 2,627,183 | $ 65,700 | $ (4,125,886) | $ (1,430,968) | |||||||||||||||||||
Balance (in Shares) at May. 31, 2016 | 20,350,003 | |||||||||||||||||||||||
Settlement of derivative liability | 612,850 | 612,850 | ||||||||||||||||||||||
Common stock issued for conversion of debt | $ 1,082 | $ 169 | $ 2,703,158 | 137,331 | $ 2,704,240 | 137,500 | ||||||||||||||||||
Common stock issued for conversion of debt, Shares (in Shares) | 10,816,960 | 1,685,981 | ||||||||||||||||||||||
Gain on settlement of Accounts payable | 0 | |||||||||||||||||||||||
Stock issued for services | 3,250 | 3,250 | ||||||||||||||||||||||
Loss on modification of related party debt | 951,239 | 951,239 | ||||||||||||||||||||||
Imputed interest | 1,075 | 1,075 | ||||||||||||||||||||||
Net loss | (4,865,724) | (4,865,724) | ||||||||||||||||||||||
Balance at May. 31, 2017 | $ 3,286 | 7,032,836 | 68,950 | (8,991,610) | (1,886,538) | |||||||||||||||||||
Balance (in Shares) at May. 31, 2017 | 32,852,944 | |||||||||||||||||||||||
Settlement of derivative liability | 442,775 | |||||||||||||||||||||||
Common stock issued for conversion of debt | $ 518 | 1,617,928 | 1,618,446 | |||||||||||||||||||||
Common stock issued for conversion of debt, Shares (in Shares) | 5,179,028 | |||||||||||||||||||||||
Stock issuance costs | (249,397) | (249,397) | ||||||||||||||||||||||
Gain on settlement of Accounts payable | $ 442,775 | $ 442,775 | 989,032 | |||||||||||||||||||||
Warrants issued | $ 1,804,470 | $ 503,655 | $ 294,173 | $ 1,804,470 | $ 503,655 | $ 294,173 | ||||||||||||||||||
Discount on notes payable and accrued interest | 1,758,741 | 1,758,741 | ||||||||||||||||||||||
Stock issued for services | $ 37 | 264,283 | 25,313 | 289,633 | ||||||||||||||||||||
Stock issued for services, Shares (in Shares) | 374,000 | |||||||||||||||||||||||
Common stock issued | $ 600 | $ 25 | $ 2,353,437 | $ 94,975 | $ 213,321 | $ 2,354,037 | $ 95,000 | $ 213,321 | ||||||||||||||||
Common stock issued (in Shares) | 6,000,000 | 250,000 | ||||||||||||||||||||||
Common stock issued | $ 547 | 1,460,368 | 1,460,915 | |||||||||||||||||||||
Common stock issued, Shares (in Shares) | 5,473,000 | |||||||||||||||||||||||
Imputed interest | 1,076 | 1,076 | ||||||||||||||||||||||
Net loss | (9,577,484) | (9,577,484) | ||||||||||||||||||||||
Balance at May. 31, 2018 | $ 5,013 | $ 17,628,717 | $ 307,584 | $ (18,569,094) | $ (627,780) | |||||||||||||||||||
Balance (in Shares) at May. 31, 2018 | 50,128,972 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (9,577,484) | $ (4,865,724) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Imputed interest | 1,076 | 1,075 |
Excess derivative | 1,940,439 | 0 |
Change in fair value of derivative | 195,725 | (310,975) |
Gain / loss on modification of debt | 29,145 | 43,334 |
Loss on modification of debt – related party | 0 | 951,239 |
Stock-based compensation | 794,607 | 3,250 |
Warrants issued to placement agent | 503,655 | 0 |
Note issued as commitment | 404,082 | 0 |
Loss on extinguishment of debt | 989,032 | 0 |
(Gain) loss on note exchange | (3,480) | 0 |
Prepayment Penalty | 137,000 | 0 |
Amortization of debt discounts | 2,534,103 | 2,274,519 |
Depreciation and amortization expense | 1,322 | 1,324 |
Start-up costs | 0 | 141,739 |
Changes in assets and liabilities: | ||
Prepaid expenses | 0 | 5,332 |
Other assets | 50,000 | 0 |
Accounts payable and accrued expenses | 300,421 | 238,387 |
Accrued compensation | 216,667 | 150,000 |
Accrued interest, related party | 96,211 | 204,364 |
Deferred rent | (49,565) | 0 |
Accrued interest | 11,746 | (20,169) |
Net cash used in operating activities | (1,425,298) | (1,182,305) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for investment in Alternative Solutions | (2,050,000) | 0 |
Payment for construction in progress | 0 | (35,013) |
Net cash used in investing activities | (2,050,000) | (35,013) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party convertible notes payable | 761,829 | 150,000 |
Proceeds from related party notes payable | 0 | 1,447,550 |
Proceeds from issuance of convertible note | 1,655,000 | 0 |
Proceeds from notes payable | 410,000 | 0 |
Principal payments on notes payable | (100,000) | 0 |
Principal payments on related party notes payable | (237,794) | (61,000) |
Repayments of convertible notes payable | (500,000) | (329,166) |
Proceeds from sale of equity | 1,460,917 | 0 |
Net cash provided by financing activities | 3,449,952 | 1,207,384 |
Net increase in cash and cash equivalents | (25,346) | (9,934) |
Cash and cash equivalents at beginning of period | 78,310 | 88,244 |
Cash and cash equivalents at end of period | 52,964 | 78,310 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 53,837 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible note issued for unpaid accrued salary | 150,000 | 362,500 |
Discount on convertible notes payable due to derivative | 1,758,741 | 600,564 |
Related party notes payable reclassified as related party convertible notes payable | 1,116,816 | 849,750 |
Common stock issued for conversion of related party notes payable | 2,023,666 | 2,704,240 |
Common stock issued for conversion of notes payable | 1,618,446 | 137,500 |
Common stock issued for settlement of accounts payable | 6,000 | 0 |
Settlement of derivative liability | 442,775 | 612,850 |
Non-Related Party Debt [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for conversion of notes payable | $ 2,554,924 | $ 137,500 |
NOTE 1 - BUSINESS ORGANIZATION
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2018 | |
Disclosure Text Block [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 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 been issued a U.S. patent with respect to its 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 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 proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into saleable concentrates. On December 4, 2017, the Company and Alternative Solutions, LLC (“Alternative Solutions”) entered into a Membership Interest Purchase Agreement (the “Acquisition Agreement”) for the Company to acquire the outstanding equity interests in three subsidiaries (collectively, the “Oasis LLCs”), Serenity Wellness Center LLC d/b/a/ Oasis Medical Cannabis, Serenity Wellness Growers LLC, and Serenity Wellness Products LLS, from Alternative Solutions. Pursuant to the Acquisition Agreement, the Company paid a non-refundable deposit of $250,000 upon signing, which was followed by an additional payment of $1,800,000 on February 5, 2018, for an initial 10% of each of the subsidiaries. The closing consideration that the Company must pay to acquire the remaining 90% of the subsidiaries, is equal to cash in the amount of $6,200,000, a $4.0 million promissory note due in December 2019, and $6,000,000 in shares of the Company’s common stock. The Oasis LLCs collectively own and operate a vertically integrated cannabis business, including one dispensary, in Las Vegas, Nevada. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 12 Months Ended |
May 31, 2018 | |
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 $18,569,094 as of May 31, 2018. 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 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. The Company has adopted a fiscal year end of May 31st. 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 $52,964 and $78,310 as of May 31, 2018 and 2017. 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 its estimated useful life. Computer equipment is being depreciated over a three-year period. Concentrations of Credit Risk The Company maintains its cash in bank deposit and other accounts, which may not be federally insured, or 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 years ended May 31, 2018 and 2017. Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $0 and $0 for the years ended May 31, 2018 and 2017, respectively. Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - 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 certain 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 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 certain of the convertible notes issued are valued at issuance, at conversion or redemption, and at each period end. The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component: For the year ended May 31, 2018: - That the quoted market price of the common stock, which increased from $0.1250 as of May 31, 2017 to $0.6865 as of May 31, 2018, would fluctuate with the Company’s projected volatility; - That the conversion price of the YAN II PN Convertible Notes would be equal to $0.40 with a full reset feature, and upon default, 75% of the lowest Volume Weighted Average Price (the “VWAP”) in the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date; -The conversion prices of the various convertible notes would be equal to the lesser of (i) $1.07, $0.80, or $0.40 (reset to $0.03125) , as the case may be, or (ii) 75% of the lowest VWAP in the 15-20 consecutive trading days ending on the trading day that is immediately prior to the application conversion date; - That the new convertible notes issued during this period with full resets would be initially issued with conversion prices of $0.3125 and $0.40, respectively, which were not reset as a result of the WestPark Offering;; -That an event of default at a 24% or 15% interest rate would occur 0% of the time, increasing 1.00% per month to a maximum of 25%, and that instead of a penalty, there would be an alternative conversion price; -That the projected volatility curve from an annualized analysis for each valuation period would be based on the historical volatility of the Company and the remaining term for each convertible note. The projected volatility was in the range of 97.4% to 534.5% during the year ended May 31, 2018; -That the Company would redeem the convertible notes, projected initially at 0% of the time and increasing monthly by 1.00% to a maximum of 10.0%; -That the holder would automatically convert the notes at the maximum of 2 times the conversion price or the stock price if the common stock underlying the YAN II PN Convertible Notes was eligible for sale in compliance with securities laws and the Company was not in default; -That unless an Event of Default occurred, the holder would sell, per trading day, an amount of Common Stock up to the greater of (i) $5,000 or (ii) 25% multiplied by the “Aggregate Amount,” as defined in the YAN II PN Convertible Notes. -That the exchange agreement conversions (contingent on the payment by Glashow to Old Main) would occur based on 95% probability; otherwise, the convertible note would revert to the original terms and settlement, and that the value of the 4,500,000 potential shares would be based on the market price as of September 25, 2017, which is the date the convertible notes were re-issued, and each conversion date price. For the year ended May 31, 2017: - That the quoted market price of the common stock, which decreased from $0.0409 as of November 30, 2016 to $0.1250 as of May 31, 2017, would fluctuate with the Company’s projected volatility; - That the conversion price of the amended 2016 Convertible Notes would be equal to the lesser of (i) $1.07 or $0.80; or (ii) 75% of the lowest VWAP in the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date; - That an event of default at a 24% interest rate would occur 0% of the time, increasing 1.00% per month to a maximum of 10%, and that instead of a penalty, there would be an alternative conversion price; - That the projected volatility curve from an annualized analysis for each valuation period would be based on the historical volatility of the Company and the term remaining for each note. The projected volatility was from 265% to 407% during the year ended May 31, 2017; - That the Company would redeem the notes expiring on September 18, 2017 (with a 130% penalty), projected initially at 50% of the time and increasing monthly by 5.0% to a maximum of 75.0% (from alternative financing being available for a redemption event to occur); - That the holder would automatically convert the notes at the maximum of 2 times the conversion price or the stock price if the common stock underlying the 2016 Convertible Notes was eligible for sale in compliance with securities laws (assumed at September 18, 2016) and the Company was not in default; and - That unless an Event of Default occurred, the holder would sell, per trading day, an amount of Common Stock up to the greater of (i) $5,000 or (ii) 25% multiplied by the “Aggregate Amount,” as defined in the 2016 Convertible Notes. Revenue Recognition The Company applies revenue recognition provisions pursuant to ASC No. 605, Revenue Recognition, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. The guidance outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. Basic and Diluted Earnings or 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 are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2018 and 2017, the Company excluded from the calculation of fully diluted shares outstanding a total of 9,929,058 (4,407,118 issuable upon the conversion of notes payable; 4,700,998 upon the exercise of warrants and 611,071 in stock payable) and 1,180,350 shares, respectively, issuable upon the conversion of notes payable because the result would have been anti-dilutive. 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 year ended May 31, 2018 and 2017. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. 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 and its legal counsel assess 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 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 In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
NOTE 4 - PREPAID EXPENSES
NOTE 4 - PREPAID EXPENSES | 12 Months Ended |
May 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 4 – PREPAID EXPENSES Prepaid expenses consisted of the following at May 31, 2018 and 2017: May 31, May 31, 2018 2017 Prepaid legal fees $ 1,410 $ 1,410 Total $ 1,410 $ 1,410 |
NOTE 5 - SECURITY DEPOSIT
NOTE 5 - SECURITY DEPOSIT | 12 Months Ended |
May 31, 2018 | |
Security Deposits [Abstract] | |
Security Deposits [Text Block] | NOTE 5 – SECURITY DEPOSIT The Company had a security deposit in the amount of $0 and $50,000 at May 31, 2018 and 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 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; during the year ended May 31, 2018, the Company wrote-off the security deposit in the amount of $50,000. |
Note 6 - PROPERTY, PLANT AND EQ
Note 6 - PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | N OTE 6 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at May 31, 2018 and 2017. May 31, May 31, 2018 2017 Computer equipment $ 2,674 $ 2,674 Property and equipment, gross 2,674 2,674 Less: accumulated depreciation (2,674 ) (1,784 ) Property and equipment, net $ - $ 890 Depreciation expense totaled $890 and $892 for the years ended May 31, 2018 and 2017, respectively. |
Note 7 - INVESTMENT IN OASIS LL
Note 7 - INVESTMENT IN OASIS LLCS | 12 Months Ended |
May 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | N OTE 7 – INVESTMENT IN OASIS LLCS On December 4, 2017, the Company and Alternative Solutions, LLC (“Alternative Solutions”) entered into a Membership Interest Purchase Agreement (the “Acquisition Agreement”) for the Company to acquire the outstanding equity interests in three subsidiaries (collectively, the “Oasis LLCs”), Serenity Wellness Center LLC d/b/a/ Oasis Medical Cannabis, Serenity Wellness Growers LLC, and Serenity Wellness Products LLC, from Alternative Solutions. Pursuant to the Acquisition Agreement, the Company paid a non-refundable deposit of $250,000 upon signing, which was followed by an additional payment of $1,800,000 on February 5, 2018, for an initial 10% of each of the subsidiaries. As of May 31, 2018, the Company had a total investment of $2,050,000 in the Oasis LLCs (see note 16). The closing consideration that the Company must pay to acquire the remaining 90% of the subsidiaries, is equal to cash in the amount of $6,200,000, a $4.0 million promissory note due in December 2019, and $6,000,000 in shares of the Company’s common stock. The number of shares shall equal $6,000,000 divided by the lower of $1.00 or the conversion price to receive one share of the Company’s common stock in its next equity offering that it commences in 2018 that exceeds $6 million, multiplied by 80%. The promissory note will be secured by a first priority security interest over the assets of each of the Oasis LLCs, including the Company’s 10% equity interest in the three subsidiaries, and the Company shall deliver to Alternative Solutions a confession of judgment that will become effective in the event of any event of default under the promissory note. Assuming the Company closes on the acquisition, in May 2020, Alternative Solutions will be entitled to a $1,000,000 payment from the Company, if the existing dispensary operated by an Oasis LLC has maintained an average revenue of $20,000 per day during the 2019 calendar year. The sale, assignment, transfer, pledge or other disposition of any interest in the Oasis LLCs or Alternative Solutions is ineffective unless approved by the State of Nevada and any municipality in which the three subsidiaries’ operations is licensed. As of May 31, 2018, the Company had not yet received regulatory approval to own the 10% interest in Oasis LLCs. As a result, the amount that has been paid by the Company is being held by Alternative Solutions. |
NOTE 8 - NOTE RECEIVABLE
NOTE 8 - NOTE RECEIVABLE | 12 Months Ended |
May 31, 2018 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 8 – NOTE RECEIVABLE During the year ended May 31, 2015, the Company loaned $500,000 (the “Note”) to Picture Rock Holdings, LLC, a Colorado limited liability company (“PRH”). Pursuant to the Note, as amended by the parties effective June 30, 2015, October 31, 2015, April 11, 2016, and May 31, 2016, PRH will repay the principal due under the Note in twenty (20) equal quarterly installments of Twenty Five Thousand Dollars ($25,000) commencing in the month following the month in which PRH commences generating revenue at the grow facility, which commencement was originally anticipated to occur in the first quarter of 2017, and continuing until paid in full. The Company is currently unable to estimate when it will commence generating revenues at the grow facility. Interest will accrue on the unpaid principal balance of the Note at the rate of twelve percent (12%) per annum and will be paid quarterly in arrears commencing after such initial payment and continuing until paid in full. All outstanding principal and any accumulated unpaid interest due under the Note is due and payable on the five-year anniversary of the initial payment thereunder. In the event of default as defined in the agreements underlying the Note, all amounts under the Note shall be due and payable at once. During the year ended May 31, 2015, the Company recorded an impairment related to the note receivable in the amount of $500,000. This receivable is recorded on the balance sheet as of May 31, 2017 in the amount of $0, net of allowance in the amount of $500,000. During the year ended May 31, 2018, the Company received a payment of $50,000 on the Note. As a result, the Company has reduced the impairment of the note by $50,000 reflect this payment. The receivable is recorded on the balance sheet as of May 31, 2018 in the amount of $0, net of allowance in the amount of $450,000. |
NOTE 9 - ACCOUNTS PAYABLE AND A
NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following at May 31, 2018 and May 31, 2017. May 31, May 31, 2018 2017 Trade payables $ 726,457 $ 497,213 Accrued payroll and related liabilities 44,465 34,987 Deferred rent liability 55,699 49,565 Total accounts payable and accrued liabilities $ 826,621 $ 581,765 |
NOTE 10 - RELATED PARTY TRANSAC
