Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2019 | Aug. 26, 2019 | Nov. 30, 2018 | |
Document Information Line Items | |||
Entity Registrant Name | CLS HOLDINGS USA, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 126,420,345 | ||
Entity Public Float | $ 5,323,994 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001522222 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | May 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2019 | May 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 10,525,791 | $ 52,964 |
Accounts Receivable | 163,571 | 0 |
Inventory | 746,833 | 0 |
Prepaid expenses and other current assets | 390,413 | 1,410 |
Notes receivable - current portion | 850,958 | 0 |
Total current assets | 12,677,566 | 54,374 |
Investment | 2,709 | 2,050,000 |
Note receivable | 4,299,042 | 0 |
Interest receivable | 178,258 | 0 |
Property, plant and equipment, net of accumulated depreciation of $546,408 and $2,674, respectively | 1,910,301 | 0 |
Intangible assets, net of accumulated amortization of $116,476 and $1,402, respectively | 1,525,087 | 898 |
Goodwill | 25,742,899 | 0 |
Other assets | 167,455 | 0 |
Total assets | 46,503,317 | 2,105,272 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,517,127 | 826,621 |
Accrued compensation, related party | 0 | 120,417 |
Due to related party | 0 | 17,930 |
Accrued interest | 474,800 | 24,748 |
Accrued interest, related party | 0 | 5,143 |
Notes payable, net of discount | 3,932,616 | 310,000 |
Notes payable, related parties | 0 | 75,137 |
Convertible notes payable, net of discount of $0 and $561,599, respectively | 0 | 43,401 |
Contingent liability | 1,000,000 | 0 |
Derivative liability | 0 | 1,265,751 |
Total current liabilities | 6,924,543 | 2,689,148 |
Noncurrent liabilities | ||
Convertible notes payable - Long Term, net of discount of $3,819,010 and $733,928, respectively | 14,541,220 | 41,072 |
Convertible notes payable, related parties, net of discount of $0 and $65,918, respectively | 0 | 2,832 |
Total Liabilities | 21,465,763 | 2,733,052 |
Commitments and contingencies | 0 | 0 |
Stockholder's equity (deficit) | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued | 0 | 0 |
Common stock, $0.0001 par value; 750,000,000 and 250,000,000 shares authorized at May 31, 2019 and 2018, respectively; 125,839,095 and 50,128,972 shares issued and outstanding at May 31, 2019 and 2018, respectively | 12,585 | 5,013 |
Additional paid-in capital | 70,758,025 | 17,628,717 |
Common stock subscribed | 455,095 | 307,584 |
Accumulated deficit | (46,188,151) | (18,569,094) |
Total stockholder's equity (deficit) | 25,037,554 | (627,780) |
Total liabilities and stockholders' equity (deficit) | $ 46,503,317 | $ 2,105,272 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2019 | May 31, 2018 |
Property, plant and equipment, accumulated depreciation | $ 546,408 | $ 2,674 |
Intangible assets, accumulated amortization | 116,476 | 1,402 |
Convertible notes payable - Long Term, discount | $ 3,819,010 | $ 733,928 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 250,000,000 |
Common stock, shares issued | 125,839,095 | 50,128,972 |
Common stock, outstanding | 125,839,095 | 50,128,972 |
Convertible Debt [Member] | Non-Related Party Debt [Member] | ||
Convertible notes payable discount | $ 0 | $ 561,599 |
Convertible Debt [Member] | Related Party Notes [Member] | ||
Convertible notes payable discount | $ 0 | $ 65,918 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Revenue | $ 8,459,048 | $ 0 |
Cost of goods sold | 4,836,166 | 0 |
Gross margin | 3,622,882 | 0 |
Selling, general and administrative expenses | 26,472,057 | 3,116,040 |
Total operating expenses | 26,472,057 | 3,116,040 |
Operating loss | (22,849,175) | (3,116,040) |
Other (income) expense: | ||
Interest expense, net | 4,447,993 | 4,709,940 |
Gain on settlement of debt | 0 | (3,480) |
Loss on revaluation of contingent liability | 321,889 | 0 |
Loss on modification of debt | 0 | 29,145 |
Loss on note exchange | 0 | 404,082 |
Loss on extinguishment of debt | 0 | 989,032 |
Prepayment penalty | 0 | 137,000 |
Change in fair value of derivative | 0 | 195,725 |
Total other expense | 4,769,882 | 6,461,444 |
Income (Loss) before income taxes | (27,619,057) | (9,577,484) |
Income tax expense | 0 | 0 |
Net income (loss) | $ (27,619,057) | $ (9,577,484) |
Net income (loss) per share - basic (in Dollars per share) | $ (0.27) | $ (0.24) |
Net income (loss) per share - diluted (in Dollars per share) | $ (0.27) | $ (0.24) |
Weighted average shares outstanding - basic (in Shares) | 102,869,612 | 39,224,613 |
Weighted average shares outstanding - diluted (in Shares) | 102,869,612 | 39,224,613 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Oasis Acquisition [Member]Common Stock [Member] | Oasis Acquisition [Member]Additional Paid-in Capital [Member] | Oasis Acquisition [Member] | Common Stock [Member]Debt Exchange [Member] | Common Stock [Member]Commitment Fees [Member] | Common Stock [Member]Issued to Officers [Member] | Common Stock [Member]Common stock issued for exercise of special warrants [Member] | Common Stock [Member]Cashless Exercise Of Warrants [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]Issued to Officers [Member] | Additional Paid-in Capital [Member]Common stock issued for exercise of special warrants [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]Special Warrants Issued for Cash [Member] | Additional Paid-in Capital [Member]Cashless Exercise Of Warrants [Member] | Additional Paid-in Capital [Member]Warrant Issued Due to Penalty [Member] | Additional Paid-in Capital [Member]Warrants Issued as Compensation for Offering [Member] | Additional Paid-in Capital [Member]Warrants issued to Placement Agent [Member] | Additional Paid-in Capital [Member]Special Warrant Issued Due to Penalty [Member] | Additional Paid-in Capital [Member]Account Payable [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member]Issued to Officers [Member] | Stock Payable [Member]To Be Issued to Officers [Member] | Stock Payable [Member] | Retained Earnings [Member] | Debt Exchange [Member] | Commitment Fees [Member] | Issued to Officers [Member] | To Be Issued to Officers [Member] | Warrant Issued with Debt [Member] | Placement Agent Warrant [Member] | Warrant issued to Consultants [Member] | Special Warrants Issued for Cash [Member] | Warrant Issued Due to Penalty [Member] | Warrants Issued as Compensation for Offering [Member] | Warrants issued to Placement Agent [Member] | Special Warrant Issued Due to Penalty [Member] | Account Payable [Member] | Total |
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 | |||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with Oasis acquisition | 0 | |||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||
Reclasification of deritivate upon adoption of ASU 2017-11 | 0 | |||||||||||||||||||||||||||||||||||||||||
Imputed interest | 1,076 | 1,076 | ||||||||||||||||||||||||||||||||||||||||
Net loss | (9,577,484) | (9,577,484) | ||||||||||||||||||||||||||||||||||||||||
Settlement of derivative liability | $ 442,775 | $ 442,775 | 442,775 | |||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
Stock issued for services | $ 73 | 515,240 | (25,313) | 490,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for services, Shares (in Shares) | 731,250 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 62 | $ 3,347 | $ 5 | $ 281,438 | $ (3,347) | 47,495 | $ (230,820) | $ 403,644 | $ 50,680 | $ 403,644 | 47,500 | |||||||||||||||||||||||||||||||
Common stock issued (in Shares) | 625,000 | 33,463,838 | 50,000 | |||||||||||||||||||||||||||||||||||||||
Foreign currency transaction loss on equity offering | 403,588 | 403,588 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 1,438 | 5,748,562 | 5,750,000 | |||||||||||||||||||||||||||||||||||||||
Common stock issued, Shares (in Shares) | 14,375,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued for conversion of debt | $ 370 | 1,295,320 | 1,295,690 | |||||||||||||||||||||||||||||||||||||||
Common stock issued for conversion of debt, Shares (in Shares) | 3,697,511 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with Oasis acquisition | $ 2,206 | $ 15,438,970 | $ 15,441,176 | 25,313 | ||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with Oasis acquisition (in Shares) | 22,058,823 | |||||||||||||||||||||||||||||||||||||||||
Warrants issued | $ 9,785,978 | $ 941,972 | $ 2,369,830 | $ 1,413,300 | $ 7,142,550 | $ 9,785,978 | $ 941,972 | $ 2,369,830 | $ 1,413,300 | $ 7,142,550 | ||||||||||||||||||||||||||||||||
Units issued as compensation for offering | $ 56 | 557,279 | 557,335 | |||||||||||||||||||||||||||||||||||||||
Units issued as compensation for offering (in Shares) | 559,750 | |||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrant | $ 15 | $ (15) | ||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrant (in Shares) | 148,951 | |||||||||||||||||||||||||||||||||||||||||
Discount on notes payable and accrued interest | 5,888,707 | 5,888,707 | ||||||||||||||||||||||||||||||||||||||||
Reclasification of deritivate upon adoption of ASU 2017-11 | Accounting Standards Update 2017-11 [Member] | 1,265,751 | 1,265,751 | ||||||||||||||||||||||||||||||||||||||||
Reclasification of deritivate upon adoption of ASU 2017-11 | 1,265,751 | |||||||||||||||||||||||||||||||||||||||||
Derivative valuation of reset event | 35,883 | 35,883 | ||||||||||||||||||||||||||||||||||||||||
Imputed interest | 807 | 807 | ||||||||||||||||||||||||||||||||||||||||
Net loss | (27,619,057) | (27,619,057) | ||||||||||||||||||||||||||||||||||||||||
Settlement of derivative liability | 1,265,751 | |||||||||||||||||||||||||||||||||||||||||
Balance at May. 31, 2019 | $ 12,585 | $ 70,758,025 | $ 455,095 | $ (46,188,151) | $ 25,037,554 | |||||||||||||||||||||||||||||||||||||
Balance (in Shares) at May. 31, 2019 | 125,839,095 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (27,619,057) | $ (9,577,484) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Imputed interest | 807 | 1,076 |
Excess derivative | 0 | 1,940,439 |
Change in fair value of derivative | 0 | 195,725 |
Loss on modification of debt | 0 | 29,145 |
Stock-based compensation | 0 | 794,607 |
Warrants issued to placement agent | 3,783,130 | 503,655 |
Loss on Note exchange | 0 | 404,082 |
Loss on extinguishment of debt | 0 | 989,032 |
(Gain) loss on note exchange | 0 | (3,480) |
Prepayment Penalty | 0 | 137,000 |
Revaluation of contingent liability | 321,889 | 0 |
Amortization of debt discounts | 3,576,161 | 2,534,103 |
Warrants and Special Warrants issued to penalty | 8,084,522 | 0 |
Units issued to placement agent | 557,335 | 0 |
Non-cash offering costs of equity financing | 403,588 | 0 |
Fair value of shares vested by officers | 454,324 | 0 |
Fair value of shares issued to consultants | 490,000 | 0 |
Fair value of shares issued in settlement | 47,500 | 0 |
Depreciation and amortization expense | 288,351 | 1,322 |
Expense from derivative triggering event | 12,659 | 0 |
Changes in assets and liabilities: | ||
Other assets | 0 | 50,000 |
Accounts payable and accrued expenses | (484,609) | 300,421 |
Accrued compensation | (120,417) | 216,667 |
Accrued interest, related party | (362) | 96,211 |
Deferred rent | 1,667 | (49,565) |
Accrued interest | 995,941 | 11,746 |
Accounts receivable | (128,134) | 0 |
Interest receivable | (178,258) | 0 |
Inventory | (340,880) | 0 |
Prepaid expenses | (292,769) | 0 |
Due to related parties | (17,930) | 0 |
Net cash used in operating activities | (10,164,542) | (1,425,298) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments to purchase property, plant and equipment | (1,037,262) | 0 |
Payments to acquire note receivable | (5,150,000) | 0 |
Payment for investment in Alternative Solutions | (5,982,710) | (2,050,000) |
Net cash used in investing activities | (12,169,972) | (2,050,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party convertible notes payable | 0 | 761,829 |
Proceeds from notes payable | 0 | 410,000 |
Proceeds from convertible note payable | 18,369,000 | 1,655,000 |
Principal payments on notes payable | (1,060,000) | (100,000) |
Principal payments on related party notes payable | (137) | (237,794) |
Principal payments on convertible notes payable | (37,500) | (500,000) |
Proceeds from sale of equity | 15,535,978 | 1,460,917 |
Net cash provided by financing activities | 32,807,341 | 3,449,952 |
Net increase in cash and cash equivalents | 10,472,827 | (25,346) |
Cash and cash equivalents at beginning of period | 52,964 | 78,310 |
Cash and cash equivalents at end of period | 10,525,791 | 52,964 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 8,964 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible note issued for unpaid accrued salary | 75,000 | 150,000 |
Beneficial conversion feature on convertible notes | 5,888,707 | 1,758,741 |
Note payable exchanged for common stock | 1,295,690 | 0 |
Charge to paid-in capital for par value of shares issued in cashless exercise of warrants | 3,362 | 0 |
Reclassify derivative liability to paid-in capital upon adoption of ASU 2017-11 | 1,265,751 | 0 |
Shares issued for services from stock payable | 25,313 | 0 |
Discount on notes due to derivatives | 5,888,707 | 1,758,741 |
Related party notes payable reclassified as related party convertible notes payable | 0 | 1,116,856 |
Common stock issued for conversion of related party notes payable | 0 | 2,023,666 |
Common stock issued for conversion of convertible notes payable | 1,295,690 | 1,618,446 |
Shares issued for settlement of accounts payable | 0 | 6,000 |
Settlement of derivative liability | 0 | 442,775 |
Common stock issued for services, previously accrued | 17,500 | 0 |
Accrued interest capitalized to principal of notes payable | 491,230 | 0 |
Non-Related Party Debt [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for conversion of convertible notes payable | $ 0 | $ 2,554,924 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2019 | |
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 patented proprietary process or otherwise earned any revenues from it. The Company plans to generate revenues through licensing, fee-for-service and joint venture arrangements related to its patented 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, entered into a Membership Interest Purchase Agreement (the “Acquisition Agreement”), as amended, for the Company to acquire the Oasis LLCs from Alternative Solutions. Pursuant to the Acquisition Agreement, the Company initially contemplated acquiring all of the membership interests in the Oasis LLCs from Alternative Solutions. Just prior to closing, the parties agreed that the Company would instead acquire all of the membership interests in Alternative Solutions, the parent of the Oasis LLCs, from its members, and the membership interests in the Oasis LLCs owned by members other than 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 paid in February 2018, for an initial 10% of each of the Oasis LLCs. At that time, the Company applied for regulatory approval to own an interest in the Oasis LLCs, which approval was received. On June 27, 2018, the Company made the payments to indirectly acquire the remaining 90% of the Oasis LLCs, which were equal to cash in the amount of $5,995,543, a $4.0 million promissory note due in December 2019 (the “Oasis Note”), and 22,058,823 shares of its common stock (the “Purchase Price Shares”) (collectively, the “Closing Consideration”). The cash payment of $5,995,543 was less than the $6,200,000 payment originally contemplated because the Company assumed an additional $204,457 of liabilities. The Company used the proceeds of a Canadian private securities offering to fund the cash portion of the Closing Consideration. The Company then applied for regulatory approval to own the additional 90% in membership interests in the Oasis LLCs, which it received on December 12, 2018. On January 29, 2019, the Company made a line of credit loan to CannAssist, LLC (“CannAssist”), in the principal amount of up to $500,000, subject to the terms and conditions set forth in that certain Loan Agreement, dated as of January 29, 2019 between CannAssist as the Borrower and the Company as the Lender (the “CannAssist Loan Agreement”). Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company. The Loan is evidenced by a secured promissory note of CannAssist (the “CannAssist Note”), which bears interest at the rate of 8% per annum and is personally guaranteed by the two equity owners of CannAssist. To secure the obligations of CannAssist to the Company under the CannAssist Loan Agreement and the CannAssist Note, the Company and CannAssist entered into a Security Agreement dated as of January 29, 2019, pursuant to which CannAssist granted to the Company a first priority lien on and security interest in all personal property of CannAssist. On March 11, 2019, the Company, through its wholly-owned subsidiary, CLS Massachusetts, entered into a membership interest purchase agreement (the “CannAssist Purchase Agreement”) with CannAssist, each of the members of CannAssist, and David Noble, as the members’ representative, to acquire an 80% ownership interest in CannAssist. After conducting diligence, the parties decided to terminate the CannAssist Purchase Agreement effective August 26, 2019. The CannAssist Note will be due and payable in full on or before February 28, 2020. See note 22. On January 4, 2018, the Attorney General of the United States issued new written guidance concerning the enforcement of federal laws relating to marijuana. The Attorney General’s memorandum stated that previous DOJ guidance specific to marijuana enforcement, including the memorandum issued by former Deputy Attorney General James Cole on August 29, 2013 (as amended on February 14, 2014, the “Cole Memo”) is unnecessary and is rescinded, effective immediately. The Cole Memo told federal prosecutors that in states that had legalized marijuana, they should use their prosecutorial discretion to focus not on businesses that comply with state regulations, but on illicit enterprises that create harms like selling drugs to children, operating with criminal gangs, and selling across state lines. While the rescission did not change federal law, as the Cole Memo and other DOJ guidance documents were not themselves laws, the rescission removed the DOJ’s formal policy that state-regulated cannabis businesses in compliance with the Cole Memo guidelines should not be a prosecutorial priority. Notably, former Attorney General Sessions’ rescission of the Cole Memo has not affected the status of the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) memorandum issued by the Department of Treasury, which remains in effect. This memorandum outlines Bank Secrecy Act-compliant pathways for financial institutions to service state-sanctioned cannabis businesses, which echoed the enforcement priorities outlined in the Cole Memo. In addition to his rescission of the Cole Memo, Attorney General Sessions issued a one-page memorandum known as the “Sessions Memorandum”. The Sessions Memorandum explains the DOJ’s rationale for rescinding all past DOJ cannabis enforcement guidance, claiming that Obama-era enforcement policies are “unnecessary” due to existing general enforcement guidance adopted in the 1980s, in chapter 9.27.230 of the USAM. The USAM enforcement priorities, like those of the Cole Memo, are based on the use of the federal government’s limited resources and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” Although the Sessions Memorandum emphasizes that cannabis is a federally illegal Schedule I controlled substance, it does not otherwise instruct U.S. Attorneys to consider the prosecution of cannabis-related offenses a DOJ priority, and in practice, most U.S. Attorneys have not changed their prosecutorial approach to date. However, due to the lack of specific direction in the Sessions Memorandum as to the priority federal prosecutors should ascribe to such cannabis activities, there can be no assurance that the federal government will not seek to prosecute cases involving cannabis businesses that are otherwise compliant with state law. On October 31, 2018, the Company, CLS Massachusetts, Inc., a Massachusetts corporation and a wholly-owned subsidiary of the Company (“CLS Massachusetts”), and In Good Health, Inc., a Massachusetts corporation (“IGH”), entered into an Option Agreement (the “IGH Option Agreement”). Under the terms of the IGH Option Agreement, CLS Massachusetts has an exclusive option to acquire all of the outstanding capital stock of IGH (the “IGH Option”) during the period beginning on the earlier of the date that is one year after the effective date of the conversion and December 1, 2019 and ending on the date that is 60 days after such date. If CLS Massachusetts exercises the IGH Option, the Company, a wholly-owned subsidiary of the Company and IGH will enter into a merger agreement (the form of which has been agreed to by the parties) (the “IGH Merger Agreement”). At the effective time of the merger contemplated by the IGH Merger Agreement, CLS Massachusetts will pay a purchase price of $47,500,000, subject to reduction as provided in the IGH Merger Agreement, payable as follows: $35 million in cash, $7.5 million in the form of a five-year promissory note, and $5 million in the form of restricted common stock of the Company, plus $2.5 million as consideration for a non-competition agreement with IGH’s President, payable in the form of a five-year promissory note. IGH and certain IGH stockholders holding sufficient aggregate voting power to approve the transactions contemplated by the IGH Merger Agreement have entered into agreements pursuant to which such stockholders have, among other things, agreed to vote in favor of such transactions. On October 31, 2018, as consideration for the IGH Option, the Company made a loan to IGH, in the principal amount of $5,000,000, subject to the terms and conditions set forth in that certain loan agreement, dated as of October 31, 2018 between IGH as the borrower and the Company as the lender. The loan is evidenced by a secured promissory note of IGH, which bears interest at the rate of 6% per annum and matures on October 31, 2021. To secure the obligations of IGH to the Company under the loan agreement and the promissory note, the Company and IGH entered into a security agreement dated as of October 31, 2018, pursuant to which IGH granted to the Company a first priority lien on and security interest in all personal property of IGH. If the Company does not exercise the Option on or prior to the date that is 30 days following the end of the option period, the loan amount will be reduced to $2,500,000 as a break-up fee, subject to certain exceptions set forth in the IGH Option Agreement. On August 26, 2019, the parties amended the IGH Option Agreement to, among other things, delay closing until January 2020. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2019 | |
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 $46,188,151 as of May 31, 2019. 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2019 | |