NOTE 10 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 10 – RELATED PARTY TRANSACTIONS For the year ended May 31, 2018: As of May 31, 2018 and 2017, the Company owed the amount of $37,500 and $37,500, respectively, to Jeffrey Binder, its Chief Executive Officer, for accrued salary. For the twelve months ended May 31, 2018, unpaid accrued salary in the amount of $150,000 As of May 31, 2018 and 2017, the Company owed the amount of $29,167 and $0, respectively, to David Lamadrid, its President and Chief Financial Officer. As of May 31, 2018 and 2017, the Company had accrued salary due to Alan Bonsett, a former officer of the Company prior to his October 1, 2017 separation, in the amount of $37,500 and $0, respectively. As of May 31, 2018 and 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 May 31, 2018 and 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 $1,076 and $1,075 during the twelve months ended May 31, 2018 and 2017, respectively. These interest accruals were charged to additional paid-in capital. On March 12, 2018, the Company received conversion notices from Jeffrey I. Binder, Frank Koretsky, Newcan Investment Partners LLC and CLS CO 2016, LLC (collectively, the “Insiders”). Pursuant to the terms of the conversion notices, the following amounts of principal and accrued interest were converted to common stock of the Company: Accrued Principal Interest # Shares Jeffrey Binder $ 464,698 $ 43,058 (1,624,819 ) Frank Koretsky - 46,626 (149,203 ) Newcan Investment Partners LLC 956,658 98,098 (3,375,220 ) CLS CO 2016 LLC - 9,308 (29,786 ) Total $ 1,421,356 $ 197,090 (5,179,028 ) For the year ended May 31, 2017: As of May 31, 2017, the Company owed $37,500 to Jeffrey Binder, its President and Chief Executive Officer, for accrued salary. In July 2016, $250,000 was transferred from accrued salary to a convertible promissory note due to Mr. Binder; in February 2017, an additional $112,500 was transferred from accrued salary to a convertible promissory note due to Mr. Binder. As of 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 May 31, 2017, the Company had amounts due to related parties of $17,930, representing expenses paid by officers and directors on behalf of the Company. The Company accrued interest at the rate of 6% per annum on these liabilities, and recorded interest expense on these liabilities in the amounts of $1,075 during the year ended May 31, 2017. This interest accrual was charged to additional paid-in capital. On May 31, 2017, the Company entered into the Omnibus Loan Amendment Agreement (the “Omnibus Loan Agreement”) with Jeffrey I. Binder, Frank Koretsky, Newcan Investment Partners LLC and CLS CO 2016, LLC (collectively, the “Insiders”). Pursuant to the Omnibus Loan Agreement, effective May 31, 2017, the following amounts of principal and accrued interest were converted to common stock of the Company: Accrued Principal Interest # Shares Jeffrey Binder $ 442,750 $ 19,427 (1,848,708 ) Frank Koretsky 1,485,000 130,069 (6,460,276 ) Newcan Investment Partners LLC 460,000 7,747 (1,870,988 ) CLS CO 2016 LLC 150,000 9,247 (636,988 ) Total $ 2,537,750 $ 166,490 (10,816,960 ) Related Party Notes Payable At May 31, 2018, the Company had $143,887 in principal and $5,142 in accrued interest of convertible notes payable outstanding to Jeffrey Binder, an officer and director, David Lamadrid, an officer, and to Newcan Investment Partners, LLC, an entity wholly owned by Frank Koretsky, a director. |
NOTE 11 - NOTES PAYABLE
NOTE 11 - NOTES PAYABLE | 12 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 11 – NOTES PAYABLE Notes Payable On February 7, 2018, the Company issued a note payable to Todd Blatt in the amount of $210,000. This note accrues interest at a rate of 6% per annum and is due on February 7, 2019. During the year ended May 31, 2018, the Company accrued interest in the amount of $3,901 on this note. As of May 31, 2018, the outstanding balance of this note is $210,000 On February 7, 2018, the Company issued a note payable to AJG Group in the amount of $200,000. This note accrues interest at a rate of 6% per annum and is due on February 7, 2019. During the year ended May 31, 2018, the Company made a payment of $100,000 on this note. During the year ended May 31, 2018, the Company accrued interest in the amount of $2,696 on this note. As of May 31, 2018, the outstanding balance of this note is $100,000. 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 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. On January 10, 2018, effective December 1, 2017, the Company entered into an Omnibus Amendment to Convertible Notes (the “Second Omnibus Loan Agreement”) with Jeffrey I. Binder, an officer and director of the Company, and Newcan Investment Partners LLC, an entity owned by Frank Koretsky, a director of the Company. The Second Omnibus Loan Agreement provides that the conversion price of all outstanding convertible promissory notes issued to either Mr. Binder or Newcan Investment Partners, LLC as of the date of the Agreement would be increased from $0.25 to $0.3125 per share of common stock. The remaining terms of such notes remain unchanged. On March 12, 2018, the Company received conversion notices from the Insiders. The Company converted a total of $1,618,446, of which $1,421,356 was principal and $197,090 was accrued interest, of related party notes payable into 5,179,028 shares of common stock (see note 11). The following tables summarize the Company’s loan balances at May 31, 2018 and 2017: Convertible Notes Payable Related Parties: May 31, 2018 May 31, 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, 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 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount in the amount of $35,023 related to the revaluation of the beneficial conversion feature of the Binder Funding Notes was charged to additional paid-in capital and amortized to interest expense. During the twelve months ended May 31, 2018, Mr. Binder advanced a total of $440,579 to the Company under the Binder Funding Notes. During the year ended May 31, 2018, principal in the amount of $280,198 and accrued interest in the amount of $5,188 was transferred out of the Binder Funding Notes and used to fund four new convertible notes payable to Mr. Binder (See Binder Convertible Notes 5, 6, 7 and 8 below). Also during the year ended May 31, 2018 the Company made principal payments in the aggregate of $237,794 under the Binder Funding Notes. During the year ended May 31, 2018, the Company accrued interest in the amount of $7,364 on the Binder Funding Notes. During the year ended May 31, 2018, discounts in the amount of $385,637 related to the beneficial conversion feature of the Binder Funding Notes was charged to additional paid-in capital and amortized to interest expense. $ 137 $ 77,550 May 31, 2018 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 note 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 3; 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 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount in the amount of $6,120 related to the revaluation of the beneficial conversion feature of the Newcan Funding Notes was charged to additional paid-in capital and amortized to interest expense. During the twelve months ended May 31, 2018, Newcan advanced a total of $290,000 to the Company under the Newcan Funding Notes. During the year ended May 31, 2018, principal in the amount of $836,658 and accrued interest in the amount of $25,018 was transferred out of the Newcan Funding Notes and used to fund four new convertible notes payable to Newcan (See Newcan Convertible Notes 4, 5, 6 and 7 below). During the year ended May 31, 2018, the Company accrued interest in the amount of $16,681 on the Newcan Funding Notes. During the year ended May 31, 2018, discounts in the amount of $210,120 related to the beneficial conversion feature of the Newcan Funding Notes was charged to additional paid-in capital and amortized to interest expense. 75,000 621,658 Total – Demand Convertible Notes Payable, Related Parties $ 75,137 $ 699,208 Current portion $ 75,137 $ 699,208 Long term portion $ - $ - Convertible Notes Payable: May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated April 8, 2016 and due April 1, 2019 (the “Binder Convertible Note 2. This note bears interest at the rate of 6% per annum through February 29, 2017 and 10% per annum thereafter. No payments are required until April 1, 2017, at which time all accrued interest becomes due and payable. Commencing on July 1, 2017, the first of eight principal payments in the amount of $5,313 will be due; subsequent principal payments will 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 $1.07 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 $1.07 per share. The Company recognized a discount of $37,840 on the value of the beneficial conversion feature at the time of issuance. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, (i) the conversion rate of the Binder Convertible Note 2 was changed to $0.25 per share, and principal and accrued interest in the amounts of $42,500 and $3,583, respectively, were converted into a total of 184,332 shares of common stock; and (ii) the requirement to issue warrants upon conversion was deleted. During the twelve months ended May 31, 2017, the remaining discount on the Binder Convertible Note 2 in the amount of $35,260 was charged to operations, and the Company accrued interest in the amount of $4,287. Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated July 20, 2016 and due July 1, 2019 (the “Binder Convertible Note 3”). This note bears interest at the rate of 10% per annum. No payments are required until July 1, 2017, at which time all accrued interest becomes due and payable. Commencing on October 1, 2017, the first of eight principal payments in the amount of $32,844 will become due; subsequent principal payments will become due on the first day of each, January, April, July and October 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 $1.07 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 $1.07 per share. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, (i) the conversion rate of the Binder Convertible Note 3 was changed to $0.25 per share, and principal and accrued interest in the amounts of $262,750 and $11,972, respectively, were converted into a total of 1,098,888 shares of common stock; and (ii) the requirement to issue warrants upon conversion was deleted. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $22,742 on the Binder Convertible Note 3. 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount was recorded in the amount of $29,376 related to the revaluation of the beneficial conversion feature of the Binder Convertible Note 4; this discount was amortized to interest expense during the year ended May 31, 2018 . During the twelve months ended May 31, 2018 and 2017, interest in the amount of $5,622 and $2,666 was accrued on Binder Convertible Note 4, respectively. During the year ended May 31, 2018, the Binder Convertible Note 4 in the amount of $81,000, of which $72,000 was principal and $9,000 was accrued interest, was converted into 259,200 shares of common stock. $ - $ 72,000 May 31, 2018 May 31, 2017 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount was recorded in the amount of $48,960 related to the revaluation of the beneficial conversion feature of the Newcan Convertible Note 1; this discount was amortized during the year ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $9,370 and $2,005 was accrued on Newcan Convertible Note 1, respectively. During the year ended May 31, 2018, the Newcan Convertible Note 1 in the amount of $133,496, of which $120,000 was principal and $13,496 was accrued interest, was converted into 427,187 shares of common stock. - 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; this discount was amortized during the twelve months ended May 31, 2018. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $41,859 was charged to interest expense. A new discount was recorded in the amount of $46,940 related to the value of the repriced conversion feature of Binder Convertible Note 5; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $6,336 and $0 was accrued on Binder Convertible Note 5, respectively, and 2,246 of accrued interest was transferred from the Binder Funding Notes. During the year ended May 31, 2018, the Binder Convertible Note 5 in the amount of $123,632, of which $115,050 was principal and $8,582 was accrued interest, was converted into 395,622 shares of common stock. - - May 31, 2018 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; this discount was amortized during the twelve months ended May 31, 2018. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $26,475 was charged to interest expense. A new discount was recorded in the amount of $29,689 related to the value of the repriced conversion feature of Binder Convertible Note 6; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $4,007 and $0 was accrued on Binder Convertible Note 6, respectively, and 1,384 of accrued interest was transferred from the Binder Funding Notes. During the year ended May 31, 2018, the Binder Convertible Note 6 in the amount of $78,158, of which $72,767 was principal and $5,391 was accrued interest, was converted into 250,160 shares of common stock. - - 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $226,181 was charged to interest expense. A new discount was recorded in the amount of $253,636 related to the value of the repriced conversion feature of Newcan Convertible Note 4; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $34,234 and $0 was accrued on Newcan Convertible Note 4, respectively, and $23,198 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 4 in the amount of $679,090, of which $621,658 was principal and $57,432 was accrued interest, was converted into 2,173,088 shares of common stock. - - May 31, 2018 May 31, 2017 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $25,468 was charged to interest expense. A new discount was recorded in the amount of $28,560 related to the value of the repriced conversion feature of Newcan Convertible Note 5; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $3,855 and $0 was accrued on Newcan Convertible Note 5, respectively, and $148 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 5 in the amount of $74,003, of which $70,000 was principal and $4,003 was accrued interest, was converted into 236,810 shares of common stock. - - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated October 9, 2017 in the original amount of $30,000 (the “Newcan Convertible Note 6”). The Newcan Convertible Note 6 was funded with the conversion of $30,000 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 January 2, 2019, at which time all accrued interest becomes due and payable. Commencing on April 1, 2019, the first of eight principal payments in the amount of $3,750 will become due; subsequent principal payments will become due on the first day of each July, October, January and April 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 $15,808 on the Newcan Convertible Note 6 related to the value of the beneficial conversion feature at the time of issuance. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $11,430 was charged to interest expense. A new discount was recorded in the amount of $12,240 related to the value of the repriced conversion feature of Newcan Convertible Note 6; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of 1,266 and $0 was accrued on Newcan Convertible Note 6, respectively. During the year ended May 31, 2018, the Newcan Convertible Note 6 in the amount of $31,414, of which $30,000 was principal and $1,414 was accrued interest, was converted into 100,525 shares of common stock. - - May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffery Binder, an officer and director of the Company, dated October 9, 2017 in the original principal amount of $39,521 (the “Binder Convertible Note 7”). The Binder Convertible Note 7 was funded with the conversion of $12,500 of unpaid accrued salary due to Mr. Binder and $27,021 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 January 2, 2019, at which time all accrued interest becomes due and payable. Commencing April 1, 2019, the first of eight principal payments in the amount of $4,940 will become due, subsequent payments will become due on the first day of each July, October, January and April 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 $12,000 on the Binder Convertible Note 7 related to the value of the beneficial conversion feature at the time of issuance. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $15,058 was charged to interest expense. A new discount was recorded in the amount of $16,125 related to the value of the repriced conversion feature of Binder Convertible Note 7; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $1,667 and $0 was accrued on Binder Convertible Note 7, respectively. During the year ended May 31, 2018, the Binder Convertible Note 7 in the amount of $41,310, of which $39,521 was principal and $1,789 was accrued interest, was converted into 132,192 shares of common stock. - - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated, January 5, 2018 in the original amount of $115,000 (the “Newcan Convertible Note 7”). The Newcan Convertible Note 7 was funded with the conversion of $115,000 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 April 1, 2019, at which time all of the accrued interest becomes due and payable. Commencing on July 1, 2019, the first of eight principal payments in the amount of $14,375 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 share of common stock for each $0.3125 converted. The Company recognized a discount of $115,000 on the Newcan Convertible Note 7 related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2018, the Company amortized this discount to interest expense. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $2,079 and $0 was accrued on Newcan Convertible Note 7, respectively, and $1,014 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 7 in the amount of $118,093, of which $115,000 was principal and $3,093 was accrued interest, was converted into 377,898 shares of common stock. - - May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffery Binder, an officer and director of the Company, dated January 5, 2018 in the original principal amount of $165,360 (the “Binder Convertible Note 8”). The Binder Convertible Note 8 was funded with the conversion of $37,500 of unpaid accrued salary due to Mr. Binder and $127,860 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, 2019, at which time all accrued interest becomes due and payable. Commencing July 1, 2019, the first of eight principal payments in the amount of $20,670 will become due; subsequent payments will be |
NOTE 12 - STOCKHOLDERS_ EQUITY
NOTE 12 - STOCKHOLDERS’ EQUITY | 12 Months Ended |
May 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 12 – 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 50,128,972 and 32,582,944 shares of common stock issued and outstanding as of May 31, 2018 and 2017, respectively. The Company recorded imputed interest of $1,076 and $1,075 during the year ended May 31, 2018 and 2017 on related party payables due to a director and officer of the Company. Common Stock Year ended May 31, 2018: 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. On March 2, 2018, the Company issued 350,000 shares of common stock to a consultant pursuant to the terms of a consulting agreement. The shares issued for services were valued on the date of grant at $261,800. On February 8, 2018, the Company agreed to issue 31,250 shares of common stock to a consultant. The shares were valued at $25,313, and are recorded on the balance sheet as stock payable. These shares have not been issued as of May 31, 2018. During the year ended May 31, 2018, the Company agreed to issue 600,000 shares of common stock to an officer. These shares were valued at $213,321, and are recorded on the balance sheet as stock payable. These shares have not been issued as of May 31, 2018. Stock Issued upon Note Conversion On March 12, 2018, pursuant to the Omnibus Loan Agreement, related party convertible noteholders converted principal and interest in the aggregate amount of $1,421,356 and $197,090, respectively, into a total of 5,179,028 shares of common stock. Stock Issued for Note Exchange On September 20, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the April 2015 Note for 1,500,000 shares of its common stock valued at $510,000. 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. The Company recognized a loss on this exchange in the amount of $404,082, which was charged to operations during the year ended May 31, 2018. On September 25, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the 8% Note for 4,500,000 shares of its common stock valued at $1,844,035. The Company recognized a loss on this exchange in the amount of $989,032, which was charged to operations during the year ended May 31, 2018. Stock Issued with Note On November 15, 2017, the Company issued 250,000 shares of restricted Common Stock, valued at $95,000, as a commitment fee to a convertible note holder. Stock Issued in Offering On December 7, 2017, the Company commenced a private offering of its securities, the terms of which were amended on January 17, 2018 (the “WestPark Offering”). The Company offered for sale a minimum of 800,000 units and a maximum of 4,000,000 units at a price of $1.25 per unit. Each unit consisted of four shares of common stock and one warrant to purchase common stock at $0.75 per share. On February 7, 2018, the Company received gross proceeds of $1,087,500 from the WestPark Offering, of which $146,975 were expenses, resulting in net proceeds of $940,525, from the sale of 870,000 units. On February 21, 2018, the Company received additional gross proceeds of $100,000 from the WestPark Offering, of which $28,100 were expenses, resulting in net proceeds of $71,900, from the sale of 80,000 units. On February 28, 2018, the Company received additional gross proceeds of $81,250 from the WestPark Offering, of which $12,148 were expenses, resulting in net proceeds of $69,102, from the sale of 65,000 units. On March 29, 2018, the Company received additional gross proceeds of $441,563 from the WestPark Offering, of which $62,172 were expenses, resulting in net proceeds of $379,390, from the sale of 353,250 units. During the year ended May 31, 2018, the Company incurred offering costs of $249,397. The offering costs were charged to additional paid in capital during the year ended May 31, 2018. Additional Paid-in-Capital During the year ended May 31, 2018, the Company recorded a discounts on convertible notes payable relating to the beneficial conversion feature in the amount of $1,758,741. During the year ended May 31, 2018, the Company recorded a settlement of derivative liabilities in the amount of $442,775. Year ended May 31, 2017: Stock Issued for Services In May 2017, the Company agreed to issue 25,000 shares of common stock with a fair value of $3,250 to a service provider. At May 31, 2017, these shares had not been issued, and the amount of $3,250 is included in stock payable on the Company’s balance sheet. Additional Paid-in-Capital In March 2017, the Company entered into a modification agreement regarding the 8% Promissory Note due to Old Main, and the derivative liability in the amount of $70,143 related to the conversion feature of this note was charged to additional paid-in capital. In May 2017, the Company paid the 10% Notes due to Old Main, and the derivative liability in the amount of $145,268 related to the conversion feature of this note was charged to additional paid-in capital. Stock Issued upon Note Conversions From December 21, 2016, through March 14, 2017, Old Main, holder of the 2016 Convertible Notes, converted an aggregate of $137,500 of principal, in eight transactions, into 1,685,981 shares of common stock. As a result of the conversions, the Company charged the amount $143,325 to additional paid-in capital related to settlement of derivative liability. See note 10. On May 31, 2017, pursuant to the Omnibus Loan Agreement, four related party convertible noteholders converted principal and interest in the aggregate amount of $2,537,750 and $166,490, respectively, into a total of 10,816,960 shares of common stock. As a result of the conversions, the Company charged the amount $951,239 to loss on modification of debt. Warrants On November 15, 2017, in connection with the Company’s sale of a convertible debenture, the Company issued FirstFire Global Opportunities Fund, LLC (“FirstFire”) a three-year common stock purchase warrant to purchase 350,000 shares of the Company’s common stock at an initial exercise price of $0.75 per share. These warrants were valued at $123,950 and were charged to operations during the twelve months ended May 31, 2018. On February 9, 2018, in connection with the Company’s sale of a convertible debenture, the Company issued Darling Capital, LLC (“Darling”) a three-year common stock purchase warrant to purchase 400,000 shares of the Company’s common stock at an initial exercise price of $0.75 per share. These warrants were valued at $313,128 and were charged to operations during the twelve months ended May 31, 2018. On February 16, 2018, in connection with the Company’s sale of a convertible debenture, the Company issued Efrat Investments, LLC (“Efrat”) a three-year common stock purchase warrant to purchase 40,000 shares of the Company’s common stock at an initial exercise price of $0.75 per share. These warrants were valued at $32,076 and were charged to operations during the twelve months ended May 31, 2018. On February 26, 2018, in connection with the Company’s sale of a convertible debenture, the Company issued David Lamadrid a three-year common stock purchase warrant to purchase 25,000 shares of the Company’s common stock at an initial exercise price of $0.75 per share. These warrants were valued at $18,794 and were charged to operations during the twelve months ended May 31, 2018. On March 2, 2018, the Company issued three-year common stock purchase warrants to purchase an aggregate of 412,500 shares of the Company’s common stock at an exercise price of $0.75 per share to consultants. These warrants were value at $294,173 and were changed to operations during the twelve months ended May 31, 2018. On March 29, 2018, the Company issued three-year common stock purchase warrants to purchase an aggregate of 353,250 shares of the Company’s common stock at an exercise price of $0.75 per share, to investors in the WestPark Offering. On May 9, 2018, in connection with the Amendment to the FirstFire Note, the Company amended the FirstFire three-year common stock purchase warrant to provide that the holder could purchase an additional 25,000 shares of the Company’s common stock at an initial exercise price of $0.75 per share. These additional warrants were valued to $15,977 and were charge to operations during the twelve months ended May 31, 2018. On May 14, 2018, in connections with the Company’s sale of a convertible debenture, the Company issued YA II PN, Ltd. a five-year common stock purchase warrant to purchase 1,875,000 shares of the Company’s common stock at an initial exercise price of $0.60 per share. These warrants were valued at $1,300,545 and were charged to operations during the twelve months ended May 31, 2018. As of May 31, 2018, the Company was obligated to issue a five-year warrant to purchase 205,238 of the Company’s units at an exercise price of $1.25 per unit (the “Unit Warrants”) to WestPark Capital, Inc., the placement agent for the WestPark Offering. Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share. The Unit Warrants are part of the placement agent’s compensation pursuant to the placement agent agreement. The Unit Warrant were valued at $503,655, which amount was charged to operations during the twelve months ended May 31, 2018. The following table summarizes the significant terms of warrants outstanding at May 31, 2018. These warrants were granted as part of financing agreements. This table includes the 205,238 Unit Warrants: Weighted Weighted Weighted average average average Range of Number of remaining exercise exercise exercise warrants contractual price of Number of price of Prices Outstanding life (years) outstanding Warrants warrants Exercisable exercisable Warrants $ 0.75 2,825,988 3.33 $ 0.75 2,825,988 $ 0.75 0.60 1,875,000 4.96 0.60 1,875,000 0.60 4,700,988 3.98 0.69 4,700,988 0.69 Transactions involving warrants are summarized as follows: Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2017 - $ - Granted 4,700,988 $ 0.69 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2018 4,700,988 $ 0.69 |
NOTE 13 - INCOME TAXES
NOTE 13 - INCOME TAXES | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 13 – INCOME TAXES The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. As of May 31, 2018 and 2017, the Company had incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: May 31, May 31, 2018 2017 Federal and state statutory rate 34 % 34 % Net operating loss carry forwards 2,790,481 1,386,438 Valuation allowance for deferred tax assets (2,790,481 ) (1,386,438 ) Net deferred tax assets - - As of May 31, 2018 and 2017, the Company had net operating loss carry forwards of approximate ly $2,790,481 a Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided for a full valuation allowance against its net deferred tax assets at May 31, 2018 and 2017. The Company had no uncertain tax positions as of May 31, 2018. |
NOTE 14 - COMMITMENTS AND CONTI
NOTE 14 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 – COMMITMENTS AND CONTINGENCIES Lease Arrangement 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 had an initial term of seventy-two (72) months and provided 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 May 31, 2018. 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 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. Mr. Binder has deferred all of the salary payable to him under his employment agreement through February 28, 2018. On July 20, 2016, March 31, 2017, August 23, 2017, October 9, 2017, January 5, 2018 and April 6, 2018, the Company issued Mr. Binder convertible notes in exchange for $250,000, $112,500, $62,500, $39,521, $37,500 and $37,500 respectively, in deferred salary, among other amounts owed to Mr. Binder by the Company. As of May 31, 2018 and May 31, 2017, the Company had accrued compensation due to Mr. Binder in the amount of 37,500 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 agreed to defer his salary effective July 1, 2017; at May 31, 2018, the Company had accrued compensation due to Mr. Bonsett in the amount of $37,500. On October 1, 2017, the Company and Mr. Bonsett, the Company’s Chief Operating Officer, mutually agreed to end his employment with the Company. Mr. Bonsett may provide consulting services to the Company in the future on an as needed basis. Effective November 30, 2017, the Company and Mr. Lamadrid entered into a one-year employment agreement. Pursuant to the agreement, Mr. Lamadrid commenced serving as the Company’s President and Chief Financial Officer on December 1, 2017. Under the agreement, Mr. Lamadrid is entitled to receive an annual salary of $175,000. Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of its annual EBITDA. Additionally, Mr. Lamadrid is entitled to a one-time signing bonus of 500,000 shares of restricted common stock of the Company, which shall become fully vested one year from the effective date of the agreement. At May 31, 2018 and 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 15 - FAIR VALUE OF FINANCI
NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
May 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at May 31, 2018 and 2017. May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,265,751 $ 1,265,751 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, 2016 $ 418,537 Issuances 600,564 Convert or Redeem (612,850 ) Revaluation gain (310,975 ) Balance as of May 31, 2017 $ 95,276 Issuances 3,671,505 Convert or Redeem (2,696,755 ) Revaluation loss 195,725 Balance as of May 31, 2018 $ 1,265,751 |
NOTE 16 - SUBSEQUENT EVENTS
NOTE 16 - SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 – SUBSEQUENT EVENTS On June 12, 2018, the Company received a conversion notice from a note holder requesting the conversion of $550,000 in principal and $15,000 of accrued interest into 1,808,000 shares of common stock. On June 20, 2018, the Company executed an agency agreement with Canaccord Genuity Corp. and closed on a private offering of its special warrants for aggregate gross proceeds of CD$13,037,859 (USD$9,988,173). In connection therewith, the Company also entered into a special warrant indenture and a warrant indenture with Odyssey Trust Company, as special warrant agent and warrant agent. Pursuant to the offering, the Company issued 28,973,019 special warrants at a price of CD$0.45 (USA$0.34) per special warrant. Each special warrant is automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that is five business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in each of the jurisdictions in Canada in which the special warrants were sold for a final prospectus qualifying the distribution of the units, which is intended to be no later than August 31, 2018, and (ii) the date that is four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, LLC, known as Oasis Cannabis. Upon exercise of the special warrants, each unit shall consist of one share of the Company's common stock and one warrant to purchase one share of common stock. Each warrant will be exercisable at a price of CD$0.65 for three years after the Company's common stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events. If the Company has not received a receipt from the applicable Canadian securities authorities for the qualifying prospectus by August 19, 2018, the unexercised special warrant will thereafter generally entitle the holder to receive 1.1 units instead of one unit of the Company. In connection with the offering, the Company paid a cash commission equal to CD$1,043,028 (USD$799,053), a corporate finance fee equal to 1,448,651 special warrants, and 2,317,842 compensation warrants. Each compensation warrant entitles the holder thereof to acquire one unit at a price of CD$0.45 per unit for a period of 36 months from the date that the Company's common stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events. On June 27, 2018, the Company closed on the purchase of the remaining 90% of the membership interests of Alternative Solutions and its three operating subsidiaries (the “Oasis LLCs”). The closing occurred pursuant to the Acquisition Agreement dated December 4, 2017, as amended. On such date, the Company made the payments to indirectly acquire the remaining 90% of the Oasis LLCs, which were equal to cash in the amount of $6,200,000, a $4.0 million promissory note due in December 2019 (the “Oasis Note”), and 22,058,823 shares of its common stock. The Oasis Note bears interest at the rate of 6% per annum. The Oasis Note may be prepaid at any time without penalty. The Oasis Note is secured by all of the membership interests in Alternative Solutions and the Oasis LLCs and by the assets of the Oasis LLCs. The Company also applied for regulatory approval to own the additional 90% in membership interests in the Oasis LLCs, which it expects to receive in due course. The change of ownership in the Oasis LLCs to the Company will be recorded upon receipt of such regulatory approvals. On July 24, 2018, the Company awarded Star Associates, LLC, a limited liability company owned by Andrew Glashow, a director of the Company, a cash payment in the amount of $250,000 and 700,000 restricted shares of the Company’s common stock in recognition of Mr. Glashow’s efforts, through Star Associates, in successfully assisting the Company in negotiating and obtaining the financing necessary to acquire Alternative Solutions, LLC. On July 24, 2018, the Company and Mr. David Lamadrid, its President and Chief Financial Officer, mutually agreed to terminate the employment agreement dated December 1, 2017 between the Company and Mr. Lamadrid (the "Employment Agreement") effective July 13, 2018. Mr. Lamadrid resigned as President and Chief Financial Officer effective as of July 13, 2018. The parties further agreed that neither party would have any further obligations under the Employment Agreement after such date. The Company also agreed to release Mr. Lamadrid from his non-competition obligations under the Confidentiality, Non-Compete and Property Rights Agreement dated November 30, 2017 between the parties (the "Confidentiality Agreement"). The balance of the terms of the Confidentiality Agreement remain in full force and effect. On July 27, 2018, the Company announced the appointment of Frank J. Tarantino as its Chief Financial Officer, effective August 1, 2018. In connection with his employment, the Company awarded Mr. Tarantino 25,000 shares of restricted common stock, which vests four months after the date he commenced his employment with the Company. Mr. Benjamin Sillitoe was appointed to serve as the Chief Executive Officer of CLS Nevada, Inc. commencing on July 1, 2018. On July 31, 2018, CLS Nevada, Inc. and Mr. Sillitoe entered into a one-year employment agreement. Under the agreement, Mr. Sillitoe is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of CLS Nevada, Inc.’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of CLS Nevada, Inc.’s annual EBITDA. Additionally, Mr. Sillitoe is entitled to a one-time signing bonus of 500,000 shares of restricted common stock of the Company, which shall become fully vested one year from the effective date of this agreement assuming Mr. Sillitoe remains employed by the Company on such date. Effective July 1, 2018, and in connection with the employment agreement, Mr. Sillitoe and the Company entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. Pursuant thereto, Mr. Sillitoe agreed (i) not to compete with the Company or CLS Nevada, Inc. during the term of his employment and, unless he is terminated without cause, for a period of one year thereafter, (ii) not to release or disclose the Company’s or CLS Nevada, Inc.’s confidential information, and (iii) to assign the rights to all work product to the CLS Nevada, Inc., among other terms. Mr. Don Decatur was appointed to serve as CLS Nevada, Inc.’s Chief Operating Officer commencing on July 1, 2018. CLS Nevada, Inc. and Mr. Decatur entered into a one-year employment agreement on July 31, 2018. Under the agreement, Mr. Decatur is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of CLS Nevada, Inc.’