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 Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). 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 $10,525,791 and $52,964 as of May 31, 2019 and 2018. Allowance for Doubtful Accounts The Company generates the majority of its revenues and corresponding accounts receivable from the sale of cannabis, and cannabis related products. The Company evaluates the collectability of its accounts receivable considering a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations to it, the Company records a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believe will be collected. For all other customers, the Company recognizes reserves for bad debts based on past write-off experience and the length of time the receivables are past due. The Company had no bad debts expense during the years ended May 31, 2019 and 2018. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable values. Our cannabis products consist of prepackaged purchased goods ready for resale, along with produced edibles and extracts developed under our production license. Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment”. Based on Step 1 of ASC 350 and ASC 360, there were no impairments to the Company’s long-lived assets as of May 31, 2019. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Comprehensive Income ASC 220-10-15 “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $1,655,374 and $0 for the years ended May 31, 2019 and 2018, respectively. Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $0 for the years ended May 31, 2019 and 2018. 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 sheets at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheets with changes in fair value recognized during each 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 uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 21). On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to equity in the aggregate amount of $1,265,751. 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, 2019 - That the quoted market price of the common stock, which decreased from $0.6865 as of June 1, 2018 to $0.2999 as of May 31, 2019, 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; - That the new convertible notes issued during this period with full resets would be initially issued with conversion prices of $0.40, which were not reset as a result of subsequent transactions; - That an event of default at 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 242.8% during the year ended May 31, 2019; - 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 2017 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. For the year ended May 31, 2018 - That the quoted market price of the common stock, which increased from $0.120 as of June 1 , - 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. Revenue Recognition Revenue is primarily generated through the Company’s subsidiary, Serenity Wellness Center LLC, d/b/a Oasis Cannabis (“Oasis”). Oasis operates a 24-hour cannabis dispensary that recognizes revenue from the sale of medical and recreational cannabis products within the State of Nevada. Revenue from the sale of cannabis products is recognized by our subsidiary at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. The Company also recognizes revenue from Serenity Wellness Products LLC and Serenity Wellness Growers LLC, d/b/a City Trees. City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of the service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the year ended May 31, 2019. Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2019 and 2018: 2019 2018 Cannabis Dispensary $ 5,492,312 $ - Cannabis Production 2,966,736 - $ 8,459,048 $ - 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, 2019 and 2018, the Company excluded from the calculation of fully diluted shares outstanding the following shares because the result would have been anti-dilutive: At May 31, 2019 a total of 86,439,117 shares (54,818,985 issuable upon the exercise of warrants; 7,676,974 issuable upon exercise of unit warrants; 23,261,393 upon the conversion of convertible notes payable and accrued interest; and 681,7644 in stock to be issued); at May 31, 2018, the Company excluded from the calculation of fully diluted shares outstanding a total of 10,508,879 shares (5,521,940 issuable upon the exercise of warrants; 4,407,118 upon the conversion of notes payable and accrued interest; and 579,821 in stock payable). 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, 2019 and 2018. 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The Company has performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. The Company will adopt the ASU and related amendments on June 1, 2019 and expects to elect certain practical expedients permitted under the transition guidance. The Company will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of the Company’s leases will continue to be classified as operating. During the first quarter of fiscal 2020, the Company will complete its implementation of its processes and policies to support the new lease accounting and reporting requirements. Based on the Company’s lease portfolio as of June 1, 2019, the Company preliminarily estimates the impact of the adoption of ASU 2016-02 to increase both its total assets and total liabilities in the range of $850,000 to $1,050,000. The adoption of this ASU is not expected to have a significant impact on our Consolidated Statements of Operations or Cash Flows. The Company continues to finalize the implementation of the new processes and the assessment of the impact of this adoption on its consolidated financial statements; therefore, the preliminary estimated impacts disclosed can change, and the final impact will be known once the adoption is completed during the first quarter of fiscal 2020. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is effective for fiscal years beginning after December 15, 2017. The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The implementation of this standard did not have a material effect on the Company’s results of operations. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting ASC 606. On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to equity in the aggregate amount of $1,265,751. 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. |
ACQUISITION OF ALTERNATIVE SOLU
ACQUISITION OF ALTERNATIVE SOLUTIONS | 12 Months Ended |
May 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 4 – ACQUISITION OF ALTERNATIVE SOLUTIONS On June 27, 2018, the Company closed on the purchase of all of the membership interests in Alternative Solutions and its three operating subsidiaries (collectively, the “Oasis LLCs”) from the members of such entities (other than Alternative Solutions). The Oasis LLCs operate a fully integrated cannabis business in Las Vegas, Nevada, including a grow; extraction, conversion and processing facility; and a retail dispensary. The closing occurred pursuant to a Membership Interest Purchase Agreement (the “Acquisition Agreement”) entered into between the Company and Alternative Solutions on December 4, 2017, as amended. Pursuant to the Acquisition Agreement, the Company initially contemplated acquiring all of the membership interests in the Oasis LLCs from Alternative Solutions. Just prior to closing, the parties agreed that the Company would instead acquire all of the membership interests in Alternative Solutions, the parent of the Oasis LLCs, from its members, and the membership interests in the Oasis LLCs owned by members other than Alternative Solutions. The revised structure of the transaction is referenced in the Oasis Note, which modified the Acquisition Agreement. 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 paid in February 2018, for an initial 10% of each of the Oasis LLCs. At that time, the Company applied for regulatory approval to own an interest in the Oasis LLCs, which approval was received. On June 27, 2018, the Company made the payments to indirectly acquire the remaining 90% of the Oasis LLCs, which were equal to cash in the amount of $5,995,543, a $4.0 million promissory note due in December 2019 (see note 14), (the “Oasis Note”), and 22,058,823 shares of its common stock (see note 16), (the “Purchase Price Shares”) (collectively, the “Closing Consideration”). The cash payment of $5,995,543 was less than the $6,200,000 payment originally contemplated because the Company assumed an additional $204,457 of liabilities. The Company used the proceeds of a Canadian private securities offering to fund the cash portion of the Closing Consideration (see note 16). The Company then applied for regulatory approval to own the additional 90% in membership interests in the Oasis LLCs, which it received on December 12, 2018. The number of Purchase Price Shares was equal to 80% of the offering price of the Company’s common stock in its last equity offering, which price was $0.34 per share. The Oasis Note is secured by a first priority security interest over the membership interests in Alternative Solutions and the Oasis LLCs, as well as by the assets of the Oasis LLCs. The Company also delivered a confession of judgment to a representative of the sellers that will become effective, in general, if the Company defaults under the Oasis Note. A claim has been made that Oasis owes certain amounts to a consultant; Oasis disputes this claim. If the Company makes any payments in connection with this claim post-closing, generally speaking, the Company will be entitled to deduct the present value of such payments from the principal amount due under the Oasis Note. This claim has been accrued on the Company’s balance sheet as of May 31, 2019. This claim was resolved subsequent to May 31, 2019 (see note 22). The sellers are also entitled to a $1,000,000 payment from the Company on May 30, 2020 if the Oasis LLCs have maintained an average revenue of $20,000 per day during the 2019 calendar year. The fair value of this contingent consideration was $678,111 at the acquisition date as determined by the Company’s outside valuation consultants. At May 31, 2019, the Company increased the value of this contingent consideration to $1,000,000, and charged the amount of $321,889 to operations during the year ended May 31, 2019. This amount is recorded as a contingent liability on the Company’s balance sheet at May 31, 2019. The acquisition date estimated fair value of the consideration transferred totaled $27,975,650, which consisted of the following: Initial purchase price $ 2,050,000 Cash paid in connection with transaction 5,995,543 Note payable 3,810,820 Contingent consideration 678,111 Common stock 15,441,176 Total purchase price $ 27,975,650 Net tangible assets $ 595,151 Intangible assets 1,637,600 Goodwill 25,742,899 Total purchase price $ 27,975,650 The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by a third party valuation expert. During the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, the Company may record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in its operating results in the period in which the adjustments were determined. Pro forma results The following table sets forth the unaudited pro forma results of the Company as if the acquisition of the Oasis LLCs was effective on the first day of each of the twelve months periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Twelve months ended May 31, 2019 2018 (unaudited) (unaudited) Revenues $ 9,759,956 $ 7,258,443 Net loss $ (26,671,841 ) $ (18,885,612 ) Basic net loss per share $ (0.26 ) $ (0.30 ) Diluted net loss per share $ (0.26 ) $ (0.30 ) Weighted average shares - basic 102,869,612 62,558,436 Weighted average shares - diluted 102,869,612 62,558,436 |
JOINT VENTURE AND OPTIONS TRANS
JOINT VENTURE AND OPTIONS TRANSACTION | 12 Months Ended |
May 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 5 – JOINT VENTURE AND OPTIONS TRANSACTION In Good Health On October 31, 2018, the Company, CLS Massachusetts, Inc., a Massachusetts corporation and a wholly-owned subsidiary of the Company (“CLS Massachusetts”), and In Good Health, Inc. (“IGH”), a Massachusetts not-for-profit corporation, which converted to a for-profit corporation on November 6, 2018 (the “Conversion”), entered into an Option Agreement (the “Option Agreement”). Under the terms of the Option Agreement, CLS Massachusetts has an exclusive option to acquire all of the outstanding capital stock of IGH (the “Option”) during the period beginning on the earlier of the date that is one year after the effective date of the Conversion and December 1, 2019, and ending on the date that is 60 days after such date (the “Option Period”). If CLS Massachusetts exercises the Option, the Company, a wholly-owned subsidiary of the Company and IGH will enter into a merger agreement (the form of which has been agreed to by the parties) (the “IGH Merger Agreement”). At the effective time of the merger contemplated by the IGH Merger Agreement, CLS Massachusetts will pay a purchase price of $47,500,000, subject to reduction as provided in the IGH Merger Agreement, payable as follows: $35 million in cash, $7.5 million in the form of a five-year promissory note, and $5 million in the form of restricted common stock of the Company, plus $2.5 million as consideration for a non-competition agreement with IGH’s President, payable in the form of a five-year promissory note. IGH and certain IGH stockholders holding sufficient aggregate voting power to approve the transactions contemplated by the IGH Merger Agreement have entered into agreements pursuant to which such stockholders have, among other things, agreed to vote in favor of such transactions. On October 31, 2018, as consideration for the Option, the Company made a loan to IGH (the “IGH Loan”), in the principal amount of $5,000,000 (the “IGH Loan Amount”), subject to the terms and conditions set forth in that certain Loan Agreement, dated as of October 31, 2018 between IGH as the borrower and the Company as the lender (the “IGH Loan Agreement”) (see note 9). The IGH Loan is evidenced by a secured promissory note of IGH (the “IGH Note”), which bears interest at the rate of 6% per annum and matures on October 31, 2021. The Company recorded interest income in the amount of $174,247 on the IGH Loan during the year ended May 31, 2019. To secure the obligations of IGH to the Company under the Loan Agreement and the IGH Note, the Company and IGH entered into a Security Agreement dated as of October 31, 2018 (the “IGH Security Agreement”), pursuant to which IGH granted to the Company a first priority lien on and security interest in all personal property of IGH. If the Company does not exercise the Option on or prior to the date that is 30 days following the end of the Option Period, the Loan Amount will be reduced to $2,500,000 as a break-up fee (the “Break-Up Fee”), except in the event of a Purchase Exception (as defined in the Option Agreement), in which case the Break-Up Fee will not apply and there will be no reduction to the Loan Amount. CannAssist On January 29, 2019, the Company made a line of credit loan to CannAssist in the principal amount of up to $500,000, subject to the terms and conditions set forth in the CannAssist Loan Agreement. Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company. The Loan is evidenced by the CannAssist Note, which bears interest at the rate of 8% per annum and is personally guaranteed by the two equity owners of CannAssist. The Company recorded interest income in the amount of $4,011 on the Loan during the year ended May 31, 2019. To secure the obligations of CannAssist to the Company under the CannAssist Loan Agreement and the CannAssist Note, the Company and CannAssist entered into a Security Agreement dated as of January 29, 2019, pursuant to which CannAssist granted to the Company a first priority lien on and security interest in all personal property of CannAssist. On March 11, 2019, the Company, through its wholly-owned subsidiary, CLS Massachusetts, entered into the CannAssist Purchase Agreement with CannAssist, each of the members of CannAssist, and David Noble, as the members’ representative. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
May 31, 2019 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 6 – ACCOUNTS RECEIVABLE Accounts receivable was $163,571 and $0 at May 31, 2019 and 2018, respectively. No allowance for doubtful accounts was necessary during the years ended May 31, 2019 and 2018. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
May 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at May 31, 2019 and 2018: May 31, May 31, 2019 2018 Deposits $ 211,493 - Prepaid expenses 178,920 1,410 Total $ 390,413 $ 1,410 |
INVENTORY
INVENTORY | 12 Months Ended |
May 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 8 – INVENTORY Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following: May 31, May 31, 2019 2018 Raw materials $ 323,635 $ - Finished goods 423,198 - Total $ 746,833 $ - Raw materials consist of cannabis plants and the materials that are used in our production process prior to being tested and packaged for consumption. Finished goods consist of pre-packaged materials previously purchased from other licensed cultivators and our manufactured edibles and extracts. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
May 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | NOTE 9 – NOTES RECEIVABLE PRH Note Receivable During the year ended May 31, 2015, the Company loaned $500,000 (the “PRH Note”) to Picture Rock Holdings, LLC, a Colorado limited liability company (“PRH”). Pursuant to the PRH Note, as amended by the parties effective June 30, 2015, October 31, 2015, April 11, 2016, and May 31, 2016, PRH was expected to repay the principal due under the PRH Note in twenty (20) equal quarterly installments of Twenty Five Thousand Dollars ($25,000) commencing in the month following the month in which PRH commenced 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. We suspended our plans to operate in Colorado due to regulatory delays and have not yet determined when we will pursue them again. Interest will accrue on the unpaid principal balance of the PRH 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 PRH 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 PRH Note, all amounts under the PRH 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. During the year ended May 31, 2018, the Company received a payment of $50,000 on the PRH Note. As a result, the Company has reduced the impairment of the note by $50,000 to reflect this payment. The receivable is recorded on the balance sheet as of May 31, 2019 in the amount of $0, net of allowance in the amount of $450,000. IGH Note Receivable On October 31, 2018, in connection with an option to purchase transaction (see note 4), the Company loaned $5,000,000 (the “IGH Note) to In Good Health, Inc., a Massachusetts not-for-profit corporation (“IGH”); on November 6, 2018, IGH converted to a for-profit corporation. The IGH Note bears interest at the rate of 6% per annum. On March 1, 2020 (the “Initial Payment Date”), all accrued interest shall be added to the outstanding principal due hereunder and such amount shall be payable in eight equal quarterly installments, commencing on the Initial Payment Date, together with interest accruing after the Initial Payment Date. The IGH Note shall mature and all outstanding principal, accrued interest and any other amounts due hereunder, shall become due and payable in full on the third anniversary of the IGH Note. The IGH Note was issued in connection with a loan agreement and security agreement between the Company and IGH, and an option agreement between the Company and IGH, among others (the “Option Agreement”), in both cases dated as of October 31, 2018 and the other agreements and documents executed and/or delivered in connection therewith (collectively the “IGH Loan Documents”), and is secured by the collateral described in the IGH Loan Documents and by such other collateral as may in the future be granted to the Company to secure the IGH Note. During the year ended May 31, 2019, the Company recorded interest income in the amount of $174,247 in connection with the IGH Note. At May 31, 2019, principal in the amount of $425,479 and interest receivable in the amount of $174,247 due under the IGH Note are classified as current assets and principal in the amount of $4,724,521 is classified as non-current assets on the Company’s balance sheet. CannAssist Note Receivable On January 29, 2019, the Company made a line of credit loan to CannAssist (the “CannAssist Note”), in the principal amount of up to $500,000. The Loan bears interest at the rate of 8% per annum and is personally guaranteed by the two equity owners of CannAssist. Payments on the loan will commence on July 1, 2019 and the Note will mature on December 1, 2019. During the year ended May 31, 2019, the Company recorded interest income in the amount of $4,011 on the CannAssist Note. At May 31, 2019, the principal amount of $150,000 and interest receivable in the amount of $4,011 are due under the CannAssist Note and are classified as current assets on the Company’s balance sheet. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 10 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at May 31, 2019 and 2018. May 31, May 31, 2019 2018 Office equipment $ 53,152 $ 2,674 Furniture & fixtures 140,701 - Machinery & equipment 969,196 - Leasehold improvements 1,293,660 - Less: accumulated depreciation (546,408 ) (2,674 ) Property and equipment, net $ 1,910,301 $ - During the year ended May 31, 2019, the Company acquired property, plant, and equipment with an aggregate fair value of $933,142 with the acquisition of Alternative Solutions. See note 4. The Company also made payments in the amount of $1,037,262 for property and equipment during the year ended May 31, 2019. Depreciation expense totaled $173,277 and $890 for the years ended May 31, 2019 and 2018, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
May 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 11 – INTANGIBLE ASSETS Intangible assets consisted of the following at May 31, 2019 and 2018: May 31, 2019 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (29,297 ) $ 290,303 License & Customer Relations 990,000 (45,375 ) 944,625 Tradenames - Trademarks 301,000 (27,592 ) 273,408 Non-compete Agreements 27,000 (12,378 ) 14,622 Domain Names 3,963 (1,834 ) 2,129 Total $ 1,641,563 $ (116,476 ) $ 1,525,087 May 31, 2018 Accumulated Gross Amortization Net Intellectual Property $ - $ - $ - License & Customer Relations - - - Tradenames - Trademarks - - - Non-compete Agreements - - - Domain names 2,300 (1,402 ) 898 Total $ 2,300 $ (1,402 ) $ 898 Total amortization expense charged to operations for the years ended May 31, 2019 and 2018 was $115,074 and $432, respectively. Amount to be amortized during the twelve months ended May 31, 2020 $ 125,600 2021 114,271 2022 111,560 2023 111,560 2024 111,560 Thereafter 950,536 $ 1,525,087 |