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of CLS Nevada, Inc.’s annual EBITDA. Additionally, Mr. Decatur is entitled to a one-time signing bonus of 50,000 shares of restricted common stock of the Company, which shall become fully vested one year from the effective date of the agreement assuming Mr. Decatur remains employed by the Company on such date. Effective July 1, 2018, and in connection with the employment agreement, Mr. Decatur and the Company entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. Pursuant thereto, Mr. Decatur agreed (i) not to compete with the Company or CLS Nevada, Inc during the term of his employment and, unless he is terminated without cause, for a period of one year thereafter, (ii) not to release or disclose the Company’s or CLS Nevada, Inc.’s confidential information, and (iii) to assign the rights to all work product to CLS Nevada, Inc., among other terms. Effective July 31, 2018, the Company, entered into a subscription agreement with Navy Capital Green International, Ltd., a British Virgin Islands limited company (“Navy Capital”), pursuant to which the Company agreed to sell to Navy Capital, for a purchase price of $3,000,000, 7,500,000 Units ($0.40 per unit), representing (i) 7,500,000 shares of the Company’s Common Stock, and (ii) three-year warrants to purchase an aggregate of 7,500,000 shares of our Common Stock (the “Warrant Shares”) at an exercise price of $0.60 per share of Common Stock. The closing occurred on August 6, 2018. In the subscription agreement, the Company also agreed to file, on or before November 1, 2018, a registration statement with the SEC registering the shares of Common Stock and Warrant Shares issued to Navy Capital. If the Company fails to file the registration statement on or before that date, the Company must issue to Navy Capital an additional number of units equal to ten percent (10%) of the units originally subscribed for by Navy Capital (which will include additional warrants at the original exercise price). The warrant is exercisable from time to time, in whole or in part for three years. The warrant has anti-dilution provisions that provide for an adjustment to the exercise price in the event of a future sale of Common Stock at a lower price, subject to certain exceptions as set forth in the warrant. The warrant also provides that it is callable at any time after the bid price of the Company’s Common Stock exceeds 120% of the exercise price of the warrant for a period of 20 consecutive business days. On August 6, 2018, the Company issued a convertible promissory note to Newcan, an entity owned by Frank Koretsky, a director of the Company, in the amount of $75,000.00 (the “Newcan Convertible Note 8”), to finalize the terms of repayment with respect to a certain loan made to the Company by Newcan on May 4, 2018. The Newcan Convertible Note 8 is unsecured and bears interest at the rate of 10% per annum. No payments are required until October 1, 2019, at which time all accrued interest becomes due and payable. Principal will be paid in eight equal quarterly installments, together with interest accrued thereon, beginning on January 1, 2020. The Notes may be prepaid by the Company with no penalty at any time upon thirty days written notice. The holder of the Newcan Convertible Note 9 may, at any time prior to payment or prepayment in full, convert all principal and accrued interest thereunder, in whole or in part, into securities of the Company. For each $0.40 converted, the holder will receive one share of the Company’s Common Stock. Between August 8, 2018 and August 10, 2018, the Company entered into five subscription agreements, pursuant to which the Company sold, for an aggregate purchase price of $2,750,000, 6,875,000 Units ($0.40 per unit), representing (i) 6,875,000 shares of the Company’s Common Stock, and (ii) three-year warrants to purchase an aggregate of 6,875,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $0.60 per share of Common Stock. The subscription agreements require the Company to file, on or before November 1, 2018, a registration statement with the SEC registering the shares of Common Stock and Warrant Shares issued to the Navy Capital Investors. If the Company fails to file the registration statement on or before that date, the Company must issue to the Navy Capital Investors an additional number of units equal to ten percent (10%) of the units originally subscribed for by each Navy Capital Investor (which will include additional warrants at the original exercise price). The warrants are exercisable from time to time, in whole or in part for three years. The warrants have anti-dilution provisions that provide for an adjustment to the exercise price in the event of a future sale of Common Stock at a lower price, subject to certain exceptions as set forth in the warrant. The warrants also provide that they are callable at any time after the bid price of the Company’s Common Stock exceeds 120% of the exercise price of the warrants for a period of 20 consecutive business days. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
May 31, 2018 | |
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. The Company has adopted a fiscal year end of May 31st. |
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 $52,964 and $78,310 as of May 31, 2018 and 2017. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 its estimated useful life. 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 and other accounts, which may not be federally insured, or 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 years ended May 31, 2018 and 2017. |
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 research and development costs of $0 and $0 for the years ended May 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - 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 certain 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 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 certain of the convertible notes issued are valued at issuance, at conversion or redemption, and at each period end. The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component: For the year ended May 31, 2018: - That the quoted market price of the common stock, which increased from $0.1250 as of May 31, 2017 to $0.6865 as of May 31, 2018, would fluctuate with the Company’s projected volatility; - That the conversion price of the YAN II PN Convertible Notes would be equal to $0.40 with a full reset feature, and upon default, 75% of the lowest Volume Weighted Average Price (the “VWAP”) in the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date; -The conversion prices of the various convertible notes would be equal to the lesser of (i) $1.07, $0.80, or $0.40 (reset to $0.03125) , as the case may be, or (ii) 75% of the lowest VWAP in the 15-20 consecutive trading days ending on the trading day that is immediately prior to the application conversion date; - That the new convertible notes issued during this period with full resets would be initially issued with conversion prices of $0.3125 and $0.40, respectively, which were not reset as a result of the WestPark Offering;; -That an event of default at a 24% or 15% interest rate would occur 0% of the time, increasing 1.00% per month to a maximum of 25%, and that instead of a penalty, there would be an alternative conversion price; -That the projected volatility curve from an annualized analysis for each valuation period would be based on the historical volatility of the Company and the remaining term for each convertible note. The projected volatility was in the range of 97.4% to 534.5% during the year ended May 31, 2018; -That the Company would redeem the convertible notes, projected initially at 0% of the time and increasing monthly by 1.00% to a maximum of 10.0%; -That the holder would automatically convert the notes at the maximum of 2 times the conversion price or the stock price if the common stock underlying the YAN II PN Convertible Notes was eligible for sale in compliance with securities laws and the Company was not in default; -That unless an Event of Default occurred, the holder would sell, per trading day, an amount of Common Stock up to the greater of (i) $5,000 or (ii) 25% multiplied by the “Aggregate Amount,” as defined in the YAN II PN Convertible Notes. -That the exchange agreement conversions (contingent on the payment by Glashow to Old Main) would occur based on 95% probability; otherwise, the convertible note would revert to the original terms and settlement, and that the value of the 4,500,000 potential shares would be based on the market price as of September 25, 2017, which is the date the convertible notes were re-issued, and each conversion date price. For the year ended May 31, 2017: - That the quoted market price of the common stock, which decreased from $0.0409 as of November 30, 2016 to $0.1250 as of May 31, 2017, would fluctuate with the Company’s projected volatility; - That the conversion price of the amended 2016 Convertible Notes would be equal to the lesser of (i) $1.07 or $0.80; or (ii) 75% of the lowest VWAP in the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date; - That an event of default at a 24% interest rate would occur 0% of the time, increasing 1.00% per month to a maximum of 10%, and that instead of a penalty, there would be an alternative conversion price; - That the projected volatility curve from an annualized analysis for each valuation period would be based on the historical volatility of the Company and the term remaining for each note. The projected volatility was from 265% to 407% during the year ended May 31, 2017; - That the Company would redeem the notes expiring on September 18, 2017 (with a 130% penalty), projected initially at 50% of the time and increasing monthly by 5.0% to a maximum of 75.0% (from alternative financing being available for a redemption event to occur); - That the holder would automatically convert the notes at the maximum of 2 times the conversion price or the stock price if the common stock underlying the 2016 Convertible Notes was eligible for sale in compliance with securities laws (assumed at September 18, 2016) and the Company was not in default; and - That unless an Event of Default occurred, the holder would sell, per trading day, an amount of Common Stock up to the greater of (i) $5,000 or (ii) 25% multiplied by the “Aggregate Amount,” as defined in the 2016 Convertible Notes. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company applies revenue recognition provisions pursuant to ASC No. 605, Revenue Recognition, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. The guidance outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings or 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 are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2018 and 2017, the Company excluded from the calculation of fully diluted shares outstanding a total of 9,929,058 (4,407,118 issuable upon the conversion of notes payable; 4,700,998 upon the exercise of warrants and 611,071 in stock payable) and 1,180,350 shares, respectively, issuable upon the conversion of notes payable because the result would have been anti-dilutive. 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 year ended May 31, 2018 and 2017. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
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 and its legal counsel assess 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 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 In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
NOTE 4 - PREPAID EXPENSES (Tabl
NOTE 4 - PREPAID EXPENSES (Tables) | 12 Months Ended |
May 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses consisted of the following at May 31, 2018 and 2017: May 31, May 31, 2018 2017 Prepaid legal fees $ 1,410 $ 1,410 Total $ 1,410 $ 1,410 |
Note 6 - PROPERTY, PLANT AND 25
Note 6 - PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2018 and 2017. May 31, May 31, 2018 2017 Computer equipment $ 2,674 $ 2,674 Property and equipment, gross 2,674 2,674 Less: accumulated depreciation (2,674 ) (1,784 ) Property and equipment, net $ - $ 890 |
NOTE 9 - ACCOUNTS PAYABLE AND26
NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at May 31, 2018 and May 31, 2017. May 31, May 31, 2018 2017 Trade payables $ 726,457 $ 497,213 Accrued payroll and related liabilities 44,465 34,987 Deferred rent liability 55,699 49,565 Total accounts payable and accrued liabilities $ 826,621 $ 581,765 |
NOTE 10 - RELATED PARTY TRANS27
NOTE 10 - RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Debt Conversions [Table Text Block] | Accrued Principal Interest # Shares Jeffrey Binder $ 464,698 $ 43,058 (1,624,819 ) Frank Koretsky - 46,626 (149,203 ) Newcan Investment Partners LLC 956,658 98,098 (3,375,220 ) CLS CO 2016 LLC - 9,308 (29,786 ) Total $ 1,421,356 $ 197,090 (5,179,028 ) Accrued Principal Interest # Shares Jeffrey Binder $ 442,750 $ 19,427 (1,848,708 ) Frank Koretsky 1,485,000 130,069 (6,460,276 ) Newcan Investment Partners LLC 460,000 7,747 (1,870,988 ) CLS CO 2016 LLC 150,000 9,247 (636,988 ) Total $ 2,537,750 $ 166,490 (10,816,960 ) |
NOTE 11 - NOTES PAYABLE (Tables
NOTE 11 - NOTES PAYABLE (Tables) | 12 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following tables summarize the Company’s loan balances at May 31, 2018 and 2017: Convertible Notes Payable Related Parties: May 31, 2018 May 31, 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, 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 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount in the amount of $35,023 related to the revaluation of the beneficial conversion feature of the Binder Funding Notes was charged to additional paid-in capital and amortized to interest expense. During the twelve months ended May 31, 2018, Mr. Binder advanced a total of $440,579 to the Company under the Binder Funding Notes. During the year ended May 31, 2018, principal in the amount of $280,198 and accrued interest in the amount of $5,188 was transferred out of the Binder Funding Notes and used to fund four new convertible notes payable to Mr. Binder (See Binder Convertible Notes 5, 6, 7 and 8 below). Also during the year ended May 31, 2018 the Company made principal payments in the aggregate of $237,794 under the Binder Funding Notes. During the year ended May 31, 2018, the Company accrued interest in the amount of $7,364 on the Binder Funding Notes. During the year ended May 31, 2018, discounts in the amount of $385,637 related to the beneficial conversion feature of the Binder Funding Notes was charged to additional paid-in capital and amortized to interest expense. $ 137 $ 77,550 May 31, 2018 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 note 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 3; 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 whereby principal and accrued interest is convertible into common stock of the Company at a rate of $0.25 per share. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount in the amount of $6,120 related to the revaluation of the beneficial conversion feature of the Newcan Funding Notes was charged to additional paid-in capital and amortized to interest expense. During the twelve months ended May 31, 2018, Newcan advanced a total of $290,000 to the Company under the Newcan Funding Notes. During the year ended May 31, 2018, principal in the amount of $836,658 and accrued interest in the amount of $25,018 was transferred out of the Newcan Funding Notes and used to fund four new convertible notes payable to Newcan (See Newcan Convertible Notes 4, 5, 6 and 7 below). During the year ended May 31, 2018, the Company accrued interest in the amount of $16,681 on the Newcan Funding Notes. During the year ended May 31, 2018, discounts in the amount of $210,120 related to the beneficial conversion feature of the Newcan Funding Notes was charged to additional paid-in capital and amortized to interest expense. 75,000 621,658 Total – Demand Convertible Notes Payable, Related Parties $ 75,137 $ 699,208 Current portion $ 75,137 $ 699,208 Long term portion $ - $ - |
Convertible Debt [Table Text Block] | Convertible Notes Payable: May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated April 8, 2016 and due April 1, 2019 (the “Binder Convertible Note 2. This note bears interest at the rate of 6% per annum through February 29, 2017 and 10% per annum thereafter. No payments are required until April 1, 2017, at which time all accrued interest becomes due and payable. Commencing on July 1, 2017, the first of eight principal payments in the amount of $5,313 will be due; subsequent principal payments will 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 $1.07 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 $1.07 per share. The Company recognized a discount of $37,840 on the value of the beneficial conversion feature at the time of issuance. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, (i) the conversion rate of the Binder Convertible Note 2 was changed to $0.25 per share, and principal and accrued interest in the amounts of $42,500 and $3,583, respectively, were converted into a total of 184,332 shares of common stock; and (ii) the requirement to issue warrants upon conversion was deleted. During the twelve months ended May 31, 2017, the remaining discount on the Binder Convertible Note 2 in the amount of $35,260 was charged to operations, and the Company accrued interest in the amount of $4,287. Unsecured convertible note issued to Jeffrey Binder, an officer and director of the Company, dated July 20, 2016 and due July 1, 2019 (the “Binder Convertible Note 3”). This note bears interest at the rate of 10% per annum. No payments are required until July 1, 2017, at which time all accrued interest becomes due and payable. Commencing on October 1, 2017, the first of eight principal payments in the amount of $32,844 will become due; subsequent principal payments will become due on the first day of each, January, April, July and October 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 $1.07 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 $1.07 per share. Pursuant to the Omnibus Loan Agreement, on May 31, 2017, (i) the conversion rate of the Binder Convertible Note 3 was changed to $0.25 per share, and principal and accrued interest in the amounts of $262,750 and $11,972, respectively, were converted into a total of 1,098,888 shares of common stock; and (ii) the requirement to issue warrants upon conversion was deleted. During the twelve months ended May 31, 2017, the Company accrued interest in the amount of $22,742 on the Binder Convertible Note 3. 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount was recorded in the amount of $29,376 related to the revaluation of the beneficial conversion feature of the Binder Convertible Note 4; this discount was amortized to interest expense during the year ended May 31, 2018 . During the twelve months ended May 31, 2018 and 2017, interest in the amount of $5,622 and $2,666 was accrued on Binder Convertible Note 4, respectively. During the year ended May 31, 2018, the Binder Convertible Note 4 in the amount of $81,000, of which $72,000 was principal and $9,000 was accrued interest, was converted into 259,200 shares of common stock. $ - $ 72,000 May 31, 2018 May 31, 2017 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share and a discount was recorded in the amount of $48,960 related to the revaluation of the beneficial conversion feature of the Newcan Convertible Note 1; this discount was amortized during the year ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $9,370 and $2,005 was accrued on Newcan Convertible Note 1, respectively. During the year ended May 31, 2018, the Newcan Convertible Note 1 in the amount of $133,496, of which $120,000 was principal and $13,496 was accrued interest, was converted into 427,187 shares of common stock. - 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; this discount was amortized during the twelve months ended May 31, 2018. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $41,859 was charged to interest expense. A new discount was recorded in the amount of $46,940 related to the value of the repriced conversion feature of Binder Convertible Note 5; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $6,336 and $0 was accrued on Binder Convertible Note 5, respectively, and 2,246 of accrued interest was transferred from the Binder Funding Notes. During the year ended May 31, 2018, the Binder Convertible Note 5 in the amount of $123,632, of which $115,050 was principal and $8,582 was accrued interest, was converted into 395,622 shares of common stock. - - May 31, 2018 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; this discount was amortized during the twelve months ended May 31, 2018. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $26,475 was charged to interest expense. A new discount was recorded in the amount of $29,689 related to the value of the repriced conversion feature of Binder Convertible Note 6; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $4,007 and $0 was accrued on Binder Convertible Note 6, respectively, and 1,384 of accrued interest was transferred from the Binder Funding Notes. During the year ended May 31, 2018, the Binder Convertible Note 6 in the amount of $78,158, of which $72,767 was principal and $5,391 was accrued interest, was converted into 250,160 shares of common stock. - - 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $226,181 was charged to interest expense. A new discount was recorded in the amount of $253,636 related to the value of the repriced conversion feature of Newcan Convertible Note 4; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $34,234 and $0 was accrued on Newcan Convertible Note 4, respectively, and $23,198 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 4 in the amount of $679,090, of which $621,658 was principal and $57,432 was accrued interest, was converted into 2,173,088 shares of common stock. - - May 31, 2018 May 31, 2017 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. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $25,468 was charged to interest expense. A new discount was recorded in the amount of $28,560 related to the value of the repriced conversion feature of Newcan Convertible Note 5; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $3,855 and $0 was accrued on Newcan Convertible Note 5, respectively, and $148 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 5 in the amount of $74,003, of which $70,000 was principal and $4,003 was accrued interest, was converted into 236,810 shares of common stock. - - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated October 9, 2017 in the original amount of $30,000 (the “Newcan Convertible Note 6”). The Newcan Convertible Note 6 was funded with the conversion of $30,000 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 January 2, 2019, at which time all accrued interest becomes due and payable. Commencing on April 1, 2019, the first of eight principal payments in the amount of $3,750 will become due; subsequent principal payments will become due on the first day of each July, October, January and April 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 $15,808 on the Newcan Convertible Note 6 related to the value of the beneficial conversion feature at the time of issuance. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $11,430 was charged to interest expense. A new discount was recorded in the amount of $12,240 related to the value of the repriced conversion feature of Newcan Convertible Note 6; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of 1,266 and $0 was accrued on Newcan Convertible Note 6, respectively. During the year ended May 31, 2018, the Newcan Convertible Note 6 in the amount of $31,414, of which $30,000 was principal and $1,414 was accrued interest, was converted into 100,525 shares of common stock. - - May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffery Binder, an officer and director of the Company, dated October 9, 2017 in the original principal amount of $39,521 (the “Binder Convertible Note 7”). The Binder Convertible Note 7 was funded with the conversion of $12,500 of unpaid accrued salary due to Mr. Binder and $27,021 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 January 2, 2019, at which time all accrued interest becomes due and payable. Commencing April 1, 2019, the first of eight principal payments in the amount of $4,940 will become due, subsequent payments will become due on the first day of each July, October, January and April 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 $12,000 on the Binder Convertible Note 7 related to the value of the beneficial conversion feature at the time of issuance. Effective December 1, 2017, pursuant to the Second Omnibus Loan Amendment, the conversion price was increased from $0.25 per share to $0.3125 per share, and the discount balance in the amount of $15,058 was charged to interest expense. A new discount was recorded in the amount of $16,125 related to the value of the repriced conversion feature of Binder Convertible Note 7; this discount was amortized to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $1,667 and $0 was accrued on Binder Convertible Note 7, respectively. During the year ended May 31, 2018, the Binder Convertible Note 7 in the amount of $41,310, of which $39,521 was principal and $1,789 was accrued interest, was converted into 132,192 shares of common stock. - - Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated, January 5, 2018 in the original amount of $115,000 (the “Newcan Convertible Note 7”). The Newcan Convertible Note 7 was funded with the conversion of $115,000 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 April 1, 2019, at which time all of the accrued interest becomes due and payable. Commencing on July 1, 2019, the first of eight principal payments in the amount of $14,375 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 share of common stock for each $0.3125 converted. The Company recognized a discount of $115,000 on the Newcan Convertible Note 7 related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2018, the Company amortized this discount to interest expense. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $2,079 and $0 was accrued on Newcan Convertible Note 7, respectively, and $1,014 of accrued interest was transferred from the Newcan Funding Notes. During the year ended May 31, 2018, the Newcan Convertible Note 7 in the amount of $118,093, of which $115,000 was principal and $3,093 was accrued interest, was converted into 377,898 shares of common stock. - - May 31, 2018 May 31, 2017 Unsecured convertible note issued to Jeffery Binder, an officer and director of the Company, dated January 5, 2018 in the original principal amount of $165,360 (the “Binder Convertible Note 8”). The Binder Convertible Note 8 was funded with the conversion of $37,500 of unpaid accrued salary due to Mr. Binder and $127,860 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, 2019, at which time all accrued interest becomes due and payable. Commencing July 1, 2019, the first of eight principal payments in the amount of $20,670 will become due; subsequent 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 share of common stock for each $0.3125 converted. The Company recognized a discount of $165,360 on the Binder Convertible Note 8 related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2018, the Company amortized this discount to interest expense. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $2,990 and $0 was accrued on Binder Convertible Note 8, respectively, and $1,437 of accrued interest was transferred from the Binder Funding Notes. During the year ended May 31, 2018, the Binder Convertible Note 8 in the amount of $168,787, of which $165,360 was principal and $4,427 was accrued interest, was converted into 543,318 shares of common stock. - - Convertible promissory note payable to David Lamadrid (the “Lamadrid Note”) dated February 20, 2018 in the principal amount of $31,250 and bearing interest at a rate of 8% per annum. The Lamadrid Note is due eighteen months from the date of issue. Mr. Lamadrid may, at his option, convert all or a portion of the Lamadrid Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.3125 per share. The Lamadrid Note also contains a reset feature, whereby, absent certain exceptions, if the Company issues equity securities at an effective price less than $0.3125 per share of common stock, the conversion price of the Lamadrid Note will be reset to such lower price. The Company recognized a discount of $31,250 on the Lamadrid Note related to the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2018, $942 of this discount was charged to operations. During the twelve months ended May 31, 2018, the Company accrued interest in the amount of $685 on this note. 31,250 - Unsecured convertible note issued to Jeffery Binder, an officer and director of the Company, dated April 6, 2018 in the original principal amount of $37,500 (the “Binder Convertible Note 9”). The Binder Convertible Note 9 was funded with the conversion of $37,500 of unpaid accrued salary due to Mr. Binder. This note bears interest at the rate of 10% per annum. No interest payments are required until July 1, 2019, at which time all accrued interest becomes due and payable. Commencing October 1, 2019, the first of eight principal payments in the amount of $4,688 will become due; subsequent payments will become due on the first day of each January, April, July and October 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 $0.3125 converted. The Company recognized a discount of $37,500 on the Binder Convertible Note 9 related to the value of the beneficial conversion feature at the time of issuance. During the twelve months ended May 31, 2018, the Company amortized $1,890 of this discount to interest expense. During the twelve months ended May 31, 2018 and 2017, interest in the amount of $565 and $0 was accrued on Binder Convertible Note 9, respectively. 37,500 - Total – Convertible Notes Payable, Related Parties $ 68,750 $ 192,000 Less: Discount (65,918 ) - Convertible Notes Payable, Related Parties, Net of Discounts $ 2,832 $ 192,000 Convertible Notes Payable, Related Parties, Net of Discounts, Current Portion $ 2,832 $ - Convertible Notes Payable, Related Parties, Net of Discounts, Long-term Portion - 192,000 May 31, 2018 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 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. On September 20, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the April 2015 Note 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. The Company recognized a loss on this exchange in the amount of $404,082, which was charged to operations during the twelve months ended May 31, 2018. The Company also expensed the remaining discount in the amount of $18,155 to interest expense during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018, the Company accrued interest in the amount of $4,603 on the April 2015 Note. $ - $ 100,000 May 31, 2018 May 31, 2017 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. 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. On September 23, 2017, but effective on September 15, 2017, the 8% note was further orally amended, and the outstanding balance was increased by $96,862. The Company recognized the modification of this note as an extinguishment of debt and recognized a gain on the extinguishment of $144,851. The Company also recognized a discount on the modified note of $300,435, which was fully charged to operations during the three months ended November 30, 2017. On September 25, 2017, but effective September 15, 2017, the Company entered into an Exchange Agreement, whereby it agreed to exchange the 8% Note for 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 $322,612. The Company recognized a loss on this exchange in the amount of $1,113,883, which was charged to operations during the twelve months ended May 31, 2018. During the twelve months ended May 31, 2018, the Company accrued interest in the amount of $5,587, on the 8% Note, and $30,411 of the discount was amortized to interest expense during the twelve months ended May 31, 2018. - 210,000 May 31, 2018 May 31, 2017 Senior Convertible promissory note payable to FirstFire Global Opportunities Fund, LLC (the “FirstFire Note”) dated November 15, 2017 and bearing interest at a rate of 5% per annum. The lender loaned the Company $330,000 and the FirstFire Note has an original issue discount of $33,000. The FirstFire Note is due seven months from the date of issue. FirstFire may, at its option, convert all or a portion of the FirstFire Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share (the “FirstFire Fixed Conversion Price”) for the first 180 calendar days after the issue date. |
Schedule of Amortization of Debt Discount [Table Text Block] | Discounts on notes payable amortized to interest expense $ 2,534,104 $ 2,274,519 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The value of these conversion features is calculated using the Black-Scholes valuation model. The following table illustrates certain key information regarding the conversion option valuation assumptions under the Black-Scholes valuation model at May 31, 2018 and 2017: May 31, 2018 2017 Volatility 97.4% to 534.5 % 64% to 138 % Dividends - - Risk-free interest rates 1.93% to 2.62 % 0.86% to 1.19 % Term (years) 0.4997 to 3.1622 1.25 to 3 |
NOTE 12 - STOCKHOLDERS_ EQUITY
NOTE 12 - STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
May 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at May 31, 2018. These warrants were granted as part of financing agreements. This table includes the 205,238 Unit Warrants: Weighted Weighted Weighted average average average Range of Number of remaining exercise exercise exercise warrants contractual price of Number of price of Prices Outstanding life (years) outstanding Warrants warrants Exercisable exercisable Warrants $ 0.75 2,825,988 3.33 $ 0.75 2,825,988 $ 0.75 0.60 1,875,000 4.96 0.60 1,875,000 0.60 4,700,988 3.98 0.69 4,700,988 0.69 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows: Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2017 - $ - Granted 4,700,988 $ 0.69 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2018 4,700,988 $ 0.69 |
NOTE 13 - INCOME TAXES (Tables)
NOTE 13 - INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: May 31, May 31, 2018 2017 Federal and state statutory rate 34 % 34 % Net operating loss carry forwards 2,790,481 1,386,438 Valuation allowance for deferred tax assets (2,790,481 ) (1,386,438 ) Net deferred tax assets - - |
NOTE 15 - FAIR VALUE OF FINAN31
NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 31, 2018 | |
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 May 31, 2018 and 2017. May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,265,751 $ 1,265,751 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, 2016 $ 418,537 Issuances 600,564 Convert or Redeem (612,850 ) Revaluation gain (310,975 ) Balance as of May 31, 2017 $ 95,276 Issuances 3,671,505 Convert or Redeem (2,696,755 ) Revaluation loss 195,725 Balance as of May 31, 2018 $ 1,265,751 |
NOTE 1 - BUSINESS ORGANIZATIO32
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) | Feb. 28, 2018USD ($) | Feb. 05, 2018USD ($) | Dec. 04, 2017USD ($) | Apr. 29, 2015shares | Dec. 10, 2014shares | Nov. 12, 2014shares |
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.625 | |||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | 10.00% | ||||
Reverse Merger with CLS Labs [Member] | ||||||
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 15,000,000 | |||||
Oasis Acquisition [Member] | ||||||
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Number of Subsidiaries | 3 | |||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | |||||
Debt Instrument, Face Amount | $ 4,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,000,000 | |||||
Deposit [Member] | Oasis Acquisition [Member] | ||||||
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 250,000 | |||||
Additional Payments [Member] | Oasis Acquisition [Member] | ||||||
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | $ 1,800,000 | ||||
CLS Labs, Inc. [Member] | Shares of CLS Holdings USA, Inc. [Member] | ||||||
NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 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 ($) | May 31, 2018 | May 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (18,569,094) | $ (8,991,610) |
NOTE 3 - SUMMARY OF SIGNIFICA34
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |||
May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Nov. 30, 2016$ / shares | May 31, 2016USD ($) | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ | $ 52,964 | $ 78,310 | $ 88,244 | |
Advertising Expense | $ | 0 | 0 | ||
Research and Development Expense | $ | $ 0 | $ 0 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||
Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Share Price | 0.1250 | $ 0.0409 | ||
Debt Instrument, Convertible, Terms of Conversion Feature | conversion prices of the various convertible notes would be equal to the lesser of (i) $1.07, $0.80, or $0.40 (reset to $0.03125) , as the case may be, or (ii) 75% of the lowest VWAP in the 15-20 consecutive trading days ending on the trading day that is immediately prior to the application conversion date | |||
Potential Shares | shares | 4,500,000 | |||
Minimum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Share Price | $ 0.1250 | |||
Debt Instrument, Convertible, Conversion Price | 0.3125 | 0.80 | ||
Maximum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Share Price | 0.6865 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.40 | $ 1.07 | ||
Convertible Debt Securities [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 9,929,058 | 1,180,350 | ||
Upon Conversion of Notes Payable [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 4,407,118 | |||
Upon Exercise of Warrants [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 4,700,998 | |||
Stock Payable [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 611,071 | |||
Measurement Input, Default Rate [Member] | Maximum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.25 | 0.10 | ||
Measurement Input, Price Volatility [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.95 | |||
Measurement Input, Price Volatility [Member] | Minimum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.974 | 2.65 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 5.345 | 4.07 | ||
Measurement Input, Prepayment Rate [Member] | Embedded Derivative Financial Instruments [Member] | ||||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 1.30 |
NOTE 4 - PREPAID EXPENSES (Deta
NOTE 4 - PREPAID EXPENSES (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | May 31, 2018 | May 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Abstract] | ||
Prepaid legal fees | $ 1,410 | $ 1,410 |
Total | $ 1,410 | $ 1,410 |
NOTE 5 - SECURITY DEPOSIT (Deta
NOTE 5 - SECURITY DEPOSIT (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
NOTE 5 - SECURITY DEPOSIT (Details) [Line Items] | ||
Security Deposit | $ 0 | $ 50,000 |
Loss Contingency Accrual, Provision | 10,000 | |
Increase (Decrease) in Security Deposits | (50,000) | |
Deposit [Member] | ||
NOTE 5 - SECURITY DEPOSIT (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | 50,000 | |
Rent Expense [Member] | ||
NOTE 5 - SECURITY DEPOSIT (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | 15,699 | |
Remaining Amounts Due Under Lease [Member] | ||
NOTE 5 - SECURITY DEPOSIT (Details) [Line Items] | ||
Loss Contingency Accrual, Provision | $ 30,000 |
Note 6 - PROPERTY, PLANT AND 37
Note 6 - PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 890 | $ 892 |
Note 6 - PROPERTY, PLANT AND 38
Note 6 - PROPERTY, PLANT AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | May 31, 2018 | May 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,674 | $ 2,674 |
Less: accumulated depreciation | (2,674) | (1,784) |
Property and equipment, net | 0 | 890 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,674 | $ 2,674 |
Note 7 - INVESTMENT IN OASIS 39
Note 7 - INVESTMENT IN OASIS LLCS (Details) | Jul. 03, 2018USD ($) | Jun. 27, 2018USD ($) | Feb. 28, 2018USD ($) | Feb. 05, 2018USD ($) | Dec. 04, 2017USD ($) | May 31, 2018USD ($) | Nov. 30, 2017USD ($) | May 31, 2017USD ($) |
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | 10.00% | ||||||
Investments | $ 2,050,000 | $ 2,050,000 | $ 0 | |||||
Oasis Acquisition [Member] | ||||||||
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Number of Subsidiaries | 3 | |||||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | |||||||
Debt Instrument, Face Amount | $ 4,000,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Number of Subsidiaries | 3 | |||||||
Subsequent Event [Member] | Oasis Acquisition [Member] | ||||||||
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | $ 6,200,000 | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | |||||||
Debt Instrument, Face Amount | $ 4,000,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,000,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Description | The number of shares shall equal $6,000,000 divided by the lower of $1.00 or the conversion price to receive one share of the Company’s common stock in its next equity offering that it commences in 2018 that exceeds $6 million, multiplied by 80% | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 1,000,000 | |||||||
Average Revenue, Maintained | $ 20,000 | |||||||