GOODWILL
GOODWILL | 12 Months Ended |
May 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | NOTE 12 – GOODWILL The Company recorded goodwill in the amount of $25,742,899 in connection with the acquisition of Alternative Solutions on June 27, 2018 (see note 4). Goodwill is tested for impairment on an annual basis utilizing the two-step process set forth in ASC 350 and ASC 360. The first step of this process compares the book value of the Company with its fair value. If the fair value exceeds its carrying amount (including recorded goodwill), no goodwill impairment has occurred. Since the fair value of the Company based upon market price of the Company’s common stock exceeded the carrying value (including goodwill) at May 31, 2019, no indication of goodwill impairment exists. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
May 31, 2019 | |
Other Non-current Assets Disclosure [Abstract] | |
Other Non-current Assets Disclosure [Text Block] | NOTE 13 – OTHER ASSETS Other assets included the following as of May 31, 2019 and May 31, 2018: February 28, May 31, 2019 2018 Security deposits 167,455 - $ 167,455 $ - |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
May 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 14 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following at May 31, 2019 and 2018: May 31, May 31, 2019 2018 Trade accounts payable $ 510,210 $ 726,457 Accrued payroll and payroll taxes 230,119 44,465 Accrued liabilities 625,399 - Deferred rent liability 151,399 55,699 Total $ 1,517,127 $ 826,621 |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 15 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Notes Payable May 31, May 31, 2019 2018 On February 7, 2018, the Company issued a note payable to Todd Blatt in the amount of $210,000 the “Blatt Note”). This note accrues interest at a rate of 6% per annum and is due on February 7, 2019. During the year ended May 31, 2019, the Company accrued interest in the amount of $1,726 on the Blatt Note. On July 20, 2018, the Company made principal and interest payments in the amount of $210,000 and $5,627, respectively, on the Blatt Note. $ - $ 210,000 On February 7, 2018, the Company issued a note payable to AJG Group in the amount of $200,000 the “AJG Note”). 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 principal payment in the amount of $100,000 and accrued interest in the amount of $2,696 on the AJG note. During the year ended May 31, 2019, the Company accrued interest in the amount of $641 on the AJG Note. On July 9, 2018, the Company made principal and interest payments in the amount of $100,000 and $3,337, respectively, on the AJG Note. - 100,000 The Company issued a secured note payable to Serenity Wellness Enterprises, LLC, as nominee (“Oasis Note”). dated June 27, 2018 in the principal amount of $4,000,000 and bearing interest at a rate of 6% per annum pursuant to the Membership Interest Purchase Agreement with Alternative Solutions. The note is due on December 4, 2019, but 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 recognized an original issue discount of $189,180 on the Oasis Note. During the year ended May 31, 2019, $121,796 of this discount was charged to operations. During the year ended May 31, 2019, the Company accrued interest in the amount of $225,333 on the Oasis Note. 4,000,000 - Total – Notes Payable $ 4,000,000 $ 310,000 Less: Discount (67,384 ) - Notes Payable, Net of Discounts $ 3,932,616 $ 310,000 Current portion $ 3,932,616 $ 310,000 Long term portion $ - $ - Related Party Convertible Demand 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 Amendment. 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 year 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. The following tables summarize the Company’s loan balances at May 31, 2019 and 2018: May 31, May 31, 2019 2018 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 10% per annum, have no maturity date and are due on demand. Effective May 31, 2017, pursuant to the Omnibus Loan Amendment, 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 year 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, which were converted or repaid as of May 31, 2018. 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. During the year ended May 31, 2019, the Company paid principal and accrued interest in the amounts of $137 and $3,338, respectively, on the Binder Funding Notes. $ - $ 137 May 31, 2019 May 31, 2018 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% per annum, have no maturity date and are due on demand. 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 year 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, which were converted or repaid as of May 31, 2018. 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 were charged to additional paid-in capital and amortized to interest expense. During the year ended May 31, 2019, principal in the amount of $75,000 and accrued interest in the amount of $1,931 was transferred out of the Newcan Funding Notes and used to create a new convertible note payable to Newcan (“Newcan Convertible Note 8”). During the year ended May 31, 2019, the Company accrued interest in the amount of $1,377 on the Newcan Funding Notes. - 75,000 Total – Demand Convertible Notes Payable, Related Parties $ - $ 75,137 Total – Demand Convertible Notes Payable, Related Parties - Current portion $ - $ 75,137 Total – Demand Convertible Notes Payable, Related Parties - Long term portion $ - $ - Convertible Notes Payable, Related Parties May 31, 2019 May 31, 2018 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 year ended May 31, 2018, $942 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $685 on this note. During the year ended May 31, 2019, interest in the amount of $562 was accrued on the Lamadrid note. During the year ended May 31, 2019, the Lamadrid Note, in the amount of $32,497, of which $31,250 was principal and $1,247 was accrued interest, was converted into 103,989 shares of common stock. During the year ended May 31, 2019, the remaining discount in the amount of $30,308 was charged to operations. $ - $ 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 year ended May 31, 2018, the Company amortized $1,890 of this discount to interest expense. During the year ended May 31, 2019, interest in the amount of $699 was accrued on the Binder Convertible Note 9. During the year ended May 31, 2019, the Company made principal and interest payments in the amount of $37,500 and $1,264, respectively, on the Binder Convertible Note 9. During the year ended May 31, 2019 the remaining discount in the amount of $35,610 was charged to operations. - 37,500 May 31, 2019 May 31, 2018 Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated, August 6, 2018 in the original amount of $75,000 (the “Newcan Convertible Note 8”). The Newcan Convertible Note 8 was funded with the conversion of $75,000 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, 2019, at which time all of the accrued interest becomes due and payable. Commencing on January 1, 2020, the first of eight principal payments in the amount of $9,375 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 $0.40 converted. The Company recognized a discount of $58,594 on the Newcan Convertible Note 8 related to the value of the beneficial conversion feature at the time of issuance. During the year ended May 31, 2019, the Company accrued interest expense in the amount of $1,603 on the Newcan Convertible Note 8. During the year ended May 31, 2019, the note holder converted $78,534, of which $75,000 was principal and $3,534 was accrued interest into 196,336 shares of common stock. Also during the year ended May 31, 2019, the remaining discount in the amount of $57,322 was charged to operations. - - Total – Convertible Notes Payable, Related Parties $ - $ 68,750 Less: Discount - (65,918 ) Convertible Notes Payable, Related Parties, Net of Discounts $ - $ 2,832 Convertible Notes Payable, Related Parties, Net of Discounts, Current Portion $ - $ 2,832 Convertible Notes Payable, Related Parties, Net of Discounts, Long-term Portion - - Convertible Notes Payable May 31, 2019 May 31, 2018 Convertible promissory note payable to Darling Capital, LLC (the “Darling Note”) dated February 5, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $500,000 and the Darling Note has an original issue discount of $50,000. The Darling Note is due eighteen months from the date of issue. Darling may, at its option, convert all or a portion of the Darling Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.3125 per share. The Darling 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 Darling Note will be reset to such lower price. The Company recognized a discount of $550,000 on the Darling Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $40,427 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $13,863 on this note. During the year ended May 31, 2019, the Company accrued interest in the amount of $1,447 on this note. During the year ended May 31, 2019, the holder of the Darling Note converted $565,000, of which $550,000 was principal and $15,000 was accrued interest, into 1,808,000 shares of common stock. Also, during the year ended May 31, 2019, the remaining discount in the amount of $509,573 was charged to operations. $ - $ 550,000 Convertible promissory note payable to Efrat Investments, LLC (the “Efrat Note”) dated February 12, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $50,000 and the Efrat Note has an original issue discount of $5,000. The Efrat Note is due eighteen months from the date of issue. Efrat may, at its option, convert all or a portion of the Efrat Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.3125 per share. The Efrat 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 Efrat Note will be reset to such lower price. The Company recognized a discount of $55,000 on the Efrat Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $2,974 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $1,302 on this note. During the year ended May 31, 2019, the Company accrued interest in the amount of $898 on this note. During the year ended May 31, 2019, the holder of the Efrat Note converted $57,200, of which $55,000 was principal and $2,200 was accrued interest into 183,040 shares of common stock. Also during the year ended May 31, 2019, the remaining discount in the amount of $52,026 was charged to operations. - 55,000 May 31, 2019 May 31, 2018 Convertible promissory note payable to YA II PN, Ltd. (the “YA II PN Note”) dated May 14, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $750,000, and the note is due on November 14, 2019. YA II PN may, at its option, convert all or a portion of the YA II PN Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share. The YA II PN Note also contains a reset feature, whereby, absent certain exceptions, if the Company issues equity securities at an effective price less than $0.40 per share of common stock, the conversion price of the YA II PN Note will be reset to such lower price. The Company recognized a discount of $750,000 related to the beneficial conversion feature at the time of issuance. Commencing on December 1, 2018, absent certain exceptions, the first of eight payments in the amount of $93,750 will become due; subsequent payments will become due on the first day of each of the following months until paid in full. During the year ended May 31, 2018, $23,224 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $2,795 on this note. During the year ended May 31, 2019, a reset event occurred. As a result, the conversion price of the YA II PN Note was reduced to $0.34 per share of common stock. This was considered a material modification of the note; the remaining balance of the discount to the note in the amount of $699,628 was charged to interest expense, a new discount in the amount of $750,000 was charged to additional paid-in capital, and $620,052 of the new discount was amortized to interest expense. During the year ended May 31, 2019, the Company accrued interest expense in the amount of $36,274 on the YA II PN Note. During the year ended May 31, 2019, the holder of the YA II PN Note converted principal in the amount of $500,000 and accrued interest in the amount of $36,274 into 1,340,684 shares of common stock. Also during the year ended May 31, 2019, the Company made principal and interest payments in the amount of $250,000 and $2,630, respectively, along with a prepayment penalty in the amount of $62,500 on the YA II PN Note. - 750,000 Unsecured convertible note issued to Jay Lasky (the “Lasky Note”), dated May 3, 2018 in the original principal amount of $25,000. 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 on 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. The Lasky Note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.40 converted. The Company recognized a discount of $7,301 on the Lasky Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $149 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $192 on this note. During the year ended May 31, 2019, $7,152 of this discount was charged to operations. Also during the year ended May 31, 2019, the Company accrued interest in the amount of $993 on this note. During the year ended May 31, 2019, the holder of the Lasky Note converted $26,185, of which $25,000 was principal and $1,185 was accrued interest, into 65,462 shares of common stock. - 25,000 May 31, 2019 May 31, 2018 Convertible promissory note payable to YA II PN, Ltd. (the “YA II PN Note 2”) dated July 20, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $500,000, and the note is due on November 14, 2019. YA II PN may, at its option, convert all or a portion of the YA II PN Note 2 and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share. The YA II PN Note 2 also contains a reset feature, whereby, absent certain exceptions, if the Company issues equity securities at an effective price less than $0.40 per share of common stock, the conversion price of the YA II PN Note 2 will be reset to such lower price. The Company recognized a discount of $362,500 related to the beneficial conversion feature at the time of issuance. Commencing on December 1, 2018, absent certain exceptions, the first of eight payments in the amount of 62,500 will become due; subsequent payments will become due on the first day of each of the following months until paid in full. During the year ended May 31, 2019, $362,500 of this discount was charged to operations. During the year ended May 31, 2019, the Company accrued interest in the amount of $24,438 on this note. Also during the year ended May 31, 2019, the Company made principal and interest payments in the amount of $500,000 and $24,658, respectively, along with a prepayment penalty in the amount of $125,000 on the YA II PN Note 2. - - Convertible debenture in the principal amount of $4,000,000 (the “U.S. Convertible Debenture 1”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 matures on a date that is three years following issuance. The U.S. Convertible Debenture 1 is convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 1 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 1 is an unsecured obligation of the Company and ranks pari passu 4,135,306 - Convertible debenture in the principal amount of $1,000,000 (the “U.S. Convertible Debenture 2”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 matures on a date that is three years following issuance. The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 2 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 2 is an unsecured obligation of the Company and ranks pari passu 1,033,827 - May 31, 2019 May 31, 2018 Convertible debenture in the principal amount of $100,000 (the “U.S. Convertible Debenture 3”) dated October 24, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 matures on a date that is three years following issuance. The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 3 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 3 is an unsecured obligation of the Company and ranks pari passu 103,541 - Convertible debenture in the principal amount of $532,000 (the “U.S. Convertible Debenture 4”) dated October 25, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 matures on a date that is three years following issuance. The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 4 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 4 is an unsecured obligation of the Company and ranks pari passu 550,719 - Convertible debenture in the principal amount of $150,000 (the “U.S. Convertible Debenture 5”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 matures on a date that is three years following issuance. The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 5 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 5 is an unsecured obligation of the Company and ranks pari passu 155,244 - May 31, 2019 May 31, 2018 Convertible debenture payable in the principal amount of $75,000 (the “U.S. Convertible Debenture 6”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 matures on a date that is three years following issuance. The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 6 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 6 is an unsecured obligation of the Company and ranks pari passu 77,622 - Seventy-two convertible debentures payable in the aggregate principal amount of $12,012,000 (the “Canaccord Debentures”) dated December 12, 2018, which bear interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures mature on a date that is three years following issuance. The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The Canaccord Debentures have other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The Canaccord Debentures are unsecured obligations of the Company and rank pari passu 12,303,971 - Total - Convertible Notes Payable $ 18,360,230 $ 1,380,000 Less: Discount (3,819,010 ) (1,295,527 ) Convertible Notes Payable, Net of Discounts $ 14,541,220 $ 84,473 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ - $ 43,401 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ 14,541,220 $ 41,072 Discounts on notes payable amortized to interest expense – years ended May 31, 2019 and 2018, respectively $ 3,576,161 $ 2,534,104 Aggregate maturities of notes payable and convertible notes payable as of May 31, 2019 are as follows: For the twelve months ended May 31, 2020 $ 4,000,000 2021 - 2022 18,360,230 2023 - 2024 - Thereafter - Total $ 22,360,230 Beneficial Conversion Features The Darling Note, Efrat Note, Lamadrid Note and YA II PN Notes contained conversion features that create derivative liabilities. The prici |
CONTINGENT LIABILITY
CONTINGENT LIABILITY | 12 Months Ended |
May 31, 2019 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | NOTE 16 – CONTINGENT LIABILITY The terms of the Company’s acquisition of Alternative Solutions, include a payment of $1,000,000 contingent upon the Oasis LLCs achieving certain revenue targets. (see note 4). The fair value of this contingent consideration at the time of the Acquisition Agreement was $678,111 as determined by the Company’s outside valuation consultants. Management has reviewed the value of the contingent consideration, and has concluded that, due to the increased revenue of Alternative Solutions, the fair value of this contingent liability was $1,000,000 at May 31, 2019. The Company recorded a charge to operations in the amount of $321,889 during the year ended May 31, 2019. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
May 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 17 – STOCKHOLDERS’ EQUITY The Company’s authorized capital stock consists of 750,000,000 and 250,000,000 shares of common stock, par value $0.0001, at May 31, 2019 and 2018, respectively, and 20,000,000 shares of preferred stock, par value $0.001 per share. The Company had 125,839,095 and 50,128,972 shares of common stock issued and outstanding as of May 31, 2019 and 2018, respectively. The Company recorded imputed interest of $807 and $1,076 during the years ended May 31, 2019 and 2018 on related party payables due to a director and officer of the Company. The Company recorded imputed interest of $807 and $804 during the year ended May 31, 2019 and 2017 on related party payables due to a director and officer of the Company, and charged this amount to additional paid-in capital . Year ended May 31, 2019: Stock Issued upon Conversion of Notes Payable On June 12, 2018, Darling Capital, holder of a convertible promissory note, converted a total of $565,000, which consisted of $550,000 of principal and $15,000 of accrued interest, into 1,808,000 shares of common stock. On August 9, 2018, Efrat Investments, holder of a convertible promissory note, converted a total of $57,200, which consisted of $55,000 of principal and $2,200 of accrued interest, into 183,040 shares of common stock. On August 21, 2018, David Lamadrid, a former executive officer of the Company and holder of a convertible promissory note, converted a total of $32,497, which consisted of $31,250 of principal and $1,247 of accrued interest, into 103,989 shares of common stock. On August 23, 2018, Jay Lasky, holder of a convertible promissory note, converted a total of $26,185, which consisted of $25,000 of principal and $1,185 of accrued interest, into 65,462 shares of common stock. On October 23, 2018, Newcan, which is owned by a director of the Company and is the holder of a convertible promissory note, converted a total of $78,534, which consisted of $75,000 of principal and $3,534 of accrued interest, into 196,336 shares of common stock. On November 14, 2018, YA II PN, holder of a convertible promissory note, converted a total of $280,247, which consisted of $250,000 of principal and $30,247 of accrued interest, into 700,616 shares of common stock. On January 8, 2019, YA II PN, holder of a convertible promissory note, converted a total of $256,027 which consisted of $250,000 of principal and $6,027 of accrued interest, into 640,068 shares of common stock. There were no gains or losses on the conversion of notes payable during the year ended May 31, 2019, as all conversions were made pursuant to the terms of the convertible note agreements. Stock Issued for Services On June 24, 2018, pursuant to the terms of a severance agreement between the Company and David Lamadrid, the Company issued 600,000 shares of restricted common stock to Mr. Lamadrid. These shares were valued at $264,000 based upon the Company’s stock price of $0.44 on Mr. Lamadrid’s date of employment; $213,320 of this amount had been previously expensed. The remaining $50,680 was charged to operations during the year ended May 31, 2019. On July 24, 2018, the Company awarded Star Associates, LLC, a limited liability company owned by Andrew Glashow, a director and executive officer of the Company, a cash payment in the amount of $250,000 and 700,000 shares of the Company’s restricted 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. The shares were valued at $490,000 based upon the Company’s stock price of $0.70 at the date of the grant, and were charged to operations during the year ended May 31, 2019. On September 11, 2018, the Company issued 31,250 shares of common stock valued at $25,310 based upon the Company’s stock price of $0.81 at the date of the grant in exchange for legal services previously rendered to the Company. These shares were accrued on February 8, 2018, and were issued from stock payable. Stock Issued for Acquisition On June 27, 2018, the Company issued 22,058,823 shares of its common stock pursuant to the terms of the Alternative Solutions Acquisition Agreement. These shares were valued at $15,441,176. (See note 4). Special Warrants Issued in Offering 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 C$13,037,859 (USD$9,785,978). Pursuant to the offering, the Company issued 28,973,020 special warrants at a price of C$0.45 (USD$0.34) per special warrant. Each special warrant was automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that was five business days following the date on which the Company obtained 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 was intended to be no later than November 30, 2018, and (ii) the date that was four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, known as Oasis Cannabis. The Company allocated $4,226,394 of the proceeds from the sale of the special warrants to the underlying stock, and $5,559,584 of the value to the underlying warrants. The value of the warrants underlying the special warrants was determined utilizing the Black-Scholes valuation model. The Company recorded a loss on currency conversion in the amount of $403,588 in connection with the special warrants during the year ended May 31, 2019. In connection with the offering, the Company paid Canaccord Genuity Corp. a cash commission equal to C$1,043,028 (USD$799,053), a corporate finance fee equal to 1,448,651 special warrants, and 2,317,842 compensation broker warrants valued at $1,495,373. Each compensation broker warrant entitles the holder thereof to acquire one unit at a price of C$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. The 1,448,651 special warrants that were issued were valued at $1,413,300 and were charged to operations during the year ended May 31, 2019. Upon exercise of the special warrants, each unit was to consist of one share of the Company's common stock and one warrant to purchase one share of common stock. Each warrant was to be exercisable at a price of C$0.65 for three years after the Company's common stock was listed on a recognized Canadian stock exchange, subject to adjustment in certain events. Because the Company did not receive a receipt from the applicable Canadian securities authorities for the qualifying prospectus by August 20, 2018, the unexercised special warrants were adjusted to entitle the holders to receive 1.1 units instead of one unit of the Company. This resulted in the issuance of an additional 3,042,167 units. This penalty was valued at $7,142,550 and was charged to operations during the year ended May 31, 2019. On February 28, 2019, all of the special warrants were automatically converted into 33,463,838 shares of common stock and warrants to purchase 33,463,838 shares of common stock for CD$0.65 per share. Stock Issued in Navy Capital Offering On July 31, 2018, the Company entered into a Subscription Agreement with Navy Capital Green International, Ltd, (the “Navy Capital Offering”) for 7,500,000 units at a price of $0.40 per unit, or an aggregate amount of $3,000,000. The units collectively represent (i) 7,500,000 shares of common stock, and (ii) three-year warrants to purchase an aggregate of 7,500,000 shares of common stock at an exercise price of $0.60 per share of common stock. In connection with the Navy Capital Offering, between August 8, 2018 and August 10, 2018, the Company entered into five subscription agreements for a total of 6,875,000 units at a price of $0.40 per unit, or an aggregate purchase price of $2,750,000. The units collectively represent (i) 6,875,000 shares of common stock, and (ii) three-year warrants to purchase an aggregate of 6,875,000 shares of common stock at an exercise price of $0.60 per share of common stock. Stock Issued to Officers Effective July 1, 2018, the Company granted the Chief Executive Officer of CLS Nevada, Inc. a one-time signing bonus of 500,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement. These shares were valued at $350,000 and will be amortized over the vesting period. As of May 31, 2019, $325,417 had been charged to operations, and is carried as Common Stock Subscribed on the Company’s balance sheet at May 31, 2019. Effective July 1, 2018, the Company granted the Chief Operating Officer of CLS Nevada, Inc. a one-time signing bonus of 50,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement. These shares were valued at $35,000 and will be amortized over the vesting period. As of May 31, 2019, $32,542 had been charged to operations, and is carried as Common Stock Subscribed on the Company’s balance sheet at May 31, 2019. Effective August 1, 2018, the Company granted 25,000 shares of restricted common stock to its then Chief Financial Officer. These shares vested four months after issuance. The shares were valued at $17,500, and were amortized over the vesting period. On April 11, 2019, these shares were issued. Effective March 1, 2019, the Company granted its President and Chief Operating Officer Chief Operating Officer 500,000 shares of restricted common stock, which shall become fully vested two years from the effective date of his employment agreement. These shares were valued at $215,500 and will be amortized over the vesting period. As of May 31, 2019, $26,938 had been charged to operations, and is carried as Common Stock Subscribed on the Company’s balance sheet at May 31, 2019. Effective May 2, 2019, the Company granted its Chief Financial Officer 50,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement. These shares were valued at $17,995 and will be amortized over the vesting period. As of May 31, 2019, $1,428 had been charged to operations, and is carried as Common Stock Subscribed on the Company’s balance sheet at May 31, 2019. Stock Issued upon Cashless Exercise of Warrants On August 14, 2018, the Company issued 129,412 shares of common stock upon the cashless exercise of warrants to purchase 350,000 shares of common stock at an exercise price of $0.75 per share. On September 6, 2018, the Company issued 13,684 shares of common stock upon the cashless exercise of warrants to purchase 40,000 shares of common stock at an exercise price of $0.75 per share. On November 14, 2018, the Company issued 5,867 shares of common stock upon the cashless exercise of warrants to purchase 25,000 shares of common stock at an exercise price of $0.75 per share. Stock Issued for Settlement On November 1, 2018, the Company issued 50,000 shares of common stock with a fair value of $47,500 pursuant to a legal settlement. There was no gain or loss associated with this transaction. Stock Issued for Compensation for Debenture Offering On December 12, 2018, in connection with the issuance of the Canaccord Debentures, the Company issued 559,750 units as compensation for advisory and agent fees. Each unit is comprised of one share of common stock and one-half of one common stock purchase warrant at an exercise price of $1.10 per whole share of common stock. As a result, the Company issued 559,750 shares of common stock as compensation for agent and advisory services. These shares were valued at $557,335, and this amount was charged to operations during the year May 31, 2019. Additional Paid-in Capital During the year ended May 31, 2019, the Company recorded discounts on two convertible notes payable related to the beneficial conversion features in the amounts of $362,500 on the YA II PN Note 2, and $58,594 on the Newcan Convertible Note 8. Also, during the year ended May 31, 2019, a reset event occurred with regard to the YA II PN 2 Note. During the year ended May 31, 2019, the Company recorded an original issue discount on the Oasis Note in the amount of $189,180. On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in the previously issued convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to additional paid-in capital in the aggregate amount of $1,265,751. On June 20, 2018, a reset event occurred in connection with the YA II PN 2 Note (see note 15), and the Company charged the change in fair value of the conversion feature in the amount of $35,833 to additional paid-in capital. This was considered a material modification of the note, and the Company created a new discount to this note in the amount of $750,000, which was charged to additional paid-in capital. During the year ended May 31, 2019, the Company recorded discounts on six convertible debentures related to the beneficial conversion features as follows: a discount of $3,254,896 was recorded on U.S. Convertible Debenture 1; a discount of $813,724 was recorded on U.S. Convertible Debenture 2; a discount of $75,415 was recorded on U.S. Convertible Debenture 3; a discount of $416,653 was recorded on U.S. Convertible Debenture 4; a discount of $120,100 was recorded on U.S. Convertible Debenture 5; and a discount of $60,049 was recorded on U.S. Convertible Debenture 6. Warrants On June 27, 2018, the Company incurred a penalty in connection with the WestPark Offering due to the late filing of the registration statement that included the resale of the securities that were sold in such offering. As a result of the penalty, the Company issued three-year common stock warrants to purchase an aggregate of 1,368,250 shares of the Company’s common stock at an exercise price of $0.50 per share. In addition, the Company reduced the exercise price of the common stock purchase warrants previously issued to the investors in the WestPark Offering from $0.75 per share to $0.50 per share. The fair value of the penalty was $941,972; this amount was charged to operations during the three months ended August 31, 2018. On July 20, 2018, in connection with the Company’s sale of a convertible debenture, the Company issued to YA II PN, Ltd. a five-year common stock purchase warrant to purchase 1,250,000 shares of the Company’s common stock at an initial exercise price of $0.60 per share. On August 6, 2018, the Company issued three-year common stock purchase warrants to purchase an aggregate of 7,500,000 shares of the Company’s common stock at an exercise price of $0.60 per share, to investors in the Navy Capital Offering. On August 8, 2018, the Company issued three-year common stock purchase warrants to purchase an aggregate of 6,875,000 shares of the Company’s common stock at an exercise price of $0.60 per share, to investors in the Navy Capital Offering. Unit Warrants On June 20, 2018, in connection with the special warrant offering, the Company issued Canaccord Genuity Corp. 2,317,842 three-year broker warrants at an exercise price of C$0.45 per share as compensation. Each warrant entitles the holder to purchase one unit, which consists of one share of common stock and a warrant to purchase one share of common stock, for C$0.65 per share. These warrants were valued at $1,495,373, and this amount was charged to operations during the three months ended August 31, 2018. On December 12, 2018, in connection with the issuance of the Canaccord Debentures, the Company issued Canaccord Genuity Corp. as compensation 1,074,720 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share. The Company, in connection with the issuance of the Canaccord Debentures, also issued to National Bank Financial Inc., as compensation, 268,680 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share. The aggregate value of these warrants was $874,457, which was charged to operations during the year ended May 31, 2019. Special Warrants On June 20, 2018, the Company sold 28,973,019 special warrants for net proceeds of US$9,785,978. Each special warrant was automatically exercisable, for no additional consideration, for units of the Company on the earlier of: (i) the date that was five business days following the date on which the Company obtained 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 was intended to be no later than November 30, 2018, and (ii) the date that was four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, known as Oasis Cannabis, which was June 28, 2018. The Company allocated $4,226,394 of the proceeds from the sale of the special warrants to the underlying stock, and $5,559,584 of the value to the underlying warrants. The value of the warrants underlying the special warrants was determined utilizing the Black-Scholes valuation model. The Company recorded a loss on currency conversion in the amount of $403,588 in connection with the special warrants during the year ended May 31, 2019. Upon exercise of the special warrants, each unit was to consist of one share of the Company's common stock and one warrant to purchase one share of common stock. Each warrant was to be exercisable at a price of C$0.65 for three years after the Company's common stock was listed on a recognized Canadian stock exchange, subject to adjustment in certain events. Because the Company did not receive a receipt from the applicable Canadian securities authorities for the qualifying prospectus by August 20, 2018, the unexercised special warrants were adjusted to entitle the holders to receive 1.1 units instead of one unit of the Company. This resulted in the issuance of an additional 3,042,167 units. This penalty was valued at $7,142,550 and was charged to operations during the year ended May 31, 2019. On February 28, 2019, all of the special warrants were automatically converted into 33,463,838 shares of common stock and warrants to purchase 33,463,838 shares of common stock for CD$0.65 per share. The Company valued warrants using the Black-Scholes valuation model utilizing the following variables: May 31, May 31, 2019 2018 Volatility 79.02 to 400.3 % 99.36 to 99.53 % Dividends $ 0 $ 0 Risk-free interest rates 2.68% to 2.77 % 2.52% to 2.65 % Term (years) 3 3 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 were issued in August, 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. Stock Issued upon Note Conversions 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 a note issued in April 2015 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 a note that accrued interest at 8% per annum 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. 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 7, 2018 in connection with the WestPark Offering, the Company issued 870,000 warrants to purchase one share of common stock each at a price of $0.75 per share. 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 21, 2018 in connection with the WestPark Offering, the Company issued 80,000 warrants to purchase one share of common stock each at a price of $0.75 per share. On February 26, 2018, in connection with the Company’s sale of a convertible debenture, the Company issued David Lamadrid, a former executive officer of the Company, 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 February 28, 2018 in connection with the WestPark Offering, the Company issued 65,000 warrants to purchase one share of common stock each at a price of $0.75 per share. 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, in connection with the WestPark Offering, the Company issued 65,000 warrants to purchase one share of common stock each at a price of $0.75 per share. 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 charged 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. Unit Warrants As of May 31, 2018, the Company had issued to WestPark Capital, Inc., the placement agent for the WestPark Offering, 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”). 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 Warrants were valued at $503,655, which amount was charged to operations during the year ended May 31, 2018. During the year ended May 31, 2019, in connection with the Special Warrant Offering, the Company issued 2,317,842 broker warrants. Each broker 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 our common stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events. Each unit consists of one share of Common Stock, and one warrant to purchase a share of Common Stock. During the year ended May 31, 2019, in connection with the issuance of the Canaccord Debentures, the Company issued Canaccord Genuity Corp., as compensation, 1,074,720 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of Common Stock and a warrant to purchase one-half share of Common Stock at an exercise price of $1.10 per share. The Company, in connection with the issuance of the Canaccord Debentures, also issued to National Bank Financial Inc., as compensation, 268,680 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of Common Stock and a warrant to purchase one-half share of Common Stock at an exercise price of $1.10 per share. The aggregate value of these warrants was $874,457, which was charged to operations during the year ended May 31, 2019. Additional Paid-in-Capital During the year ended May 31, 2018, the Company recorded discounts on convertible notes payable related 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. The following table summarizes the significant terms of warrants outstanding at May 31, 2019. This table does not include the unit warrants. See Unit Warrants section below. Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.49 33,465,110 2.50 $ 0.49 33,465,110 $ 0.49 0.50 2,736,500 2.73 0.50 2,736,500 0.50 0.60 17,500,000 2.50 0.60 17,500,000 0.60 0.75 837,500 1.73 0.75 837,500 0.75 1.10 279,875 2.54 1.10 279,875 1.10 54,818,985 2.50 $ 0.53 54,818,985 $ 0.53 Transactions involving warrants are summarized as follows. This table does not include the special warrants or unit warrants. See Special Warrants and Unit Warrants sections below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2017 - $ - Granted 4,495,750 $ 0.61 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2018 4,495,750 $ 0.61 Granted 50,738,235 $ 0.53 Exercised (415,000 ) $ 0.75 Cancelled / Expired - $ - Warrants outstanding at May 31, 2019 54,818,985 $ 0.53 Special Warrants On June 20, 2018, the Company sold 28,973,019 special warrants (see Special Warrants section above). Each special warrant was exercisable at no additional charge to acquire one share of the Company’s Common Stock and one three-year warrant to purchase one share of Common Stock at a price of C$0.65. All of the special warrants were exercised during the year ended May 31, 2019. Because the special warrants were exercisable for Common Stock and warrants, they were not included in the warrant tables above. There were no special warrants outstanding at May 31, 2018 or 2019. Unit Warrants During the year ended May 31, 2018, the Company issued five-year warrants to purchase 205,238 of the Company’s units at an exercise price of $1.25 per unit. Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share. During the year ended May 31, 2019, the Company issued 2,317,842 broker warrants. Each broker 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 our Common Stock is listed on a recognized Canadian stock exchange, subject to adjustment in certain events. Each unit consists of one share of Common Stock, and one warrant to purchase a share of Common Stock. During the year ended May 31, 2019, in connection with the issuance of the Canaccord Debentures, the Company issued an aggregate of 1,343,400 three-year compensation warrants. Each compensation warrants warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of Common Stock and a warrant to purchase one-half share of Common Stock at an exercise price of $1.10 per share. Because the unit warrants are exercisable for Common Stock and warrants, they are not included in the warrant tables above. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 18 – RELATED PARTY TRANSACTIONS As of May 31, 2019 and 2018, the Company owed the amount of $0 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 2019 and 2018, 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, 2019 and 2018, the Company had related party payables in the amount of $0 and $17,930, respectively, 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 $807 and $1,076 during the years ended May 31, 2019 and 2018, respectively. These interest accruals were charged to additional paid-in capital. The Company repaid the amount of $17,930 to the officers and directors effective March 1, 2019. On July 27, 2018, the Company granted 25,000 shares of restricted common stock to Frank Tarantino, its former Chief Financial Officer. These shares vested four months after issuance. The shares were valued at $17,500, and were amortized over the vesting period. These shares were issued on April 11, 2019. On July 31, 2018, the Company granted the Chief Executive Officer of CLS Nevada, Inc. a one-time signing bonus of 500,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement. These shares were valued at $355,000 and will be amortized over the vesting period. As of May 31, 2019, $325,417 had been charged to operations. On July 31, 2018, the Company granted the Chief Operating Officer of CLS Nevada, Inc. a one-time signing bonus of 50,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement. These shares were valued at $35,000 and will be amortized over the vesting period. As of May 31, 2019, $32,542 had been charged to operations. 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 shares of restricted 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. The shares were valued at $490,000 and were charged to operations during the year ended May 31, 2019. Related Party Notes Payable 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 ) 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. During the year ended May 31, 2019, the Company made principal and interest payments to Mr. Binder in the amount of $37,500 and $3,903, respectively. At May 31, 2019, the Company had no principal or accrued interest payable to Mr. Binder. During the year ended May 31, 2019, David Lamadrid converted principal in the amount of $31,250 and accrued interest in the amount of $1,247 into a total of 103,989 shares of common stock. At May 31, 2019, the Company had no principal or accrued interest payable to Mr. Lamadrid. During the year ended May 31, 2019, Newcan Investment Partners, LLC, converted principal in the amount of $75,000 and accrued interest in the amount of $3,534 into a total of 196,336 shares of common stock. At May 31, 2019, the Company had no principal or accrued interest payable to Newcan Investment Partners, LLC. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 19 – 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, 2019 and 2018, 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 Company’s tax rate was reduced from 34% for the year ended May 31, 2018 to 21% for the year ended May 31, 2019 due to changes in the federal income tax rate enacted by the 2018 Tax Cuts and Jobs Act. 