Deposit [Member] | Oasis Acquisition [Member] | ||||||||
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | |||||||
Additional Payments [Member] | Oasis Acquisition [Member] | ||||||||
Note 7 - INVESTMENT IN OASIS LLCS (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | $ 1,800,000 |
NOTE 8 - NOTE RECEIVABLE (Detai
NOTE 8 - NOTE RECEIVABLE (Details) - Notes Receivable [Member] - Affiliated Entity [Member] - USD ($) | 12 Months Ended | ||
May 31, 2018 | May 31, 2015 | May 31, 2017 | |
NOTE 8 - NOTE RECEIVABLE (Details) [Line Items] | |||
Financing Receivable, Gross | $ 500,000 | ||
Loans and Leases Receivable, Description | Pursuant to the Note, as amended by the parties effective June 30, 2015, October 31, 2015, April 11, 2016, and May 31, 2016, PRH will repay the principal due under the Note in twenty (20) equal quarterly installments of Twenty Five Thousand Dollars ($25,000) commencing in the month following the month in which PRH commences generating revenue at the grow facility, which commencement was originally anticipated to occur in the first quarter of 2017, and continuing until paid in full.  The Company is currently unable to estimate when it will commence generating revenues at the grow facility. Interest will accrue on the unpaid principal balance of the Note at the rate of twelve percent (12%) per annum and will be paid quarterly in arrears commencing after such initial payment and continuing until paid in full.  All outstanding principal and any accumulated unpaid interest due under the Note is due and payable on the five-year anniversary of the initial payment thereunder. | ||
Note Receivable, Interest Rate, Stated Percentage | 12.00% | ||
Asset Impairment Charges | $ 500,000 | ||
Financing Receivable, Net | $ 0 | $ 0 | |
Allowance for Doubtful Accounts Receivable, Current | 450,000 | $ 500,000 | |
Proceeds from Collection of Notes Receivable | $ 50,000 |
NOTE 9 - ACCOUNTS PAYABLE AND41
NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | May 31, 2018 | May 31, 2017 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 726,457 | $ 497,213 |
Accrued payroll and related liabilities | 44,465 | 34,987 |
Deferred rent liability | 55,699 | 49,565 |
Total accounts payable and accrued liabilities | $ 826,621 | $ 581,765 |
NOTE 10 - RELATED PARTY TRANS42
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Jul. 31, 2016 | May 31, 2018 | May 31, 2017 | Nov. 30, 2017 | |
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Employee-related Liabilities, Current | $ 44,465 | $ 34,987 | |||
Debt Conversion, Original Debt, Amount | 150,000 | 362,500 | |||
Due to Related Parties, Current | 17,930 | 17,930 | |||
Imputed Interest, Debt | 1,076 | 1,075 | |||
Notes Payable, Related Parties | 75,137 | 699,208 | |||
Chief Executive Officer [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Employee-related Liabilities, Current | 37,500 | 37,500 | |||
President [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Employee-related Liabilities, Current | 29,167 | 0 | |||
Chief Operating Officer [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Employee-related Liabilities, Current | 37,500 | 0 | $ 37,500 | ||
Former Officer [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Employee-related Liabilities, Current | 16,250 | 16,250 | |||
Officers and Directors [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Due to Related Parties, Current | $ 17,930 | $ 17,930 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Officers and Directors [Member] | Principal [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Notes Payable, Related Parties | $ 143,887 | ||||
Officers and Directors [Member] | Accrued Interest [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Notes Payable, Related Parties | 5,142 | ||||
Accrued Salary Converted to Convertible Note [Member] | Chief Executive Officer and Director [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||
Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 112,500 | $ 250,000 |
NOTE 10 - RELATED PARTY TRANS43
NOTE 10 - RELATED PARTY TRANSACTIONS (Details) - Schedule of Debt Conversions - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 150,000 | $ 362,500 | |
Shares issued for conversion of debt (in Shares) | (10,816,960) | (132,192) | (10,816,960) |
Related Party Debt [Member] | |||
Debt Conversion [Line Items] | |||
Shares issued for conversion of debt (in Shares) | (5,179,028) | (10,816,960) | |
Related Party Debt [Member] | Chief Executive Officer [Member] | |||
Debt Conversion [Line Items] | |||
Shares issued for conversion of debt (in Shares) | (1,624,819) | (1,848,708) | |
Related Party Debt [Member] | Director [Member] | |||
Debt Conversion [Line Items] | |||
Shares issued for conversion of debt (in Shares) | (149,203) | (6,460,276) | |
Principal [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 2,537,750 | $ 2,537,750 | |
Principal [Member] | Related Party Debt [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 1,421,356 | 2,537,750 | |
Principal [Member] | Related Party Debt [Member] | Chief Executive Officer [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | 464,698 | 442,750 | |
Principal [Member] | Related Party Debt [Member] | Director [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | 0 | 1,485,000 | |
Accrued Interest [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 166,490 | 166,490 | |
Accrued Interest [Member] | Related Party Debt [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | 197,090 | 166,490 | |
Accrued Interest [Member] | Related Party Debt [Member] | Chief Executive Officer [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | 43,058 | 19,427 | |
Accrued Interest [Member] | Related Party Debt [Member] | Director [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 46,626 | $ 130,069 | |
Newcan Investment Partners, LLC [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Shares issued for conversion of debt (in Shares) | (3,375,220) | (1,870,988) | |
Newcan Investment Partners, LLC [Member] | Principal [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 956,658 | $ 460,000 | |
Newcan Investment Partners, LLC [Member] | Accrued Interest [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 98,098 | $ 7,747 | |
CLS Co 2016 LLC [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Shares issued for conversion of debt (in Shares) | (29,786) | (636,988) | |
CLS Co 2016 LLC [Member] | Principal [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 0 | $ 150,000 | |
CLS Co 2016 LLC [Member] | Accrued Interest [Member] | Related Party Debt [Member] | Affiliated Entity [Member] | |||
Debt Conversion [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 9,308 | $ 9,247 |
NOTE 11 - NOTES PAYABLE (Detail
NOTE 11 - NOTES PAYABLE (Details) - USD ($) | Mar. 12, 2018 | Feb. 07, 2018 | Nov. 15, 2017 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Jan. 10, 2018 |
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Repayments of Notes Payable | $ 100,000 | $ 0 | |||||
Debt Conversion, Original Debt, Amount | $ 150,000 | $ 362,500 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 10,816,960 | 132,192 | 10,816,960 | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | |||||
Stock Issued During Period, Shares, Other (in Shares) | 250,000 | 7,609,910 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.125 | $ 0.125 | |||||
Other Nonoperating Gains (Losses) | $ 0 | $ (951,239) | |||||
Note Payable to Todd Blatt [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 210,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Interest Expense, Debt | $ 3,901 | ||||||
Notes Payable | 210,000 | ||||||
Note Payable to AJG Group [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Interest Expense, Debt | $ 2,696 | ||||||
Notes Payable | $ 100,000 | ||||||
Repayments of Notes Payable | $ 100,000 | ||||||
Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,179,028 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.10 | ||||||
Second Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.3125 | ||||||
Insiders [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,179,028 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,618,446 | ||||||
Principal [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 2,537,750 | 2,537,750 | |||||
Principal [Member] | Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 1,421,356 | ||||||
Principal [Member] | Insiders [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 1,421,356 | ||||||
Accrued Interest [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 166,490 | $ 166,490 | |||||
Accrued Interest [Member] | Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 197,090 | ||||||
Accrued Interest [Member] | Insiders [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 197,090 | ||||||
Minimum [Member] | Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | 0.75 | ||||||
Maximum [Member] | Omnibus Loan Agreement [Member] | |||||||
NOTE 11 - NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1.07 |
NOTE 11 - NOTES PAYABLE (Deta45
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) | May 31, 2018 | May 31, 2017 |
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Note payable | $ 75,137 | $ 699,208 |
Current portion | 75,137 | 699,208 |
Long term portion | 0 | 0 |
Newcan Funding Notes [Member] | Director [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Note payable | 75,000 | 621,658 |
Binder Funding Notes [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Note payable | 137 | 77,550 |
Koretsky Funding Notes [Member] | Director [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Note payable | $ 0 | $ 0 |
NOTE 11 - NOTES PAYABLE (Deta46
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2017 | May 31, 2018 | May 31, 2017 | |
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Loans | $ 0 | $ 1,447,550 | |
Transferred | 150,000 | $ 362,500 | |
Beneficial conversion feature | 1,758,741 | ||
(in Dollars per share) | $ 0.25 | $ 0.25 | |
Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Loans | $ 290,000 | $ 791,658 | |
Interest Rate | 10.00% | ||
Accrued interest | $ 13,434 | $ 16,681 | 13,434 |
Beneficial conversion feature | $ 210,120 | $ 6,120 | |
(in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 |
Binder Funding Notes [Member] | Chief Executive Officer [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Loans | $ 440,579 | $ 145,850 | |
Interest Rate | 10.00% | 10.00% | 10.00% |
Accrued interest | $ 1,910 | $ 7,364 | $ 1,910 |
Beneficial conversion feature | 385,637 | 35,023 | |
Principal payments | $ 237,794 | $ 61,000 | |
(in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 |
Binder Funding Notes [Member] | November 30, 2016 [Member] | Chief Executive Officer [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest Rate | 6.00% | ||
Binder Funding Notes [Member] | Accrued Interest [Member] | Chief Executive Officer [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 5,188 | $ 813 | |
Binder Funding Notes [Member] | Principal [Member] | Chief Executive Officer [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 280,198 | 59,750 | |
Binder Funding Notes [Member] | Additional Loan [Member] | Chief Executive Officer [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Loans | 49,700 | ||
Koretsky Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Loans | $ 550,000 | ||
Interest Rate | 10.00% | 10.00% | 10.00% |
Koretsky Funding Notes [Member] | November 30, 2016 [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest Rate | 6.00% | ||
Koretsky Funding Notes [Member] | Accrued Interest [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 1,346 | ||
Koretsky Funding Notes [Member] | Principal [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 210,000 | ||
Koretsky Funding Notes [Member] | Interest Transferred to Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 4,046 | ||
Koretsky Funding Notes [Member] | Principal Transferred to Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 410,000 | ||
Newcan Convertible Note 6 [Member] | Newcan Funding Notes [Member] | Principal [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 836,658 | 460,000 | |
Accrued Interest [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 166,490 | 166,490 | |
Accrued Interest [Member] | Newcan Funding Notes [Member] | Accrued Interest [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 25,018 | 7,747 | |
Principal Transferred to Newcan Funding Notes [Member] | Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 410,000 | ||
Interest Transferred to Newcan Funding Notes [Member] | Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 4,046 | ||
Principal Transferred to Newcan Funding Note 3 [Member] | Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | 120,000 | ||
Interest Transferred to Newcan Funding Note 3 [Member] | Newcan Funding Notes [Member] | Director [Member] | |||
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Transferred | $ 2,121 |
NOTE 11 - NOTES PAYABLE (Deta47
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt - USD ($) | May 31, 2018 | May 31, 2017 |
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 1,380,000 | $ 310,000 |
Less: Discount | (1,295,527) | (57,644) |
Convertible Notes Payable, Net of Discounts | 84,473 | 252,356 |
Convertible Notes Payable, Net of Discounts, Current Portion | 43,401 | 252,356 |
Convertible Notes Payable, Net of Discounts, Long-term Portion | 41,072 | 0 |
Related Party Debt [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 68,750 | 192,000 |
Less: Discount | (65,918) | 0 |
Convertible Notes Payable, Net of Discounts | 2,832 | 192,000 |
Convertible Notes Payable, Net of Discounts, Current Portion | 2,832 | 0 |
Convertible Notes Payable, Net of Discounts, Long-term Portion | 0 | 192,000 |
Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 72,000 |
Convertible Debt [Member] | Newcan Convertible Note 1 [Member] | Affiliated Entity [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 120,000 |
Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Binder Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Affiliated Entity [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Affiliated Entity [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Newcan Convertible Note 5 [Member] | Affiliated Entity [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Lamadrid Note [Member] | President and Chief Financial Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 31,250 | 0 |
Convertible Debt [Member] | Binder Convertible Note 9 [Member] | Chief Executive Officer [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 37,500 | 0 |
Convertible Debt [Member] | April 2015 Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 100,000 |
Convertible Debt [Member] | Old Main 8% Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 210,000 |
Convertible Debt [Member] | Firstfire Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Darling Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 550,000 | 0 |
Convertible Debt [Member] | Efrat Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 55,000 | 0 |
Convertible Debt [Member] | YA II PN Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 750,000 | 0 |
Convertible Debt [Member] | Lasky Note [Member] | ||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 25,000 | $ 0 |
NOTE 11 - NOTES PAYABLE (Deta48
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - USD ($) | Apr. 06, 2018 | Jan. 05, 2018 | Oct. 09, 2017 | Sep. 25, 2017 | Sep. 20, 2017 | Aug. 23, 2017 | Jul. 13, 2017 | Jul. 20, 2016 | Mar. 31, 2016 | May 31, 2017 | Feb. 28, 2018 | May 31, 2018 | May 31, 2017 | May 09, 2018 | Feb. 26, 2018 | Feb. 16, 2018 | Feb. 09, 2018 | Mar. 31, 2017 |
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 150,000 | $ 362,500 | ||||||||||||||||
Converted, shares (in Shares) | 10,816,960 | 132,192 | 10,816,960 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.25 | ||||||||||||||||
Discount recognized | $ 1,758,741 | |||||||||||||||||
Discount | 2,534,103 | $ 2,274,519 | ||||||||||||||||
Exchange Agreement, Shares (in Shares) | 4,500,000 | 1,500,000 | ||||||||||||||||
Loss on extinguishment of debt | $ 3,480 | $ (989,032) | $ (989,032) | $ 0 | ||||||||||||||
Lamadrid Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Issue an Additional Warrant to Purchase Shares (in Shares) | 25,000 | |||||||||||||||||
Old Main 8% Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Firstfire Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Issue an Additional Warrant to Purchase Shares (in Shares) | 25,000 | |||||||||||||||||
Darling Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Issue an Additional Warrant to Purchase Shares (in Shares) | 400,000 | |||||||||||||||||
Efrat Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Issue an Additional Warrant to Purchase Shares (in Shares) | 40,000 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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 | 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 | ||||||||||||||||
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. | |||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Converted | $ 81,000 | |||||||||||||||||
Converted, shares (in Shares) | 259,200 | 350,000 | ||||||||||||||||
Accrued interest | $ 2,666 | $ 5,622 | $ 2,666 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.25 | ||||||||||||||||
Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Effective December 1, 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 29,376 | $ 37,840 | ||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 2 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | 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. | 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. | ||||||||||||||||
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 $1.07 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 $1.07 per share | ||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 2 [Member] | February 29, 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Convertible Debt [Member] | Advances, Binder Convertible Note #4 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 47,000 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 3 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted, shares (in Shares) | 1,098,888 | |||||||||||||||||
Accrued interest | $ 22,742 | $ 22,742 | ||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 1 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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. | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted | $ 133,496 | |||||||||||||||||
Converted, shares (in Shares) | 427,187 | |||||||||||||||||
Accrued interest | $ 2,005 | $ 9,370 | $ 2,005 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.25 | ||||||||||||||||
Dated | Mar. 31, 2017 | |||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 1 [Member] | Effective December 1, 2017 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | $ 0.3125 | ||||||||||||||||
Discount | $ 48,960 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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. | |||||||||||||||||
Conversion | 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. | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted | $ 123,632 | |||||||||||||||||
Converted, shares (in Shares) | 395,622 | |||||||||||||||||
Accrued interest | $ 0 | $ 6,336 | $ 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | |||||||||||||||||
Discount recognized | $ 46,020 | |||||||||||||||||
Dated | Aug. 23, 2017 | |||||||||||||||||
Discount | $ 46,940 | |||||||||||||||||
Amount | 115,050 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Effective December 1, 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Discount recognized | 41,859 | |||||||||||||||||
Discount | $ 41,859 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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. | 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. | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 | |||||||||||||||
Discount recognized | $ 29,107 | |||||||||||||||||
Dated | Aug. 23, 2017 | |||||||||||||||||