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, 2019 2018 Federal and state statutory rate 21 % 34 % Net operating loss carry forwards 3,802,491 2,790,481 Valuation allowance for deferred tax assets (3,802,491 ) (2,790,481 ) Net deferred tax assets - - As of May 31, 2019 and 2018, the Company had net operating loss carry forwards of approximately $3,802,491 and $2,790,481 available to offset future taxable income. The net operating loss carry forwards, if not utilized, will begin to expire in 2037. 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 realized. Accordingly, the Company has provided for a full valuation allowance against its net deferred tax assets at May 31, 2019 and 2018. The Company had no uncertain tax positions as of May 31, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 20 – COMMITMENTS AND CONTINGENCIES Lease Arrangement s The Company leases several facilities for office, warehouse, and retail space. Currently lease commitments are as follows: An eighteen month lease, which commenced February, 2019, for 1,400 square feet of office space located at 1718 Industrial Road, Las Vegas, NV 89102 for the initial amount of $1,785 per month, increasing to $1,887 per month; A five-year lease, which commenced July, 2014 and was extended to June 30, 2023, for 1,000 square feet of storefront plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102 for the initial amount of $7,500 per month, increasing to $9,501 per month; An eighteen month lease, which commenced February, 2019, for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for the initial amount of $3,210 per month, increasing to $3,339 per month; A five-year lease, which commenced January, 2016, for 22,000 square feet of warehouse space located at 203 E. Mayflower Avenue, North Las Vegas, NV 89030 for the initial amount of $11,000 per month, increasing to $29,000 per month. Five-year minimum lease payments under current lease agreements as of May 31, 2019 are as follows: For the twelve months ended May 31, 2020 $ 485,030 2021 379,092 2022 110,459 2023 113,735 2024 9,501 Thereafter - Total $ 1,097,817 In connection with the Company’s planned Colorado operations, 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, 2019. Contingent Liability At the time of closing of the Acquisition Agreement, Alternative Solutions owed certain amounts to a consultant known as 4Front Advisors, which amount was in dispute. In August 2019, we made a payment to this company to settle this dispute and the Oasis Note was reduced accordingly. 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. 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, 2019 and 2018, the Company had accrued compensation due to Mr. Binder in the amounts of $0 and $37,500, respectively. 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 was entitled to receive an annual salary of $150,000. Further, he was 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”), was expected to indirectly receive the benefits of the Colorado operations discussed above. Mr. Bonsett agreed to defer his salary effective July 1, 2017; at May 31, 2019, 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 was entitled to receive an annual salary of $175,000. Further, he was 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 was entitled to a one-time signing bonus of 500,000 shares of restricted common stock of the Company, which were to become fully vested one year from the effective date of the agreement. On July 24, 2018, the Company and Mr. Lamadrid mutually agreed to terminate the employment agreement. Mr. Lamadrid resigned as President and Chief Financial Officer effective as of July 13, 2018. In connection with a severance agreement between the Company and Mr. Lamadrid, the Company paid certain amounts and issued 600,000 shares of common stock to Mr. Lamadrid, and the parties further agreed that neither party would have any further obligations under the Employment Agreement or otherwise after such date. On July 31, 2018, the Company and Mr. Sillitoe entered into a one-year employment agreement. Pursuant to the agreement, Mr. Sillitoe commenced serving as the Chief Executive Officer of CLS Nevada, Inc. effective July 1, 2018. 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 the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of the annual EBITDA of CLS Nevada, Inc. Additionally, Mr. Sillitoe is entitled to a one-time signing bonus of 500,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement assuming Mr. Sillitoe remains employed by the Company on such date. On July 31, 2019, CLS Nevada, Inc. and Mr. Sillitoe amended Mr. Sillitoe’s employment agreement to effect the original intention of the parties that the performance bonus would be based on the results of Alternative Solutions and not CLS Nevada, Inc. The Company and Mr. Decatur entered into a one-year employment agreement effective July 31, 2018. Pursuant to the agreement, Mr. Decatur commenced serving as the Chief Operating Officer of CLS Nevada, Inc. on July 1, 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 the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’ common stock in an amount equal to 3% of the annual EBITDA of CLS Nevada, Inc. Additionally, Mr. Decatur is entitled to a one-time signing bonus of 50,000 shares of restricted common stock, which shall become fully vested one year from the effective date of his employment agreement assuming Mr. Decatur remains employed by the Company on such date. On May 14, 2019, CLS Nevada and Mr. Decatur entered into an amendment to his employment agreement to extend the term of Mr. Decatur's employment agreement by two years instead of relying on the automatic one-year renewal provision in the employment agreement. On July 31, 2019, CLS Nevada, Inc. and Mr. Decatur amended Mr. Decatur’s employment agreement to effect the original intention of the parties that the performance bonus would be based on the results of Alternative Solutions and not CLS Nevada, Inc. On May 2, 2019, the Company and Gregg Carlson entered into a one-year employment agreement. Pursuant to the employment agreement, Mr. Carlson commenced serving as the Company’s Chief financial Officer on May 1, 2019 and will continue his employment with us pursuant to the terms of his one-year employment agreement with Alternative Solutions effective April 8, 2019. Mr. Carlson receives an annual salary of $110,000, and received 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 his employment agreement assuming Mr. Carlson remains employed by the Company on such date. At May 31, 2019 and 2018, 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. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
May 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 21 – 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, 2019 and 2018. May 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,265,751 $ 1,265,751 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, 2018 $ 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 Reclassify to equity pursuant to ASU 2017-11 (1,265,751 ) Balance as of May 31, 2019 $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 22 – SUBSEQUENT EVENTS U.S. Convertible Debentures On July 26, 2019, the Company, Navy Capital, and two other purchasers of the U.S. Convertible Debentures entered into First Amendments to Convertible Debenture, pursuant to which the parties agreed to adjust the conversion price of the U.S. Convertible Debentures if, in general, the Company issues or sells common stock, or warrants or options exercisable for common stock, or any other securities convertible into common stock, in a capital raising transaction, at a consideration per share, or exercise or conversion price per share, as applicable, less than the conversion price of the U.S. Convertible Debentures in effect immediately prior to such issuance (a “Dilutive Issuance”). In such case, the conversion price of the U.S. Convertible Debentures will be reduced to such issuance price (the “Adjusted Conversion Price”). The amendment also provides that, if a Dilutive Issuance occurs, the warrant to be received upon conversion will be exercisable at a price equal to 137.5% of the Adjusted Conversion Price at the time of conversion of the debenture (the “Revised Warrant Exercise Price”). If a Dilutive Issuance occurs, the form of warrant attached to the subscription agreement shall be amended to change the Initial Exercise Price, as defined therein, to be the Revised Warrant Exercise Price. The remaining terms of the U.S. Convertible Debentures and warrant shall remain in full force and effect. Common Stock Issued On July 8, 2019, the Company issued 16,250 shares of common stock and three-year warrants to acquire 8,125 shares of common stock at a price of $1.10 per share to Canaccord Genuity Corp. in connection with the conversion of a portion of the Canaccord Debentures in the principal amount of $13,000. On July 19, 2019, the Company issued 15,000 shares of common stock and three-year warrants to acquire 7,500 shares of common stock at a price of $1.10 per share to Canaccord Genuity Corp. in connection with the conversion of a portion of the Canaccord Debentures in the principal in the amount of $12,000. On July 22, 2019, the Company issued 500,000 shares of common stock to Ben Sillitoe, Chief Executive Officer of CLS Nevada, in connection with his employment agreement. On July 22, 2019, the Company issued 50,000 shares of common stock to Don Decatur, Chief Operating Officer of CLS Nevada, in connection with his employment agreement. Oasis Note On August 14, 2019, the Company made a prepayment in the amount of $2,500,000, which was applied to the amount due under the Oasis Note. Settlement of Liability On August 14, 2019, the Company made a payment to 4Front Advisors to settle its dispute with Alternative Solutions and its former owners and the Oasis Note was reduced in accordance with its terms. In addition, the amount of $275,000, which the Company had accrued with respect to this dispute, was extinguished. I G H Option On August 26, 2019, the Company and In Good Health, Inc., entered into an agreement to extend the Option Period as follows: The Option Period shall mean the period beginning on January 1, 2020 and ending on January 31, 2020, subject to extension. CannAssist Agreement s On June 24, 2019, the Company advanced the sum of $175,000 to CannAssist, increasing the balance due to the Company under the CannAssist Note to $325,000. On August 26, 2019, and Company and CannAssist entered into an agreement to amend the CannAssist Note as follows: There will be no additional advances under the note beyond the $150,000 advanced on February 4, 2019, and the $175,000 advanced on June 24, 2019. In addition, the CannAssist note shall become due and payable in full on or before February 28, 2020. In addition, the Company and CannAssist terminated the CannAssist Purchase Agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
May 31, 2019 | |
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 Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). 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 $10,525,791 and $52,964 as of May 31, 2019 and 2018. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company generates the majority of its revenues and corresponding accounts receivable from the sale of cannabis, and cannabis related products. The Company evaluates the collectability of its accounts receivable considering a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations to it, the Company records a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believe will be collected. For all other customers, the Company recognizes reserves for bad debts based on past write-off experience and the length of time the receivables are past due. The Company had no bad debts expense during the years ended May 31, 2019 and 2018. |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable values. Our cannabis products consist of prepackaged purchased goods ready for resale, along with produced edibles and extracts developed under our production license. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment”. Based on Step 1 of ASC 350 and ASC 360, there were no impairments to the Company’s long-lived assets as of May 31, 2019. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income ASC 220-10-15 “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. |
Advertising Cost [Policy Text Block] | Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $1,655,374 and $0 for the years ended May 31, 2019 and 2018, respectively. |
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 for the years ended May 31, 2019 and 2018. |
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 sheets at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheets with changes in fair value recognized during each 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 uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 21). On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to equity in the aggregate amount of $1,265,751. 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, 2019 - That the quoted market price of the common stock, which decreased from $0.6865 as of June 1, 2018 to $0.2999 as of May 31, 2019, 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; - That the new convertible notes issued during this period with full resets would be initially issued with conversion prices of $0.40, which were not reset as a result of subsequent transactions; - That an event of default at 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 242.8% during the year ended May 31, 2019; - 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 2017 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. For the year ended May 31, 2018 - That the quoted market price of the common stock, which increased from $0.120 as of June 1 , - 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 |
Revenue [Policy Text Block] | Revenue Recognition Revenue is primarily generated through the Company’s subsidiary, Serenity Wellness Center LLC, d/b/a Oasis Cannabis (“Oasis”). Oasis operates a 24-hour cannabis dispensary that recognizes revenue from the sale of medical and recreational cannabis products within the State of Nevada. Revenue from the sale of cannabis products is recognized by our subsidiary at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. The Company also recognizes revenue from Serenity Wellness Products LLC and Serenity Wellness Growers LLC, d/b/a City Trees. City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of the service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the year ended May 31, 2019. Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2019 and 2018: 2019 2018 Cannabis Dispensary $ 5,492,312 $ - Cannabis Production 2,966,736 - $ 8,459,048 $ - |
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, 2019 and 2018, the Company excluded from the calculation of fully diluted shares outstanding the following shares because the result would have been anti-dilutive: At May 31, 2019 a total of 86,439,117 shares (54,818,985 issuable upon the exercise of warrants; 7,676,974 issuable upon exercise of unit warrants; 23,261,393 upon the conversion of convertible notes payable and accrued interest; and 681,7644 in stock to be issued); at May 31, 2018, the Company excluded from the calculation of fully diluted shares outstanding a total of 10,508,879 shares (5,521,940 issuable upon the exercise of warrants; 4,407,118 upon the conversion of notes payable and accrued interest; and 579,821 in stock payable). 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, 2019 and 2018. |
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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The Company has performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. The Company will adopt the ASU and related amendments on June 1, 2019 and expects to elect certain practical expedients permitted under the transition guidance. The Company will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of the Company’s leases will continue to be classified as operating. During the first quarter of fiscal 2020, the Company will complete its implementation of its processes and policies to support the new lease accounting and reporting requirements. Based on the Company’s lease portfolio as of June 1, 2019, the Company preliminarily estimates the impact of the adoption of ASU 2016-02 to increase both its total assets and total liabilities in the range of $850,000 to $1,050,000. The adoption of this ASU is not expected to have a significant impact on our Consolidated Statements of Operations or Cash Flows. The Company continues to finalize the implementation of the new processes and the assessment of the impact of this adoption on its consolidated financial statements; therefore, the preliminary estimated impacts disclosed can change, and the final impact will be known once the adoption is completed during the first quarter of fiscal 2020. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is effective for fiscal years beginning after December 15, 2017. The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The implementation of this standard did not have a material effect on the Company’s results of operations. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting ASC 606. On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to equity in the aggregate amount of $1,265,751. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2019 and 2018. May 31, May 31, 2019 2018 Office equipment $ 53,152 $ 2,674 Furniture & fixtures 140,701 - Machinery & equipment 969,196 - Leasehold improvements 1,293,660 - Less: accumulated depreciation (546,408 ) (2,674 ) Property and equipment, net $ 1,910,301 $ - |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the years ended May 31, 2019 and 2018: 2019 2018 Cannabis Dispensary $ 5,492,312 $ - Cannabis Production 2,966,736 - $ 8,459,048 $ - |
Estimated Useful LIfe [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | 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. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
ACQUISITION OF ALTERNATIVE SO_2
ACQUISITION OF ALTERNATIVE SOLUTIONS (Tables) | 12 Months Ended |
May 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date estimated fair value of the consideration transferred totaled $27,975,650, which consisted of the following: Initial purchase price $ 2,050,000 Cash paid in connection with transaction 5,995,543 Note payable 3,810,820 Contingent consideration 678,111 Common stock 15,441,176 Total purchase price $ 27,975,650 Net tangible assets $ 595,151 Intangible assets 1,637,600 Goodwill 25,742,899 Total purchase price $ 27,975,650 |
Business Acquisition, Pro Forma Information [Table Text Block] | These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Twelve months ended May 31, 2019 2018 (unaudited) (unaudited) Revenues $ 9,759,956 $ 7,258,443 Net loss $ (26,671,841 ) $ (18,885,612 ) Basic net loss per share $ (0.26 ) $ (0.30 ) Diluted net loss per share $ (0.26 ) $ (0.30 ) Weighted average shares - basic 102,869,612 62,558,436 Weighted average shares - diluted 102,869,612 62,558,436 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
May 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consisted of the following at May 31, 2019 and 2018: May 31, May 31, 2019 2018 Deposits $ 211,493 - Prepaid expenses 178,920 1,410 Total $ 390,413 $ 1,410 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
May 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following: May 31, May 31, 2019 2018 Raw materials $ 323,635 $ - Finished goods 423,198 - Total $ 746,833 $ - |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2019 and 2018. May 31, May 31, 2019 2018 Office equipment $ 53,152 $ 2,674 Furniture & fixtures 140,701 - Machinery & equipment 969,196 - Leasehold improvements 1,293,660 - Less: accumulated depreciation (546,408 ) (2,674 ) Property and equipment, net $ 1,910,301 $ - |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
May 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at May 31, 2019 and 2018: May 31, 2019 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (29,297 ) $ 290,303 License & Customer Relations 990,000 (45,375 ) 944,625 Tradenames - Trademarks 301,000 (27,592 ) 273,408 Non-compete Agreements 27,000 (12,378 ) 14,622 Domain Names 3,963 (1,834 ) 2,129 Total $ 1,641,563 $ (116,476 ) $ 1,525,087 May 31, 2018 Accumulated Gross Amortization Net Intellectual Property $ - $ - $ - License & Customer Relations - - - Tradenames - Trademarks - - - Non-compete Agreements - - - Domain names 2,300 (1,402 ) 898 Total $ 2,300 $ (1,402 ) $ 898 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Total amortization expense charged to operations for the years ended May 31, 2019 and 2018 was $115,074 and $432, respectively. Amount to be amortized during the twelve months ended May 31, 2020 $ 125,600 2021 114,271 2022 111,560 2023 111,560 2024 111,560 Thereafter 950,536 $ 1,525,087 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
May 31, 2019 | |
Other Non-current Assets Disclosure [Abstract] | |
Schedule of Other Assets [Table Text Block] | Other assets included the following as of May 31, 2019 and May 31, 2018: February 28, May 31, 2019 2018 Security deposits 167,455 - $ 167,455 $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
May 31, 2019 | |
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, 2019 and 2018: May 31, May 31, 2019 2018 Trade accounts payable $ 510,210 $ 726,457 Accrued payroll and payroll taxes 230,119 44,465 Accrued liabilities 625,399 - Deferred rent liability 151,399 55,699 Total $ 1,517,127 $ 826,621 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | May 31, May 31, 2019 2018 On February 7, 2018, the Company issued a note payable to Todd Blatt in the amount of $210,000 the “Blatt Note”). This note accrues interest at a rate of 6% per annum and is due on February 7, 2019. During the year ended May 31, 2019, the Company accrued interest in the amount of $1,726 on the Blatt Note. On July 20, 2018, the Company made principal and interest payments in the amount of $210,000 and $5,627, respectively, on the Blatt Note. $ - $ 210,000 On February 7, 2018, the Company issued a note payable to AJG Group in the amount of $200,000 the “AJG Note”). 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 principal payment in the amount of $100,000 and accrued interest in the amount of $2,696 on the AJG note. During the year ended May 31, 2019, the Company accrued interest in the amount of $641 on the AJG Note. On July 9, 2018, the Company made principal and interest payments in the amount of $100,000 and $3,337, respectively, on the AJG Note. - 100,000 The Company issued a secured note payable to Serenity Wellness Enterprises, LLC, as nominee (“Oasis Note”). dated June 27, 2018 in the principal amount of $4,000,000 and bearing interest at a rate of 6% per annum pursuant to the Membership Interest Purchase Agreement with Alternative Solutions. The note is due on December 4, 2019, but 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 recognized an original issue discount of $189,180 on the Oasis Note. During the year ended May 31, 2019, $121,796 of this discount was charged to operations. During the year ended May 31, 2019, the Company accrued interest in the amount of $225,333 on the Oasis Note. 4,000,000 - Total – Notes Payable $ 4,000,000 $ 310,000 Less: Discount (67,384 ) - Notes Payable, Net of Discounts $ 3,932,616 $ 310,000 Current portion $ 3,932,616 $ 310,000 Long term portion $ - $ - |
Short-term Debt [Text Block] | The following tables summarize the Company’s loan balances at May 31, 2019 and 2018: May 31, May 31, 2019 2018 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 10% per annum, have no maturity date and are due on demand. Effective May 31, 2017, pursuant to the Omnibus Loan Amendment, 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 year 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, which were converted or repaid as of May 31, 2018. 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. During the year ended May 31, 2019, the Company paid principal and accrued interest in the amounts of $137 and $3,338, respectively, on the Binder Funding Notes. $ - $ 137 May 31, 2019 May 31, 2018 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% per annum, have no maturity date and are due on demand. 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 year 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, which were converted or repaid as of May 31, 2018. 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 were charged to additional paid-in capital and amortized to interest expense. During the year ended May 31, 2019, principal in the amount of $75,000 and accrued interest in the amount of $1,931 was transferred out of the Newcan Funding Notes and used to create a new convertible note payable to Newcan (“Newcan Convertible Note 8”). During the year ended May 31, 2019, the Company accrued interest in the amount of $1,377 on the Newcan Funding Notes. - 75,000 Total – Demand Convertible Notes Payable, Related Parties $ - $ 75,137 Total – Demand Convertible Notes Payable, Related Parties - Current portion $ - $ 75,137 Total – Demand Convertible Notes Payable, Related Parties - Long term portion $ - $ - |
Convertible Debt [Table Text Block] | May 31, 2019 May 31, 2018 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 year ended May 31, 2018, $942 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $685 on this note. During the year ended May 31, 2019, interest in the amount of $562 was accrued on the Lamadrid note. During the year ended May 31, 2019, the Lamadrid Note, in the amount of $32,497, of which $31,250 was principal and $1,247 was accrued interest, was converted into 103,989 shares of common stock. During the year ended May 31, 2019, the remaining discount in the amount of $30,308 was charged to operations. $ - $ 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 year ended May 31, 2018, the Company amortized $1,890 of this discount to interest expense. During the year ended May 31, 2019, interest in the amount of $699 was accrued on the Binder Convertible Note 9. During the year ended May 31, 2019, the Company made principal and interest payments in the amount of $37,500 and $1,264, respectively, on the Binder Convertible Note 9. During the year ended May 31, 2019 the remaining discount in the amount of $35,610 was charged to operations. - 37,500 May 31, 2019 May 31, 2018 Unsecured convertible note issued to Newcan, an entity owned by Frank Koretsky, a director of the Company, dated, August 6, 2018 in the original amount of $75,000 (the “Newcan Convertible Note 8”). The Newcan Convertible Note 8 was funded with the conversion of $75,000 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, 2019, at which time all of the accrued interest becomes due and payable. Commencing on January 1, 2020, the first of eight principal payments in the amount of $9,375 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 $0.40 converted. The Company recognized a discount of $58,594 on the Newcan Convertible Note 8 related to the value of the beneficial conversion feature at the time of issuance. During the year ended May 31, 2019, the Company accrued interest expense in the amount of $1,603 on the Newcan Convertible Note 8. During the year ended May 31, 2019, the note holder converted $78,534, of which $75,000 was principal and $3,534 was accrued interest into 196,336 shares of common stock. Also during the year ended May 31, 2019, the remaining discount in the amount of $57,322 was charged to operations. - - Total – Convertible Notes Payable, Related Parties $ - $ 68,750 Less: Discount - (65,918 ) Convertible Notes Payable, Related Parties, Net of Discounts $ - $ 2,832 Convertible Notes Payable, Related Parties, Net of Discounts, Current Portion $ - $ 2,832 Convertible Notes Payable, Related Parties, Net of Discounts, Long-term Portion - - May 31, 2019 May 31, 2018 Convertible promissory note payable to Darling Capital, LLC (the “Darling Note”) dated February 5, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $500,000 and the Darling Note has an original issue discount of $50,000. The Darling Note is due eighteen months from the date of issue. Darling may, at its option, convert all or a portion of the Darling Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.3125 per share. The Darling 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 Darling Note will be reset to such lower price. The Company recognized a discount of $550,000 on the Darling Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $40,427 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $13,863 on this note. During the year ended May 31, 2019, the Company accrued interest in the amount of $1,447 on this note. During the year ended May 31, 2019, the holder of the Darling Note converted $565,000, of which $550,000 was principal and $15,000 was accrued interest, into 1,808,000 shares of common stock. Also, during the year ended May 31, 2019, the remaining discount in the amount of $509,573 was charged to operations. $ - $ 550,000 Convertible promissory note payable to Efrat Investments, LLC (the “Efrat Note”) dated February 12, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $50,000 and the Efrat Note has an original issue discount of $5,000. The Efrat Note is due eighteen months from the date of issue. Efrat may, at its option, convert all or a portion of the Efrat Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.3125 per share. The Efrat 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 Efrat Note will be reset to such lower price. The Company recognized a discount of $55,000 on the Efrat Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $2,974 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $1,302 on this note. During the year ended May 31, 2019, the Company accrued interest in the amount of $898 on this note. During the year ended May 31, 2019, the holder of the Efrat Note converted $57,200, of which $55,000 was principal and $2,200 was accrued interest into 183,040 shares of common stock. Also during the year ended May 31, 2019, the remaining discount in the amount of $52,026 was charged to operations. - 55,000 May 31, 2019 May 31, 2018 Convertible promissory note payable to YA II PN, Ltd. (the “YA II PN Note”) dated May 14, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $750,000, and the note is due on November 14, 2019. YA II PN may, at its option, convert all or a portion of the YA II PN Note and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share. The YA II PN Note also contains a reset feature, whereby, absent certain exceptions, if the Company issues equity securities at an effective price less than $0.40 per share of common stock, the conversion price of the YA II PN Note will be reset to such lower price. The Company recognized a discount of $750,000 related to the beneficial conversion feature at the time of issuance. Commencing on December 1, 2018, absent certain exceptions, the first of eight payments in the amount of $93,750 will become due; subsequent payments will become due on the first day of each of the following months until paid in full. During the year ended May 31, 2018, $23,224 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $2,795 on this note. During the year ended May 31, 2019, a reset event occurred. As a result, the conversion price of the YA II PN Note was reduced to $0.34 per share of common stock. This was considered a material modification of the note; the remaining balance of the discount to the note in the amount of $699,628 was charged to interest expense, a new discount in the amount of $750,000 was charged to additional paid-in capital, and $620,052 of the new discount was amortized to interest expense. During the year ended May 31, 2019, the Company accrued interest expense in the amount of $36,274 on the YA II PN Note. During the year ended May 31, 2019, the holder of the YA II PN Note converted principal in the amount of $500,000 and accrued interest in the amount of $36,274 into 1,340,684 shares of common stock. Also during the year ended May 31, 2019, the Company made principal and interest payments in the amount of $250,000 and $2,630, respectively, along with a prepayment penalty in the amount of $62,500 on the YA II PN Note. - 750,000 Unsecured convertible note issued to Jay Lasky (the “Lasky Note”), dated May 3, 2018 in the original principal amount of $25,000. 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 on 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. The Lasky Note and accrued interest under the note may be converted, in whole or in part, into one share of common stock for each $0.40 converted. The Company recognized a discount of $7,301 on the Lasky Note related to the beneficial conversion feature at the time of issuance. During the year ended May 31, 2018, $149 of this discount was charged to operations. During the year ended May 31, 2018, the Company accrued interest in the amount of $192 on this note. During the year ended May 31, 2019, $7,152 of this discount was charged to operations. Also during the year ended May 31, 2019, the Company accrued interest in the amount of $993 on this note. During the year ended May 31, 2019, the holder of the Lasky Note converted $26,185, of which $25,000 was principal and $1,185 was accrued interest, into 65,462 shares of common stock. - 25,000 May 31, 2019 May 31, 2018 Convertible promissory note payable to YA II PN, Ltd. (the “YA II PN Note 2”) dated July 20, 2018 and bearing interest at a rate of 8% per annum. The lender loaned the Company $500,000, and the note is due on November 14, 2019. YA II PN may, at its option, convert all or a portion of the YA II PN Note 2 and accrued but unpaid interest into shares of common stock at a conversion price of $0.40 per share. The YA II PN Note 2 also contains a reset feature, whereby, absent certain exceptions, if the Company issues equity securities at an effective price less than $0.40 per share of common stock, the conversion price of the YA II PN Note 2 will be reset to such lower price. The Company recognized a discount of $362,500 related to the beneficial conversion feature at the time of issuance. Commencing on December 1, 2018, absent certain exceptions, the first of eight payments in the amount of 62,500 will become due; subsequent payments will become due on the first day of each of the following months until paid in full. During the year ended May 31, 2019, $362,500 of this discount was charged to operations. During the year ended May 31, 2019, the Company accrued interest in the amount of $24,438 on this note. Also during the year ended May 31, 2019, the Company made principal and interest payments in the amount of $500,000 and $24,658, respectively, along with a prepayment penalty in the amount of $125,000 on the YA II PN Note 2. - - Convertible debenture in the principal amount of $4,000,000 (the “U.S. Convertible Debenture 1”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 matures on a date that is three years following issuance. The U.S. Convertible Debenture 1 is convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 1 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 1 is an unsecured obligation of the Company and ranks pari passu 4,135,306 - Convertible debenture in the principal amount of $1,000,000 (the “U.S. Convertible Debenture 2”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 matures on a date that is three years following issuance. The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 2 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 2 is an unsecured obligation of the Company and ranks pari passu 1,033,827 - May 31, 2019 May 31, 2018 Convertible debenture in the principal amount of $100,000 (the “U.S. Convertible Debenture 3”) dated October 24, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 matures on a date that is three years following issuance. The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 3 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 3 is an unsecured obligation of the Company and ranks pari passu 103,541 - Convertible debenture in the principal amount of $532,000 (the “U.S. Convertible Debenture 4”) dated October 25, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 matures on a date that is three years following issuance. The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 4 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 4 is an unsecured obligation of the Company and ranks pari passu 550,719 - Convertible debenture in the principal amount of $150,000 (the “U.S. Convertible Debenture 5”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 matures on a date that is three years following issuance. The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 5 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 5 is an unsecured obligation of the Company and ranks pari passu 155,244 - May 31, 2019 May 31, 2018 Convertible debenture payable in the principal amount of $75,000 (the “U.S. Convertible Debenture 6”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 matures on a date that is three years following issuance. The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 6 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 6 is an unsecured obligation of the Company and ranks pari passu 77,622 - Seventy-two convertible debentures payable in the aggregate principal amount of $12,012,000 (the “Canaccord Debentures”) dated December 12, 2018, which bear interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing, on a quarterly basis, the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures mature on a date that is three years following issuance. The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The Canaccord Debentures have other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The Canaccord Debentures are unsecured obligations of the Company and rank pari passu 12,303,971 - Total - Convertible Notes Payable $ 18,360,230 $ 1,380,000 Less: Discount (3,819,010 ) (1,295,527 ) Convertible Notes Payable, Net of Discounts $ 14,541,220 $ 84,473 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ - $ 43,401 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ 14,541,220 $ 41,072 |
Schedule of Amortization of Debt Discount [Table Text Block] | Discounts on notes payable amortized to interest expense – years ended May 31, 2019 and 2018, respectively $ 3,576,161 $ 2,534,104 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of notes payable and convertible notes payable as of May 31, 2019 are as follows: 2020 $ 4,000,000 2021 - 2022 18,360,230 2023 - 2024 - Thereafter - Total $ 22,360,230 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
May 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company valued warrants using the Black-Scholes valuation model utilizing the following variables: May 31, May 31, 2019 2018 Volatility 79.02 to 400.3 % 99.36 to 99.53 % Dividends $ 0 $ 0 Risk-free interest rates 2.68% to 2.77 % 2.52% to 2.65 % Term (years) 3 3 |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at May 31, 2019. This table does not include the unit warrants. See Unit Warrants section below. Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.49 33,465,110 2.50 $ 0.49 33,465,110 $ 0.49 0.50 2,736,500 2.73 0.50 2,736,500 0.50 0.60 17,500,000 2.50 0.60 17,500,000 0.60 0.75 837,500 1.73 0.75 837,500 0.75 1.10 279,875 2.54 1.10 279,875 1.10 54,818,985 2.50 $ 0.53 54,818,985 $ 0.53 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows. This table does not include the special warrants or unit warrants. See Special Warrants and Unit Warrants sections below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2017 - $ - Granted 4,495,750 $ 0.61 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2018 4,495,750 $ 0.61 Granted 50,738,235 $ 0.53 Exercised (415,000 ) $ 0.75 Cancelled / Expired - $ - Warrants outstanding at May 31, 2019 54,818,985 $ 0.53 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Debt Conversions [Table Text Block] | 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 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2019 | |
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, 2019 2018 Federal and state statutory rate 21 % 34 % Net operating loss carry forwards 3,802,491 2,790,481 Valuation allowance for deferred tax assets (3,802,491 ) (2,790,481 ) Net deferred tax assets - - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Five-year minimum lease payments under current lease agreements as of May 31, 2019 are as follows: 2020 $ 485,030 2021 379,092 2022 110,459 2023 113,735 2024 9,501 Thereafter - Total $ 1,097,817 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 31, 2019 | |
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, 2019 and 2018. May 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,265,751 $ 1,265,751 |
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, 2018 $ 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 Reclassify to equity pursuant to ASU 2017-11 (1,265,751 ) Balance as of May 31, 2019 $ - |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) | Jan. 29, 2019USD ($) | Oct. 31, 2018USD ($) | Jun. 27, 2018USD ($)shares | Feb. 28, 2018USD ($)shares | Dec. 04, 2017USD ($) | Apr. 29, 2015shares | Dec. 10, 2014shares | Nov. 12, 2014shares | May 31, 2019USD ($) | Mar. 11, 2019 | May 31, 2018USD ($) |
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% | ||||||||||
Reverse Merger with CLS Labs [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 15,000,000 | ||||||||||
Oasis Acquisition [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 2,050,000 | $ 6,200,000 | |||||||||
Liabilities Assumed | 204,457 | $ 204,457 | |||||||||
Business Combination, Consideration Transferred | 27,975,650 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 3,810,820 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,000,000 | $ 678,111 | |||||||||
In Good Health [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 80.00% | ||||||||||
Payments to Acquire Businesses, Gross | $ 35,000,000 | ||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Line of Credit Facility, Description | Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Business Combination, Consideration Transferred | 47,500,000 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 5,000,000 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,500,000 | ||||||||||
Oasis LLCs [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | ||||||||||
Oasis LLCs [Member] | Oasis Acquisition [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 5,995,543 | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | ||||||||||
Debt Instrument, Face Amount | $ 4,000,000 | $ 4,000,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | ||||||||||
Deposit [Member] | Oasis Acquisition [Member] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | ||||||||||
Additional Payments [Member] | Oasis Acquisition [Member] | |||||||||||
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] | |||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | |||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions (in Shares) | shares | 6,250,000 | 10,000,000 | |||||||||
Equity Method Investment, Ownership Percentage | 55.60% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | May 31, 2019 | May 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (46,188,151) | $ (18,569,094) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 01, 2018USD ($)$ / shares | May 31, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Sep. 11, 2018$ / shares | Jul. 24, 2018$ / shares | Jun. 01, 2017$ / shares | May 31, 2017USD ($)$ / shares |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Cash and Cash Equivalents, at Carrying Value (in Dollars) | $ | $ 10,525,791 | $ 52,964 | $ 78,310 | ||||
Advertising Expense (in Dollars) | $ | 1,655,374 | 0 | |||||
Research and Development Expense (in Dollars) | $ | $ 0 | $ 0 | |||||
Share Price (in Dollars per share) | $ 0.81 | $ 0.70 | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 86,439,117 | 10,508,879 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt (in Dollars) | $ | $ 1,265,751 | $ 1,265,751 | $ 0 | ||||
Embedded Derivative Financial Instruments [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Share Price (in Dollars per share) | $ 0.6865 | $ 0.2999 | $ 0.6865 | $ 0.120 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.40 | ||||||
Event of Default, Decription |  -That an event of default at 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 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 | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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; -That the new convertible notes issued during this period with full resets would be initially issued with conversion prices of $0.40, which were not reset as a result of subsequent transactions |  -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; | |||||
Debt Instrument, Convertible, Number of Equity Instruments | 4,500,000 | ||||||
Note Redemption, Projection | 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% | ||||||
Embedded Derivative Financial Instruments [Member] | Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.40 | ||||||
Embedded Derivative Financial Instruments [Member] | Minimum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.3125 | ||||||
Warrant [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 54,818,985 | 5,521,940 | |||||
Stock Payable [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 7,676,974 | 579,821 | |||||
Convertible Debt Securities [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 23,261,393 | 4,407,118 | |||||