Amount | $ 72,767 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 6 [Member] | Three Months Ended November 31, 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Accrued interest | $ 0 | 4,007 | $ 0 | |||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 47,767 | |||||||||||||||||
Discount | $ 29,689 | $ 26,475 | ||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest 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 in the amount of $3,750 will become due; subsequent principal payments will become due on the first day of each July, October, January and April until paid in full. | No interest 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 in the amount of $3,750 will become due; subsequent principal payments will become due on the first day of each July, October, January and April until paid in full. | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted, shares (in Shares) | 100,525 | |||||||||||||||||
Accrued interest | $ 0 | $ 1,266 | $ 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 | |||||||||||||||
Discount recognized | $ 15,808 | |||||||||||||||||
Dated | Oct. 9, 2017 | |||||||||||||||||
Discount | $ 12,240 | $ 11,430 | ||||||||||||||||
Amount | $ 30,000 | |||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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. | 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. | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Converted | $ 23,198 | |||||||||||||||||
Converted, shares (in Shares) | 2,173,088 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 | |||||||||||||||
Discount recognized | $ 248,663 | |||||||||||||||||
Dated | Aug. 23, 2017 | Aug. 23, 2017 | ||||||||||||||||
Amount | $ 621,658 | $ 621,658 | ||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Three Months Ended November 31, 2017 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Accrued interest | $ 0 | $ 34,234 | 0 | |||||||||||||||
Discount | $ 253,636 | $ 226,181 | ||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 5 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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 | 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 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Converted, shares (in Shares) | 236,810 | |||||||||||||||||
Accrued interest | $ 0 | $ 3,855 | $ 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 | |||||||||||||||
Discount recognized | $ 28,000 | |||||||||||||||||
Dated | Aug. 23, 2017 | Aug. 23, 2017 | ||||||||||||||||
Discount | $ 28,560 | $ 25,468 | ||||||||||||||||
Amount | $ 70,000 | $ 70,000 | $ 70,000 | |||||||||||||||
Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest payments are required until January 2, 2019, at which time all accrued interest becomes due and payable. Commencing April 1, 2019, the first of eight principal payments in the amount of $4,940 will become due, subsequent payments will become due on the first day of each July, October, January and April until paid in full | No interest payments are required until January 2, 2019, at which time all accrued interest becomes due and payable. Commencing April 1, 2019, the first of eight principal payments in the amount of $4,940 will become due, subsequent payments will become due on the first day of each July, October, January and April until paid in full | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Accrued interest | $ 0 | $ 1,667 | $ 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.25 | $ 0.3125 | $ 0.25 | |||||||||||||||
Discount recognized | $ 12,000 | |||||||||||||||||
Dated | Oct. 9, 2017 | Oct. 9, 2017 | ||||||||||||||||
Discount | $ 16,125 | $ 15,058 | ||||||||||||||||
Amount | $ 39,521 | 39,521 | ||||||||||||||||
Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest payments are required until April 1, 2019, at which time all of the accrued interest becomes due and payable. Commencing on July 1, 2019, the first of eight principal payments in the amount of $14,375 will become due; subsequent principal payments will become due on the first day of each October, January, April and July until paid in full | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted, shares (in Shares) | 377,898 | |||||||||||||||||
Accrued interest | 0 | $ 2,079 | 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 115,000 | |||||||||||||||||
Dated | Jan. 5, 2018 | |||||||||||||||||
Amount | $ 115,000 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest payments are required until April 1, 2019, at which time all accrued interest becomes due and payable. Commencing July 1, 2019, the first of eight principal payments in the amount of $20,670 will become due; subsequent payments will become due on the first day of each October, January, April and July until paid in full | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted, shares (in Shares) | 543,318 | |||||||||||||||||
Accrued interest | 0 | $ 2,990 | 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 165,360 | |||||||||||||||||
Amount | $ 165,360 | |||||||||||||||||
Convertible Debt [Member] | Lamadrid Note [Member] | President and Chief Financial Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Accrued interest | $ 685 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 31,250 | |||||||||||||||||
Discount | 942 | |||||||||||||||||
Amount | $ 31,250 | |||||||||||||||||
Convertible Debt [Member] | Binder Convertible Note 9 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest payments are required until July 1, 2019, at which time all accrued interest becomes due and payable. Commencing October 1, 2019, the first of eight principal payments in the amount of $4,688 will become due; subsequent payments will become due on the first day of each January, April, July and October until paid in full | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Converted | $ 37,500 | |||||||||||||||||
Accrued interest | 0 | $ 565 | 0 | |||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 37,500 | |||||||||||||||||
Discount | 1,890 | |||||||||||||||||
Amount | $ 37,500 | |||||||||||||||||
Convertible Debt [Member] | April 2015 Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||
Accrued interest | 22,440 | $ 4,603 | 22,440 | |||||||||||||||
Discount | 18,155 | |||||||||||||||||
Amount | $ 200,000 | |||||||||||||||||
Note due | Apr. 29, 2018 | |||||||||||||||||
Exchange Agreement, Shares (in Shares) | 1,500,000 | |||||||||||||||||
Notes Previously Sold | $ 105,219 | |||||||||||||||||
Loss on extinguishment of debt | 404,082 | |||||||||||||||||
Repayment, Interest | 53,837 | |||||||||||||||||
Repayment, Principal | 100,000 | |||||||||||||||||
Convertible Debt [Member] | April 2015 Note [Member] | May 31, 2016 [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Discount | $ 66,667 | |||||||||||||||||
Convertible Debt [Member] | Old Main 8% Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Accrued interest | $ 17,207 | $ 5,587 | 17,207 | |||||||||||||||
Discount recognized | 300,435 | 169,476 | ||||||||||||||||
Discount | $ 30,411 | |||||||||||||||||
Note due | Jul. 15, 2017 | |||||||||||||||||
Exchange Agreement, Shares (in Shares) | 4,500,000 | |||||||||||||||||
Notes Previously Sold | $ 382,496 | |||||||||||||||||
Loss on extinguishment of debt | 1,113,883 | |||||||||||||||||
Balance increase | 15,750 | 96,862 | ||||||||||||||||
Gain on extinguishment of debt | 144,851 | $ 81,496 | ||||||||||||||||
Balance at time it was sold | $ 322,612 | |||||||||||||||||
Convertible Debt [Member] | Firstfire Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | Company agreed to make a $50,000 payment on or before May 14, 2018 and a $450,000 payment on or before May 31, 2018 to repay the FirstFire Note in full | |||||||||||||||||
Conversion | FirstFire may, at its option, convert all or a portion of the FirstFire Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share (the "FirstFire Fixed Conversion Price") for the first 180 calendar days after the issue date. After the 180th day, the conversion price shall equal the lower of (i) the FirstFire Fixed Conversion Price, or (ii) 75% multiplied by the lowest traded price of the common stock during twenty (20) consecutive trading day period immediately preceding the trading day that the Company received a notice of conversion. | |||||||||||||||||
Accrued interest | $ 9,000 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.40 | $ 0.3125 | $ 0.40 | |||||||||||||||
Discount recognized | $ 363,000 | |||||||||||||||||
Dated | Nov. 15, 2017 | |||||||||||||||||
Amount | $ 330,000 | |||||||||||||||||
Repayment, Principal | 500,000 | |||||||||||||||||
Original issue discount | $ 33,000 | |||||||||||||||||
Issue an Additional Warrant to Purchase Shares (in Shares) | 25,000 | |||||||||||||||||
Convertible Debt [Member] | Darling Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Accrued interest | $ 13,863 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 550,000 | |||||||||||||||||
Dated | Feb. 5, 2018 | |||||||||||||||||
Discount | $ 40,427 | |||||||||||||||||
Amount | 500,000 | |||||||||||||||||
Original issue discount | $ 50,000 | |||||||||||||||||
Convertible Debt [Member] | Efrat Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Accrued interest | $ 1,302 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.3125 | |||||||||||||||||
Discount recognized | $ 55,000 | |||||||||||||||||
Dated | Feb. 12, 2018 | |||||||||||||||||
Discount | $ 2,974 | |||||||||||||||||
Amount | 50,000 | |||||||||||||||||
Original issue discount | $ 5,000 | |||||||||||||||||
Convertible Debt [Member] | YA II PN Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Accrued interest | $ 2,795 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.40 | |||||||||||||||||
Discount recognized | $ 23,224 | |||||||||||||||||
Dated | May 14, 2018 | |||||||||||||||||
Discount | $ 750,000 | |||||||||||||||||
Amount | $ 750,000 | |||||||||||||||||
Note due | Nov. 14, 2019 | |||||||||||||||||
Convertible Debt [Member] | Lasky Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Payments | No interest payments are required until July 1, 2019, at which time all accrued interest becomes due and payable. Commencing October 1, 2019, the first of eight principal payments in the amount of $3,125 will become due; subsequent payments will become due on the first day of each January, April, July and October until paid in full. | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Accrued interest | $ 192 | |||||||||||||||||
Conversion rate (in Dollars per share) | $ 0.40 | |||||||||||||||||
Discount recognized | $ 149 | |||||||||||||||||
Dated | May 3, 2018 | |||||||||||||||||
Discount | $ 7,301 | |||||||||||||||||
Amount | 25,000 | |||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 37,500 | $ 37,500 | $ 39,521 | $ 62,500 | $ 250,000 | $ 112,500 | ||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 112,500 | |||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 37,500 | |||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 25,000 | |||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 12,500 | |||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 37,500 | |||||||||||||||||
Principal [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 2,537,750 | 2,537,750 | ||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 72,000 | 87,500 | ||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Binder Convertible Note 3 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 262,750 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 1 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 120,000 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 115,050 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 72,767 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 30,000 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 621,658 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 5 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 70,000 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 39,521 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 115,000 | |||||||||||||||||
Principal [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 165,360 | |||||||||||||||||
Accrued Interest [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 166,490 | 166,490 | ||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Notes 4 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 9,000 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Note 3 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 11,972 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 1 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 13,496 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 8,582 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 5,391 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 1,414 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 57,432 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 5 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 4,003 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 1,789 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 3,093 | |||||||||||||||||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 4,427 | |||||||||||||||||
Related Party Advances Converted into Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Note 5 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 77,550 | |||||||||||||||||
Related Party Advances Converted into Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 27,021 | |||||||||||||||||
Related Party Advances Converted into Convertible Note [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 127,860 | |||||||||||||||||
AccruedInterest Transferred From Binder Funding Notes [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 1,384 | |||||||||||||||||
AccruedInterest Transferred From Binder Funding Notes [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 1,437 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 78,158 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 6 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 31,414 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 4 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 679,090 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 5 [Member] | Affiliated Entity [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 74,003 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Notes 7 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 41,310 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 118,093 | |||||||||||||||||
Principal and Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Note 8 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | 168,787 | |||||||||||||||||
Accrued Interest Transferred From Newcan Funding Notes [Member] | Convertible Debt [Member] | Newcan Convertible Note 7 [Member] | Director [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Converted | $ 1,014 | |||||||||||||||||
Related to Embedded Derivative [Member] | Convertible Debt [Member] | Old Main 8% Note [Member] | ||||||||||||||||||
NOTE 11 - NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||||||
Discount recognized | $ 172,108 |
NOTE 11 - NOTES PAYABLE (Deta49
NOTE 11 - NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Schedule of Amortization of Debt Discount [Abstract] | ||
Discounts on notes payable amortized to interest expense | $ 2,534,104 | $ 2,274,519 |
NOTE 11 - NOTES PAYABLE (Deta50
NOTE 11 - NOTES PAYABLE (Details) - Fair Value Measurement Inputs and Valuation Techniques | May 31, 2018 | May 31, 2017 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0.974 | 0.64 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 5.345 | 1.38 |
Measurement Input, Expected Dividend Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0.0193 | 0.0086 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0.0262 | 0.0119 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 0.4997 | 1.25 |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Conversion option valuation assumptions | 3.1622 | 3 |
NOTE 12 - STOCKHOLDERS_ EQUIT51
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) | May 31, 2018USD ($)$ / sharesshares | May 14, 2018$ / sharesshares | May 09, 2018$ / sharesshares | Mar. 29, 2018USD ($)$ / sharesshares | Mar. 12, 2018USD ($)shares | Mar. 02, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($)shares | Feb. 26, 2018$ / sharesshares | Feb. 21, 2018USD ($)shares | Feb. 16, 2018$ / sharesshares | Feb. 09, 2018$ / sharesshares | Feb. 08, 2018USD ($)shares | Feb. 07, 2018USD ($)shares | Dec. 07, 2017$ / sharesshares | Nov. 15, 2017USD ($)$ / sharesshares | Sep. 25, 2017USD ($)shares | Sep. 20, 2017USD ($)shares | Jul. 13, 2017USD ($)shares | May 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Mar. 14, 2017USD ($)shares | Feb. 28, 2018USD ($) | May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($)$ / sharesshares |
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 50,128,972 | 32,582,944 | 50,128,972 | 32,582,944 | ||||||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 50,128,972 | 32,582,944 | 50,128,972 | 32,582,944 | ||||||||||||||||||||
Imputed Interest, Debt | $ 1,076 | $ 1,075 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 350,000 | 31,250 | 24,000 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 261,800 | $ 25,313 | $ 6,000 | 289,633 | 3,250 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 3,480 | $ (989,032) | (989,032) | 0 | ||||||||||||||||||||
Stock Payable | $ 307,584 | $ 68,950 | 307,584 | 68,950 | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | $ 362,500 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 10,816,960 | 132,192 | 10,816,960 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 4,500,000 | 1,500,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,844,035 | $ 510,000 | $ 1,618,446 | $ 137,500 | ||||||||||||||||||||
Convertible Debt | $ 105,219 | |||||||||||||||||||||||
Other Noncash Expense | $ 404,082 | 3,480 | $ 0 | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 250,000 | 7,609,910 | ||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 95,000 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 249,397 | |||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,758,741 | |||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | 442,775 | $ 612,850 | ||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 1,758,741 | |||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ 951,239 | $ (29,145) | (43,334) | |||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 350,000 | |||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.75 | $ 0.69 | ||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 123,950 | |||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock to be Issued (in Shares) | shares | 600,000 | 600,000 | ||||||||||||||||||||||
Stock Payable | $ 213,321 | $ 213,321 | ||||||||||||||||||||||
WestPark Capital Inc [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 1.25 | |||||||||||||||||||||||
Unit, Description | Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 503,655 | |||||||||||||||||||||||
Warrant, Term of Warrants | 5 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 205,238 | 205,238 | ||||||||||||||||||||||
Offering Costs [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 249,397 | |||||||||||||||||||||||
Common Stock Issued to Service Provider [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 25,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,250 | |||||||||||||||||||||||
Stock Payable | 3,250 | 3,250 | ||||||||||||||||||||||
Issued to Consultants [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||||||||
In Connection with Sale of Convertible Debt [Member] | YA II PN, Ltd [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.60 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,300,545 | |||||||||||||||||||||||
Warrant, Term of Warrants | 5 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 1,875,000 | |||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Private Placement, Gross | $ 441,563 | $ 81,250 | $ 100,000 | $ 1,087,500 | ||||||||||||||||||||