Measurement Input, Default Rate [Member] | Embedded Derivative Financial Instruments [Member] | Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.24 | 0.24 | |||||
Measurement Input, Default Rate [Member] | Embedded Derivative Financial Instruments [Member] | Minimum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.15 | 0.15 | |||||
Measurement Input, Price Volatility [Member] | Embedded Derivative Financial Instruments [Member] | Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 2.428 | 5.345 | |||||
Measurement Input, Price Volatility [Member] | Embedded Derivative Financial Instruments [Member] | Minimum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.974 | 0.974 | |||||
Measurement Input, Probability [Member] | Embedded Derivative Financial Instruments [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Embedded Derivative Asset (Liability) Net, Measurement Input | 0.95 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, Plant and Equipment | 12 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Term of lease |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,459,048 | $ 0 |
Cannabis Dispensary [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,492,312 | 0 |
Cannabis Production [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,966,736 | $ 0 |
ACQUISITION OF ALTERNATIVE SO_3
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) | Jun. 27, 2018USD ($)shares | Feb. 28, 2018USD ($)shares | Dec. 04, 2017USD ($) | May 31, 2019USD ($) | May 31, 2018USD ($) |
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 321,889 | $ 0 | |||
Oasis Acquisition [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Number of Subsidiaries | 3 | ||||
Payments to Acquire Businesses, Gross | $ 2,050,000 | $ 6,200,000 | |||
Liabilities Assumed | $ 204,457 | $ 204,457 | |||
Business Acquisition, Equity Interest Issued or Issuable, Description | The number of Purchase Price Shares was equal to 80% of the offering price of the Company’s common stock in its last equity offering, which price was $0.34 per share. | ||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 1,000,000 | ||||
Average Revenue, Maintained | 20,000 | ||||
Business Combination, Contingent Consideration, Liability | 1,000,000 | $ 678,111 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 321,889 | ||||
Business Combination, Consideration Transferred | 27,975,650 | ||||
Oasis LLCs [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | ||||
Oasis LLCs [Member] | Oasis Acquisition [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 5,995,543 | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | ||||
Debt Instrument, Face Amount | $ 4,000,000 | $ 4,000,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | ||||
Deposit [Member] | Oasis Acquisition [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 250,000 | ||||
Additional Payments [Member] | Oasis Acquisition [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | $ 1,800,000 | |||
Original Contemplated Transaction Payment [Member] | Oasis LLCs [Member] | Oasis Acquisition [Member] | |||||
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 6,200,000 |
ACQUISITION OF ALTERNATIVE SO_4
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) - Schedule of Business Acquisitions, by Acquisition - Oasis Acquisition [Member] - USD ($) | Jun. 27, 2018 | Feb. 28, 2018 |
Business Acquisition [Line Items] | ||
Initial purchase price | $ 2,050,000 | $ 6,200,000 |
Cash paid in connection with transaction | 5,995,543 | |
Note payable | 3,810,820 | |
Contingent consideration | 678,111 | |
Common stock | 15,441,176 | |
Total purchase price | 27,975,650 | |
Net tangible assets | 595,151 | |
Intangible assets | 1,637,600 | |
Goodwill | 25,742,899 | |
Total purchase price | $ 27,975,650 |
ACQUISITION OF ALTERNATIVE SO_5
ACQUISITION OF ALTERNATIVE SOLUTIONS (Details) - Business Acquisition, Pro Forma Information - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 9,759,956 | $ 7,258,443 |
Net loss | $ (26,671,841) | $ (18,885,612) |
Basic net income per share | $ (0.26) | $ (0.30) |
Diluted net income per share | $ (0.26) | $ (0.30) |
Weighted average shares - basic | 102,869,612 | 62,558,436 |
Weighted average shares - diluted | 102,869,612 | 62,558,436 |
JOINT VENTURE AND OPTIONS TRA_2
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - USD ($) | Jan. 29, 2019 | Oct. 31, 2018 | May 31, 2019 |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | |||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | ||
Note Receivable, Interest Rate, Stated Percentage | 6.00% | ||
In Good Health [Member] | |||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | |||
Business Combination, Consideration Transferred | $ 47,500,000 | ||
Payments to Acquire Businesses, Gross | 35,000,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | ||
Interest Income, Related Party | $ 174,247 | ||
Option Agreement, Brake-Up Fee | 2,500,000 | ||
Debt Instrument, Face Amount | $ 500,000 | ||
Line of Credit Facility, Description | Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Joint Venture with CannAssist [Member] | |||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | |||
Interest Income, Related Party | $ 4,011 | ||
Debt Instrument, Face Amount | $ 500,000 | ||
Line of Credit Facility, Description | Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Option Agreement [Member] | In Good Health [Member] | |||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | |||
Business Combination, Consideration Transferred | 47,500,000 | ||
Payments to Acquire Businesses, Gross | 35,000,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | ||
Business Combination, Consideration Transferred, Other | $ 2,500,000 | ||
Debt Instrument, Term | 5 years | ||
Restricted Stock [Member] | Option Agreement [Member] | In Good Health [Member] | |||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 5,000,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | May 31, 2019 | May 31, 2018 |
Receivables [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 163,571 | $ 0 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | May 31, 2019 | May 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Abstract] | ||
Deposits | $ 211,493 | |
Prepaid expenses | 178,920 | $ 1,410 |
Total | $ 390,413 | $ 1,410 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory, Current - USD ($) | May 31, 2019 | May 31, 2018 |
Schedule of Inventory, Current [Abstract] | ||
Raw materials | $ 323,635 | $ 0 |
Finished goods | 423,198 | 0 |
Total | $ 746,833 | $ 0 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Oct. 31, 2018 | May 31, 2019 | May 31, 2018 | May 31, 2015 | Jan. 29, 2019 |
NOTES RECEIVABLE (Details) [Line Items] | |||||
Note Receivable, Interest Rate, Stated Percentage | 6.00% | ||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | ||||
Note Receviable, Interest Rate | 6.00% | ||||
Note Receivbale, Number of Installments | 8 | ||||
Interest Receivable, Noncurrent | $ 178,258 | $ 0 | |||
Notes Receivable [Member] | Affiliated Entity [Member] | |||||
NOTES RECEIVABLE (Details) [Line Items] | |||||
Financing Receivable, before Allowance for Credit Loss | $ 500,000 | ||||
Note Receivable, Interest Rate, Stated Percentage | 12.00% | ||||
Asset Impairment Charges | $ 500,000 | ||||
Proceeds from Collection of Notes Receivable | $ 50,000 | ||||
Financing Receivable, after Allowance for Credit Loss | 0 | ||||
Allowance for Doubtful Other Receivables, Current | 450,000 | ||||
IGH Note [Member] | |||||
NOTES RECEIVABLE (Details) [Line Items] | |||||
Financing Receivable, after Allowance for Credit Loss, Current | 425,479 | ||||
Interest Receivable, Current | 174,247 | ||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent | 4,724,521 | ||||
CannAssist LLC [Member] | Notes Receivable [Member] | Line of Credit [Member] | |||||
NOTES RECEIVABLE (Details) [Line Items] | |||||
Financing Receivable, before Allowance for Credit Loss | $ 500,000 | ||||
Note Receivable, Interest Rate, Stated Percentage | 8.00% | ||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent | 150,000 | ||||
Interest Income, Other | 4,011 | ||||
Interest Receivable, Noncurrent | $ 4,011 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT (Details) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | $ 1,037,262 | $ 0 |
Depreciation | 173,277 | $ 890 |
Alternative Solutions, LLC [Member] | ||
PROPERTY, PLANT AND EQUIPMENT (Details) [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 933,142 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | May 31, 2019 | May 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 969,196 | $ 0 |
Less: accumulated depreciation | (546,408) | (2,674) |
Property, plant, and equipment, net | 1,910,301 | 0 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 53,152 | 2,674 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 140,701 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,293,660 | $ 0 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 115,074 | $ 432 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | May 31, 2019 | May 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,641,563 | $ 2,300 |
Intangible Assets, Accumulated Amortization | (116,476) | (1,402) |
Intangible Assets, Net | 1,525,087 | 898 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 319,600 | 0 |
Intangible Assets, Accumulated Amortization | (29,297) | 0 |
Intangible Assets, Net | 290,303 | 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 990,000 | 0 |
Intangible Assets, Accumulated Amortization | (45,375) | 0 |
Intangible Assets, Net | 944,625 | 0 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (27,592) | |
Intangible Assets, Net | 273,408 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 27,000 | 0 |
Intangible Assets, Accumulated Amortization | (12,378) | 0 |
Intangible Assets, Net | 14,622 | 0 |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 3,963 | 2,300 |
Intangible Assets, Accumulated Amortization | (1,834) | (1,402) |
Intangible Assets, Net | $ 2,129 | 898 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 0 | |
Intangible Assets, Accumulated Amortization | 0 | |
Intangible Assets, Net | $ 0 |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | May 31, 2019USD ($) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2019 | $ 125,600 |
2020 | 114,271 |
2021 | 111,560 |
2022 | 111,560 |
2023 | 111,560 |
Thereafter | 950,536 |
$ 1,525,087 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | May 31, 2019 | May 31, 2018 |
Disclosure Text Block Supplement [Abstract] | ||
Goodwill | $ 25,742,899 | $ 0 |
OTHER ASSETS (Details) - Schedu
OTHER ASSETS (Details) - Schedule of Other Assets - USD ($) | May 31, 2019 | May 31, 2018 |
Schedule of Other Assets [Abstract] | ||
Security deposits | $ 167,455 | |
$ 167,455 | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | May 31, 2019 | May 31, 2018 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 510,210 | $ 726,457 |
Accrued payroll and payroll taxes | 230,119 | 44,465 |
Accrued liabilities | 625,399 | 0 |
Deferred rent liability | 151,399 | 55,699 |
Total | $ 1,517,127 | $ 826,621 |
NOTES PAYABLE AND CONVERTIBLE_3
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jan. 08, 2019 | Nov. 14, 2018 | Nov. 01, 2018 | Oct. 23, 2018 | Aug. 23, 2018 | Jun. 01, 2018 | Mar. 12, 2018 | Nov. 15, 2017 | May 31, 2019 | May 31, 2018 | May 31, 2017 | Jan. 10, 2018 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 256,027 | $ 280,247 | $ 78,534 | $ 26,185 | $ 75,000 | $ 150,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 640,068 | 700,616 | 196,336 | 65,462 | 10,816,960 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 50,000 | 250,000 | 7,609,910 | |||||||||
Shares Issued, Price Per Share | $ 0.125 | |||||||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ (951,239) | |||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity (in Dollars) | $ 1,265,751 | $ 1,265,751 | $ 442,775 | |||||||||
Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,179,028 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Second Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.3125 | |||||||||||
Minimum [Member] | Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.75 | |||||||||||
Maximum [Member] | Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.07 | |||||||||||
Principal [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 250,000 | $ 250,000 | $ 75,000 | $ 25,000 | $ 2,537,750 | |||||||
Principal [Member] | Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 1,421,356 | |||||||||||
Accrued Interest [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 6,027 | $ 30,247 | $ 3,534 | $ 1,185 | $ 166,490 | |||||||
Accrued Interest [Member] | Omnibus Loan Agreement [Member] | ||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 197,090 |
NOTES PAYABLE AND CONVERTIBLE_4
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt - USD ($) | May 31, 2019 | Jun. 01, 2018 | May 31, 2018 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Notes payable | $ 4,000,000 | $ 310,000 | |
Less: Discount | (67,384) | $ (750,000) | 0 |
Notes Payable, Net of Discounts | 3,932,616 | 310,000 | |
Current portion | 3,932,616 | 310,000 | |
Long term portion | 0 | 0 | |
Loans Payable [Member] | Note Payable to Todd Blatt [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Notes payable | 0 | 210,000 | |
Loans Payable [Member] | Note Payable to AJG Group [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Notes payable | 0 | 100,000 | |
Loans Payable [Member] | Oasis Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Notes payable | $ 4,000,000 | $ 0 |
NOTES PAYABLE AND CONVERTIBLE_5
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) - Loans Payable [Member] - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Note Payable to Todd Blatt [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
Note amount | $ 210,000 | $ 210,000 |
Note interest rate | 6.00% | 6.00% |
Note due | Feb. 7, 2019 | Feb. 7, 2019 |
Interest Accrued | $ 1,726 | |
Principal payments | 210,000 | |
Interest payments | 5,627 | |
Note Payable to AJG Group [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
Note amount | $ 200,000 | $ 200,000 |
Note interest rate | 6.00% | 6.00% |
Note due | Feb. 7, 2019 | Feb. 7, 2019 |
Interest Accrued | $ 641 | |
Principal payments | 100,000 | |
Interest payments | 3,337 | |
Oasis Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
Note amount | $ 4,000,000 | |
Note interest rate | 6.00% | |
Note due | Dec. 4, 2019 | |
Interest Accrued | $ 225,333 | |
Secured | secured by all of the membership interests in Alternative Solutions and the Oasis LLCs and by the assets of the Oasis LLCs | |
Original Issue Discount | $ 189,180 | |
Discount charged to operations | $ 121,796 |
NOTES PAYABLE AND CONVERTIBLE_6
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt - USD ($) | May 31, 2019 | May 31, 2018 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt [Line Items] | ||
Note payable | $ 0 | $ 75,137 |
Current portion | 0 | 75,137 |
Long term portion | 0 | 0 |
Binder Funding Notes [Member] | Chief Executive Officer [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt [Line Items] | ||
Note payable | 0 | 137 |
Newcan Funding Notes [Member] | Director [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt [Line Items] | ||
Note payable | $ 0 | $ 75,000 |
NOTES PAYABLE AND CONVERTIBLE_7
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Binder Funding Notes [Member] | Chief Executive Officer [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) [Line Items] | ||
New Note payable | $ 440,579 | |
Interest Rate | 10.00% | |
Accrued interest | $ 7,364 | |
Beneficial conversion feature | 385,637 | |
Principal payments | $ 237,794 | |
Conversion Rate (in Dollars per share) | $ 0.3125 | |
Newcan Funding Notes [Member] | Director [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) [Line Items] | ||
New Note payable | $ 0 | $ 290,000 |
Interest Rate | 10.00% | 10.00% |
Accrued interest | $ 1,377 | $ 16,681 |
Conversion Rate (in Dollars per share) | $ 0.3125 | $ 0.3125 |
Transferred | $ 75,000 | $ 836,658 |
Accrued Interest [Member] | Binder Funding Notes [Member] | Chief Executive Officer [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) [Line Items] | ||
Transferred | 5,188 | |
Accrued Interest [Member] | Newcan Funding Notes [Member] | Director [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) [Line Items] | ||
Transferred | $ 1,931 | 25,018 |
Principal [Member] | Binder Funding Notes [Member] | Chief Executive Officer [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Short-term Debt (Parentheticals) [Line Items] | ||
Transferred | $ 280,198 |
NOTES PAYABLE AND CONVERTIBLE_8
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - USD ($) | May 31, 2019 | May 31, 2018 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 18,360,230 | $ 1,380,000 |
Less: Discount | (3,819,010) | (1,295,527) |
Convertible Notes Payable, | 14,541,220 | 84,473 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion | 0 | 43,401 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion | 14,541,220 | 41,072 |
Related Party Notes [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 68,750 |
Less: Discount | 0 | (65,918) |
Convertible Notes Payable, | 0 | 2,832 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion | 0 | 2,832 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion | 0 | 0 |
Navy Capital Debenture 1 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 4,135,306 | |
Navy Capital Debenture 2 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 1,033,827 | |
Murray FA Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 103,541 | |
Darling Capital Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 550,719 | |
Sabharwal Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 155,244 | |
Srinivasan Debenture 6 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 77,622 | |
US Convertible Debenture 7 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 12,303,971 | |
Convertible Debt [Member] | Lamadrid Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 31,250 |
Convertible Debt [Member] | Binder Convertible Note 9 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 37,500 |
Convertible Debt [Member] | Newcan Convertible Note 8 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 0 |
Convertible Debt [Member] | Darling Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 550,000 |
Convertible Debt [Member] | Efrat Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 55,000 |
Convertible Debt [Member] | YA II PN Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 750,000 | |
Convertible Debt [Member] | Lasky Note [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 25,000 | |
Convertible Debt [Member] | YA II PN Note #2 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 0 | $ 0 |
NOTES PAYABLE AND CONVERTIBLE_9
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | May 31, 2019 | May 31, 2018 | |
Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 32,497 | ||
Converted, shares (in Shares) | 103,989 | ||
Newcan Convertible Note 8 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Discount recognized | $ 58,594 | ||
Darling Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 565,000 | ||
Converted, shares (in Shares) | 1,808,000 | ||
Efrat Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 57,200 | ||
Converted, shares (in Shares) | 183,040 | ||
YA II PN Note #2 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Discount recognized | $ 362,500 | ||
Navy Capital Debenture 1 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 4,000,000 | $ 4,000,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 632,896 | ||
Accrued interest | $ 191,363 | $ 191,363 | |
Dated | Oct. 31, 2018 | ||
Discount recorded | 3,254,896 | $ 3,254,896 | |
Convertible | The U.S. Convertible Debenture 1 is convertible into units (the "Convertible Debenture Units") at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Navy Capital Debenture 2 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 1,000,000 | $ 1,000,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 158,224 | ||
Accrued interest | $ 47,841 | $ 47,841 | |
Dated | Oct. 31, 2018 | ||
Discount recorded | 813,724 | $ 813,724 | |
Convertible | The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Murray FA Debenture [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 100,000 | $ 100,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 14,664 | ||
Accrued interest | $ 4,945 | $ 4,945 | |
Dated | Oct. 24, 2018 | ||
Discount recorded | 75,415 | $ 75,415 | |
Convertible | The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Darling Capital Debenture [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 532,000 | $ 532,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 81,016 | ||
Accrued interest | $ 26,185 | $ 26,185 | |
Dated | Oct. 25, 2018 | ||
Discount recorded | 416,653 | $ 416,653 | |
Convertible | The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Sabharwal Debenture [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 150,000 | $ 150,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 23,353 | ||
Accrued interest | $ 7,348 | $ 7,348 | |
Dated | Oct. 26, 2018 | ||
Discount recorded | 120,100 | $ 120,100 | |
Convertible | The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Srinivasan Debenture 6 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 75,000 | $ 75,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 11,676 | ||
Accrued interest | $ 3,674 | $ 3,674 | |
Dated | Oct. 26, 2018 | ||
Discount recorded | 60,049 | $ 60,049 | |
Convertible | The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10 | ||
matures | 3 years | ||
US Convertible Debenture 7 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 12,012,000 | $ 12,012,000 | |
Interest rate | 8.00% | 8.00% | |
Conversion rate (in Dollars per share) | $ 0.80 | $ 0.80 | |
Discount | $ 456 | ||
Accrued interest | $ 458,759 | $ 458,759 | |
Dated | Dec. 12, 2018 | ||
Discount recorded | 2,938,690 | $ 2,938,690 | |
Convertible | The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | ||
matures | 3 years | ||
Convertible Debt [Member] | Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 31,250 | $ 31,250 | $ 31,250 |
Interest rate | 8.00% | 8.00% | 8.00% |
Note due | eighteen months | eighteen months | |
Conversion rate (in Dollars per share) | $ 0.3125 | $ 0.3125 | $ 0.3125 |
Discount recognized | $ 31,250 | ||
Discount | $ 30,308 | 942 | |
Accrued interest | $ 562 | 562 | 685 |
Converted | $ 32,497 | ||
Converted, shares (in Shares) | 103,989 | ||
Convertible Debt [Member] | Binder Convertible Note 9 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 37,500 | $ 37,500 | $ 37,500 |
Interest rate | 10.00% | 10.00% | 10.00% |
Conversion rate (in Dollars per share) | $ 0.3125 | $ 0.3125 | $ 0.3125 |
Discount recognized | $ 37,500 | ||
Discount | $ 35,610 | 1,890 | |
Accrued interest | $ 699 | $ 699 | $ 1,890 |
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 | 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 | |