Payments of Stock Issuance Costs | 62,172 | 12,148 | 28,100 | 146,975 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 379,390 | $ 69,102 | $ 71,900 | $ 940,525 | ||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 353,250 | 65,000 | 80,000 | 870,000 | ||||||||||||||||||||
WestPark Capital Inc [Member] | Private Placement, Westpark Offering [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 1.25 | |||||||||||||||||||||||
Unit, Description | Each unit consisted of four shares of common stock and one warrant to purchase common stock at $0.75 per share | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Omnibus Loan Agreement [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 5,179,028 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | 0.25% | ||||||||||||||||||||||
Lamadrid Note [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 18,794 | |||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 25,000 | |||||||||||||||||||||||
Lamadrid Note [Member] | Issued to Consultants [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 294,173 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 412,500 | |||||||||||||||||||||||
Lamadrid Note [Member] | Private Placement, Westpark Offering [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | 3 years | 3 years | 3 years | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 353,250 | |||||||||||||||||||||||
Lamadrid Note [Member] | WestPark Capital Inc [Member] | Private Placement, Westpark Offering [Member] | Minimum [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Capital Units, Authorized (in Shares) | shares | 800,000 | |||||||||||||||||||||||
Lamadrid Note [Member] | WestPark Capital Inc [Member] | Private Placement, Westpark Offering [Member] | Maximum [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Capital Units, Authorized (in Shares) | shares | 4,000,000 | |||||||||||||||||||||||
Old Main 8% Note [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 70,143 | |||||||||||||||||||||||
Darling Note [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 313,128 | |||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 400,000 | |||||||||||||||||||||||
Efrat Note [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 32,076 | |||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 40,000 | |||||||||||||||||||||||
Firstfire Note [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 15,977 | |||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 25,000 | |||||||||||||||||||||||
Principal [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 2,537,750 | 2,537,750 | ||||||||||||||||||||||
Principal [Member] | Omnibus Loan Agreement [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,421,356 | |||||||||||||||||||||||
Accrued Interest [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 166,490 | $ 166,490 | ||||||||||||||||||||||
Accrued Interest [Member] | Omnibus Loan Agreement [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 197,090 | |||||||||||||||||||||||
Old Main 10% Notes [Member] | ||||||||||||||||||||||||
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 137,500 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,685,981 | |||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 143,325 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 145,268 | |||||||||||||||||||||||
Number of Transactions | 8 |
NOTE 12 - STOCKHOLDERS_ EQUIT52
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | May 31, 2017 | May 31, 2018 | May 30, 2017 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of warrants outstanding (in Shares) | 4,700,988 | 0 | |
Weighted average remaining contractual life | 3 years 357 days | ||
Weighted average exercise price of outstanding warrants | $ 0 | $ 0.69 | |
Number of warrants exercisable (in Shares) | 4,700,988 | ||
Weighted average exercise price of exercisable warrants | $ 0.69 | ||
Warrant Exercisable at $0.75 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.75 | ||
Number of warrants outstanding (in Shares) | 2,825,988 | ||
Weighted average remaining contractual life | 3 years 120 days | ||
Weighted average exercise price of outstanding warrants | $ 0.75 | ||
Number of warrants exercisable (in Shares) | 2,825,988 | ||
Weighted average exercise price of exercisable warrants | $ 0.75 | ||
Warrant Exercisable at $0.60 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.60 | ||
Number of warrants outstanding (in Shares) | 1,875,000 | ||
Weighted average remaining contractual life | 4 years 350 days | ||
Weighted average exercise price of outstanding warrants | $ 0.60 | ||
Number of warrants exercisable (in Shares) | 1,875,000 | ||
Weighted average exercise price of exercisable warrants | $ 0.60 |
NOTE 12 - STOCKHOLDERS_ EQUIT53
NOTE 12 - STOCKHOLDERS’ EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Nov. 15, 2017 | May 31, 2017 | May 31, 2018 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Warrants outstanding, Number of Shares | 0 | ||
Warrants outstanding, Weighted Average Exercise Price | $ 0 | $ 0.69 | |
Granted, Number of Shares | 4,700,988 | ||
Granted, Weighted Average Exercise Price | $ 0.75 | $ 0.69 | |
Exercised, Number of Shares | 0 | ||
Exercised, Weighted Average Exercise Price | $ 0 | ||
Cancelled / Expired, Number of Shares | 0 | ||
Cancelled / Expired, Weighted Average Exercise Price | $ 0 | ||
Warrants outstanding, Number of Shares | 4,700,988 |
NOTE 13 - INCOME TAXES (Details
NOTE 13 - INCOME TAXES (Details) - USD ($) | May 31, 2018 | May 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 2,790,481 | $ 1,386,438 |
NOTE 13 - INCOME TAXES (Detai55
NOTE 13 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal and state statutory rate | 34.00% | 34.00% |
Net operating loss carry forwards | $ 2,790,481 | $ 1,386,438 |
Valuation allowance for deferred tax assets | (2,790,481) | (1,386,438) |
Net deferred tax assets | $ 0 | $ 0 |
NOTE 14 - COMMITMENTS AND CON56
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) | Apr. 06, 2018USD ($) | Jan. 05, 2018USD ($) | Nov. 30, 2017USD ($)shares | Oct. 09, 2017USD ($) | Aug. 23, 2017USD ($) | Jul. 20, 2016USD ($) | Mar. 31, 2016USD ($) | Aug. 01, 2015USD ($)shares | Oct. 01, 2014USD ($) | May 31, 2018USD ($) | May 31, 2017USD ($) | Apr. 17, 2017ft² |
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Loss Contingency Accrual, Provision | $ 10,000 | |||||||||||
Debt Conversion, Original Debt, Amount | 150,000 | $ 362,500 | ||||||||||
Employee-related Liabilities, Current | 44,465 | 34,987 | ||||||||||
Allocated Share-based Compensation Expense | 794,607 | 3,250 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Employment Agreement, Term | 5 years | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 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), 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 | |||||||||||
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 | 37,500 | 37,500 | ||||||||||
Chief Operating Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Employment Agreement, Term | 5 years | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 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), 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 | |||||||||||
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 | $ 37,500 | 37,500 | 0 | |||||||||
President and Chief Financial Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 175,000 | |||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the Company’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of its annual EBITDA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | annual restricted stock awards of the Company’s common stock in an amount equal to 3% of its annual EBITDA | |||||||||||
Former Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Employee-related Liabilities, Current | 16,250 | $ 16,250 | ||||||||||
Building [Member] | ||||||||||||
NOTE 14 - COMMITMENTS 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 | |||||||||||
Deposit [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Loss Contingency Accrual, Provision | 50,000 | |||||||||||
Rent Expense [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Loss Contingency Accrual, Provision | 15,699 | |||||||||||
Remaining Amounts Due Under Lease [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Loss Contingency Accrual, Provision | $ 30,000 | |||||||||||
One Time Signing Bonus [Member] | Chief Operating Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS 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 | |||||||||||
One Time Signing Bonus [Member] | President and Chief Financial Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS 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 | 500,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | ||||||||||||
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 37,500 | $ 37,500 | $ 39,521 | $ 62,500 | $ 250,000 | $ 112,500 |
NOTE 15 - FAIR VALUE OF FINAN57
NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | May 31, 2018 | May 31, 2017 |
NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,265,751 | $ 95,276 |
Fair Value, Inputs, Level 1 [Member] | ||
NOTE 15 - 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 15 - 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 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,265,751 | $ 95,276 |
NOTE 15 - FAIR VALUE OF FINAN58
NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Liabilities Measured at Fair Value | ||
Balance | $ 95,276 | $ 418,537 |
Issuances | 3,671,505 | 600,564 |
Convert or Redeem | (2,696,755) | (612,850) |
Revaluation gain | 195,725 | (310,975) |
Balance | $ 1,265,751 | $ 95,276 |
NOTE 16 - SUBSEQUENT EVENTS (De
NOTE 16 - SUBSEQUENT EVENTS (Details) | Aug. 10, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 27, 2018shares | Jul. 24, 2018USD ($)shares | Jul. 03, 2018USD ($) | Jul. 01, 2018USD ($)shares | Jun. 27, 2018USD ($)shares | Jun. 20, 2018USD ($)$ / sharesshares | Jun. 20, 2018CAD ($)$ / sharesshares | Jun. 12, 2018USD ($)shares | Feb. 28, 2018USD ($) | Dec. 04, 2017 | Nov. 15, 2017shares | Aug. 01, 2015USD ($) | Oct. 01, 2014USD ($) | May 31, 2017shares | May 31, 2018USD ($)shares | May 31, 2017USD ($)shares | Aug. 06, 2018USD ($) |
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 150,000 | $ 362,500 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,816,960 | 132,192 | 10,816,960 | ||||||||||||||||
Class of Warrant or Rights, Granted | 350,000 | ||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold (in Dollars) | $ | $ 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), 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 | ||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold (in Dollars) | $ | $ 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), 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 | ||||||||||||||||||
Oasis Acquisition [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Number of Subsidiaries | 3 | ||||||||||||||||||
Payments to Acquire Businesses, Gross (in Dollars) | $ | $ 6,200,000 | ||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 4,000,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,808,000 | ||||||||||||||||||
Unit, Price Per Unit | $ / shares | $ 0.40 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.60 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||
Number of Subsidiaries | 3 | ||||||||||||||||||
Units, Value, Subscriptions (in Dollars) | $ | $ 2,750,000 | ||||||||||||||||||
Number of Units to be Issued | 6,875,000 | ||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 6,875,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,875,000 | ||||||||||||||||||
Number of Subscription Agreements | 5 | ||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||||||||||||||||||
Related Party Transaction, Description of Transaction | In connection with his employment, the Company awarded Mr. Tarantino 25,000 shares of restricted common stock, which vests four months after the date he commenced his employment with the Company | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | four | ||||||||||||||||||
Subsequent Event [Member] | For Introducing Us to Alternative Solutions [Member] | Director [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Payments for Commissions | $ | $ 250,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 700,000 | ||||||||||||||||||
Subsequent Event [Member] | Oasis Acquisition [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 90.00% | ||||||||||||||||||
Payments to Acquire Businesses, Gross (in Dollars) | $ | $ 6,200,000 | $ 6,200,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 22,058,823 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 4,000,000 | ||||||||||||||||||
Navy Capital [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.60 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||
Units, Value, Subscriptions (in Dollars) | $ | $ 3,000,000 | ||||||||||||||||||
Number of Units to be Issued | 7,500,000 | ||||||||||||||||||
Price Per Share (in Dollars per share) | $ / shares | $ 0.40 | ||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 7,500,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,500,000 | ||||||||||||||||||
Collaborative Arrangement, Rights and Obligations | If the Company fails to file the registration statement on or before that date, the Company must issue to Navy Capital an additional number of units equal to ten percent (10%) of the units originally subscribed for by Navy Capital (which will include additional warrants at the original exercise price). The warrant is exercisable from time to time, in whole or in part for three years. The warrant has anti-dilution provisions that provide for an adjustment to the exercise price in the event of a future sale of Common Stock at a lower price, subject to certain exceptions as set forth in the warrant. The warrant also provides that it is callable at any time after the bid price of the Company’s Common Stock exceeds 120% of the exercise price of the warrant for a period of 20 consecutive business days | ||||||||||||||||||
CLS Nevada, Inc. [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold (in Dollars) | $ | $ 150,000 | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of CLS Nevada, Inc.’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of CLS Nevada, Inc.’s annual EBITDA | ||||||||||||||||||
CLS Nevada, Inc. [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | Restricted Stock [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Signing Bonus, Shares | 500,000 | ||||||||||||||||||
CLS Nevada, Inc. [Member] | Subsequent Event [Member] | Chief Operating Officer [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of CLS Nevada, Inc.’s annual EBITDA, and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of CLS Nevada, Inc.’s annual EBITDA | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 150,000 | ||||||||||||||||||
CLS Nevada, Inc. [Member] | Subsequent Event [Member] | Chief Operating Officer [Member] | Restricted Stock [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one | ||||||||||||||||||
Signing Bonus, Shares | 50,000 | ||||||||||||||||||
Private Placement [Member] | Canaccord Genuity Corp. [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Private Placement, Gross | $ 9,988,173 | $ 13,037,859 | |||||||||||||||||
Payments for Commissions | $ 799,053 | $ 1,043,028 | |||||||||||||||||
Special Warrants [Member] | Private Placement [Member] | Canaccord Genuity Corp. [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Class of Warrant or Rights, Granted | 28,973,019 | 28,973,019 | |||||||||||||||||
Unit, Price Per Unit | (per share) | $ 0.34 | $ 0.45 | |||||||||||||||||
Unit, Description | Each special warrant is automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that is five business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in each of the jurisdictions in Canada in which the special warrants were sold for a final prospectus qualifying the distribution of the units, which is intended to be no later than August 31, 2018, and (ii) the date that is four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, LLC, known as Oasis Cannabis.Upon exercise of the special warrants, each unit shall consist of one share of the Company's common stock and one warrant to purchase one share of common stock | Each special warrant is automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that is five business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in each of the jurisdictions in Canada in which the special warrants were sold for a final prospectus qualifying the distribution of the units, which is intended to be no later than August 31, 2018, and (ii) the date that is four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, LLC, known as Oasis Cannabis.Upon exercise of the special warrants, each unit shall consist of one share of the Company's common stock and one warrant to purchase one share of common stock | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.65 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||
Special Warrants in Exchange for Corporate Finance Fee | 1,448,651 | 1,448,651 | |||||||||||||||||
Special Warrants [Member] | Private Placement [Member] | Scenario, Forecast [Member] | Canaccord Genuity Corp. [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Unit, Description | If the Company has not received a receipt from the applicable Canadian securities authorities for the qualifying prospectus by August 19, 2018, the unexercised special warrant will thereafter generally entitle the holder to receive 1.1 units instead of one unit of the Company | If the Company has not received a receipt from the applicable Canadian securities authorities for the qualifying prospectus by August 19, 2018, the unexercised special warrant will thereafter generally entitle the holder to receive 1.1 units instead of one unit of the Company | |||||||||||||||||
Compensation Warrants [Member] | Private Placement [Member] | Canaccord Genuity Corp. [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Class of Warrant or Rights, Granted | 2,317,842 | 2,317,842 | |||||||||||||||||
Unit, Description | Each compensation warrant entitles the holder thereof to acquire one unit at a price of CD$0.45 per unit for a period of 36 months from the date that the Company's common stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events | Each compensation warrant entitles the holder thereof to acquire one unit at a price of CD$0.45 per unit for a period of 36 months from the date that the Company's common stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events | |||||||||||||||||
Principal [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 550,000 | ||||||||||||||||||
Accrued Interest [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 15,000 | ||||||||||||||||||
Promissory Note [Member] | Subsequent Event [Member] | Oasis Acquisition [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred (in Dollars) | $ | $ 4,000,000 | ||||||||||||||||||
Oasis Note [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Description | The Oasis Note may be prepaid at any time without penalty.  The Oasis Note is secured by all of the membership interests in Alternative Solutions and the Oasis LLCs and by the assets of the Oasis LLCs | ||||||||||||||||||
Newcan Convertible Note 8 [Member] | Subsequent Event [Member] | |||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 75,000 | ||||||||||||||||||
Debt Instrument, Redemption, Description | No payments are required until October 1, 2019, at which time all accrued interest becomes due and payable. Principal will be paid in eight equal quarterly installments, together with interest accrued thereon, beginning on January 1, 2020. The Notes may be prepaid by the Company with no penalty at any time upon thirty days written notice | ||||||||||||||||||
Debt Conversion, Description | The holder of the Newcan Convertible Note 9 may, at any time prior to payment or prepayment in full, convert all principal and accrued interest thereunder, in whole or in part, into securities of the Company. For each $0.40 converted, the holder will receive one share of the Company’s Common Stock |