Convertible Debt [Member] | Newcan Convertible Note 8 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 75,000 | $ 75,000 | |
Interest rate | 10.00% | 10.00% | |
Conversion rate (in Dollars per share) | $ 0.40 | $ 0.40 | |
Discount recognized | $ 58,594 | ||
Discount | 57,322 | ||
Accrued interest | $ 1,603 | 1,603 | |
Converted | $ 78,534 | ||
Converted, shares (in Shares) | 196,336 | ||
Payments | No interest payments are required until January 1, 2020, at which time all of the accrued interest becomes due and payable. Commencing on January 1, 2020, the first of eight principal payments in the amount of $9,375 will become due; subsequent principal payments will become due on the first day of each April, July, October, and January until paid in full. | ||
Dated | Aug. 6, 2018 | ||
Convertible Debt [Member] | Darling Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 500,000 | $ 500,000 | $ 500,000 |
Conversion rate (in Dollars per share) | $ 0.3125 | $ 0.3125 | $ 0.3125 |
Discount recognized | $ 550,000 | ||
Discount | $ 509,573 | 40,427 | |
Accrued interest | $ 1,447 | $ 1,447 | $ 13,863 |
Converted, shares (in Shares) | 1,808,000 | ||
Dated | Feb. 5, 2018 | Feb. 5, 2018 | |
Original issue discount | 50,000 | $ 50,000 | $ 50,000 |
Convertible Debt [Member] | Efrat Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 50,000 | $ 50,000 | $ 50,000 |
Interest rate | 8.00% | 8.00% | 8.00% |
Conversion rate (in Dollars per share) | $ 0.3125 | $ 0.3125 | $ 0.3125 |
Discount recognized | $ 55,000 | ||
Discount | $ 52,026 | 2,974 | |
Accrued interest | $ 898 | 898 | $ 1,302 |
Converted | $ 2,200 | ||
Converted, shares (in Shares) | 183,040 | ||
Dated | Feb. 12, 2018 | Feb. 12, 2018 | |
Original issue discount | 5,000 | $ 5,000 | $ 5,000 |
Convertible Debt [Member] | YA II PN Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 750,000 | $ 750,000 | $ 750,000 |
Interest rate | 8.00% | 8.00% | 8.00% |
Note due | November 14, 2019 | November 14, 2019 | |
Conversion rate (in Dollars per share) | $ 0.34 | $ 0.34 | $ 0.40 |
Discount | $ 699,628 | $ 23,224 | |
Accrued interest | $ 36,274 | $ 36,274 | $ 2,795 |
Converted, shares (in Shares) | 1,340,684 | ||
Dated | May 14, 2018 | May 14, 2018 | |
Convertible Debt [Member] | Lasky Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 25,000 | $ 25,000 | $ 25,000 |
Interest rate | 10.00% | 10.00% | 10.00% |
Conversion rate (in Dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 |
Discount recognized | $ 7,301 | ||
Discount | $ 7,152 | 149 | |
Accrued interest | $ 993 | 993 | $ 192 |
Converted | $ 26,185 | ||
Converted, shares (in Shares) | 65,462 | ||
Payments | No interest payments are required until July 1, 2019, at which time all accrued interest becomes due and payable. Commencing on 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. | ||
Dated | May 3, 2018 | May 3, 2018 | |
Convertible Debt [Member] | YA II PN Note #2 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Amount | $ 500,000 | $ 500,000 | |
Interest rate | 8.00% | 8.00% | |
Note due | November 14, 2019 | ||
Conversion rate (in Dollars per share) | $ 0.40 | $ 0.40 | |
Discount recognized | $ 362,500 | ||
Discount | 362,500 | ||
Accrued interest | $ 24,438 | $ 24,438 | |
Payments | Commencing on December 1, 2018, the first of eight payments in the amount of 62,500 will become due; subsequent payments will become due on the first day of each of the following months until paid in full. | ||
Dated | Jul. 20, 2018 | ||
Principal [Member] | Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 31,250 | ||
Principal [Member] | Darling Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 550,000 | ||
Principal [Member] | Efrat Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 55,000 | ||
Principal [Member] | Convertible Debt [Member] | Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 31,250 | ||
Principal [Member] | Convertible Debt [Member] | Newcan Convertible Note 8 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 75,000 | ||
Principal [Member] | Convertible Debt [Member] | YA II PN Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 500,000 | ||
Principal [Member] | Convertible Debt [Member] | Lasky Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 25,000 | ||
Accrued Interest [Member] | Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 1,247 | ||
Accrued Interest [Member] | Darling Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 15,000 | ||
Accrued Interest [Member] | Efrat Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 2,200 | ||
Converted, shares (in Shares) | 183,040 | ||
Accrued Interest [Member] | Convertible Debt [Member] | Lamadrid Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 1,247 | ||
Accrued Interest [Member] | Convertible Debt [Member] | Binder Convertible Note 9 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Payment | 37,500 | ||
Accrued Interest [Member] | Convertible Debt [Member] | Newcan Convertible Note 8 [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 3,534 | ||
Accrued Interest [Member] | Convertible Debt [Member] | YA II PN Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | 36,274 | ||
Accrued Interest [Member] | Convertible Debt [Member] | Lasky Note [Member] | |||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||
Converted | $ 1,185 |
NOTES PAYABLE AND CONVERTIBL_10
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount - USD ($) | Jun. 01, 2018 | May 31, 2019 | May 31, 2018 |
Schedule of Amortization of Debt Discount [Abstract] | |||
Discounts on notes payable amortized to interest expense – | $ 35,833 | $ 3,576,161 | $ 2,534,104 |
NOTES PAYABLE AND CONVERTIBL_11
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt | May 31, 2019USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
2020 | $ 4,000,000 |
2021 | 0 |
2022 | 18,360,230 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total | $ 22,360,230 |
CONTINGENT LIABILITY (Details)
CONTINGENT LIABILITY (Details) - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | Feb. 28, 2019 | |
Loss Contingency [Abstract] | |||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 1,000,000 | ||
Business Combination, Contingent Consideration, Liability, Current | 1,000,000 | $ 0 | $ 678,111 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 321,889 | $ 0 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) | Jul. 31, 2019 | May 02, 2019USD ($)shares | Mar. 01, 2019USD ($)shares | Feb. 28, 2019$ / sharesshares | Jan. 08, 2019USD ($)shares | Dec. 12, 2018$ / sharesshares | Nov. 14, 2018USD ($)$ / sharesshares | Nov. 01, 2018USD ($)shares | Oct. 23, 2018USD ($)shares | Sep. 11, 2018USD ($)$ / sharesshares | Sep. 06, 2018$ / sharesshares | Aug. 23, 2018USD ($)shares | Aug. 20, 2018USD ($)shares | Aug. 14, 2018$ / sharesshares | Aug. 10, 2018USD ($)$ / sharesshares | Aug. 08, 2018$ / sharesshares | Aug. 06, 2018$ / sharesshares | Aug. 01, 2018USD ($)shares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 27, 2018 | Jul. 24, 2018USD ($)$ / sharesshares | Jul. 20, 2018$ / sharesshares | Jul. 01, 2018USD ($)shares | Jun. 27, 2018USD ($)$ / sharesshares | Jun. 24, 2018USD ($)$ / sharesshares | Jun. 20, 2018USD ($)$ / sharesshares | Jun. 20, 2018CAD ($)shares | Jun. 01, 2018USD ($) | 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 ($)$ / sharesshares | 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 ($)shares | Aug. 31, 2018USD ($) | May 31, 2019USD ($)$ / sharesshares | Feb. 28, 2018USD ($)$ / shares | May 31, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($)shares | Jun. 20, 2018$ / shares |
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | shares | 250,000,000 | 750,000,000 | 750,000,000 | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 50,128,972 | 125,839,095 | 125,839,095 | 50,128,972 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 50,128,972 | 125,839,095 | 125,839,095 | 50,128,972 | |||||||||||||||||||||||||||||||||||||||||||||||||
Imputed Interest, Debt | $ 807 | $ 1,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Due to Related Parties | (17,930) | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 256,027 | $ 280,247 | $ 78,534 | $ 26,185 | 75,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 640,068 | 700,616 | 196,336 | 65,462 | 10,816,960 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 31,250 | 700,000 | 350,000 | 31,250 | 24,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,310 | $ 490,000 | $ 261,800 | $ 25,313 | $ 6,000 | 490,000 | 289,633 | ||||||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.81 | $ 0.70 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 0 | 794,607 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Commissions | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 22,058,823 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 15,441,176 | 25,313 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | 15,535,978 | $ 1,460,917 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ 403,588 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 123,950 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other Noncash Expense | $ 404,082 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 5,867 | 13,684 | 129,412 | 4,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant Or Rights, Exercised (in Shares) | shares | 25,000 | 40,000 | 350,000 | (415,000) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 50,000 | 250,000 | 7,609,910 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 47,500 | $ 95,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 5,888,707 | $ 1,758,741 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 189,180 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 1,265,751 | 1,265,751 | 442,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 35,833 | 3,576,161 | 2,534,104 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 750,000 | $ 0 | $ 67,384 | 67,384 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 5,888,707 | 1,758,741 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 3,480 | $ (989,032) | 0 | (989,032) | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Payable | $ 307,584 | 455,095 | 455,095 | 307,584 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,844,035 | $ 510,000 | $ 1,295,690 | $ 1,618,446 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 105,219 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.75 | $ 0.53 | $ 0.61 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Darling Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 565,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,808,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 313,128 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 57,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 183,040 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 32,076 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Lamadrid Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 32,497 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 103,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 18,794 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
YA II PN Note #2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 362,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Newcan Convertible Note 8 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 58,594 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 1 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,254,896 | 3,254,896 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 3,254,896 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 813,724 | 813,724 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 813,724 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 3 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 75,415 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 4 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 416,653 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 5 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 120,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital Debenture 6 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 60,049 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
YA II PN, Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Omnibus Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 5,179,028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Firstfire Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 15,977 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | $ 250,000 | $ 75,000 | $ 25,000 | $ 2,537,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal [Member] | Darling Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal [Member] | Efrat Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal [Member] | Lamadrid Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 31,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal [Member] | Omnibus Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,421,356 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 6,027 | $ 30,247 | $ 3,534 | $ 1,185 | $ 166,490 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | Darling Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | Efrat Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 183,040 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | Lamadrid Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | Omnibus Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 197,090 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Special Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Commissions | $ 799,053 | $ 1,043,028 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 9,785,978 | $ 13,037,859 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 3,042,167 | 28,973,020 | 28,973,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued, Price Per Warrant | (per share) | $ 0.34 | $ 0.45 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Description | Each special warrant was automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that was five business days following the date on which the Company obtained 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 was intended to be no later than November 30, 2018, and (ii) the date that was four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, known as Oasis Cannabis | Each special warrant was automatically exercisable, for no additional consideration, into units of the Company on the earlier of: (i) the date that was five business days following the date on which the Company obtained 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 was intended to be no later than November 30, 2018, and (ii) the date that was four months and one day after the completion of the Company's acquisition of all of the membership interests in Alternative Solutions, known as Oasis Cannabis | |||||||||||||||||||||||||||||||||||||||||||||||||||
Special Warrant, Value | $ 4,226,394 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Special Warrants, Value of Underlying Warants | 5,559,584 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ 403,588 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,495,373 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | (per share) | $ 0.65 | $ 0.65 | $ 0.45 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 36 months | 36 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrants or Rights, Value | $ 1,413,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other Noncash Expense | $ 7,142,550 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 33,463,838 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant Or Rights, Exercised (in Shares) | shares | 33,463,838 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | the unexercised special warrants were adjusted to entitle the holders to receive 1.1 units instead of one unit of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Green Capital Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 6,875,000 | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | $ 0.60 | $ 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 7,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Units, Value, Subscriptions | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | The units collectively represent (i) 7,500,000 shares of common stock, and (ii) three-year warrants to purchase an aggregate of 7,500,000 shares of common stock at an exercise price of $0.60 per share of common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 7,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Navy Capital [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 6,875,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Units, Value, Subscriptions | $ 2,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | The units collectively represent (i) 6,875,000 shares of common stock, and (ii) three-year warrants to purchase an aggregate of 6,875,000 shares of common stock at an exercise price of $0.60 per share of common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 6,875,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Subscription Agreements | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debenture Offering, Advisory and Agent Fees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 559,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 557,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | Each unit is comprised of one share of common stock and one-half of one common stock purchase warrant at an exercise price of $1.10 per whole share of common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit Issued (in Shares) | shares | 559,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit Exercise Price (in Dollars per share) | $ / shares | $ 1.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering Costs [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 249,397 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued to Consultants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued to Consultants [Member] | Lamadrid Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 294,173 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 412,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Canaccord Genuity Corp. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,343,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | Each compensation warrants warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of Common Stock and a warrant to purchase one-half share of Common Stock at an exercise price of $1.10 per share | ||||||||||||||||||||||||||||||||||||||||||||||||||||
YA II PN, Ltd [Member] | In Connection with Sale of Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 1,300,545 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
WestPark Capital Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 503,655 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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, Number of Securities Called by Warrants or Rights (in Shares) | shares | 205,238 | 205,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||
David Lamadrid [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 264,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.44 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 50,680 | $ 213,320 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 325,417 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 325,417 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 32,542 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | shares | 500,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 2 years | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 215,500 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 26,938 | 32,542 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | shares | 50,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 months | 4 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Restricted Common Stock | $ 17,995 | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock to be Issued (in Shares) | shares | 600,000 | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Payable | $ 213,321 | $ 213,321 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Finance Fee [Member] | Special Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,448,651 | 1,448,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Warrants [Member] | Special Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 2,317,842 | 2,317,842 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Warrants [Member] | Debenture Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 268,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 874,457 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debenture Offering, Advisory and Agent Fees [Member] | Debenture Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,074,720 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Term of Warrants | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price Per Unit (in Dollars per share) | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 941,972 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Units Issued (in Shares) | shares | 353,250 | 65,000 | 80,000 | 870,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 1,368,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | WestPark Capital Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | Lamadrid Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / 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 | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | Lamadrid Note [Member] | Minimum [Member] | WestPark Capital Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Units, Authorized (in Shares) | shares | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement, Westpark Offering [Member] | Lamadrid Note [Member] | Maximum [Member] | WestPark Capital Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS’ EQUITY (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Units, Authorized (in Shares) | shares | 4,000,000 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - Fair Value Measurement Inputs and Valuation Techniques | May 31, 2019 | May 31, 2018 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 79.02 | 99.36 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 4.003 | 0.9953 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.0268 | 0.0252 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.0277 | 0.0265 |
Measurement Input, Expected Term [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 3 | 3 |
STOCKHOLDERS_ EQUITY (Details_2
STOCKHOLDERS’ EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | May 31, 2017 | May 31, 2019 | May 31, 2018 | Nov. 14, 2018 | Sep. 06, 2018 | Aug. 14, 2018 | May 30, 2017 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.75 | $ 0.75 | $ 0.75 | ||||
Number of warrants outstanding (in Shares) | 54,818,985 | 4,495,750 | 0 | ||||
Weighted average remaining contractual life | 2 years 6 months | ||||||
Weighted average exercise price of outstanding warrants | $ 0 | $ 0.53 | $ 0.61 | ||||
Number of warrants exercisable (in Shares) | 54,818,985 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.53 | ||||||
Warrant Exercisable at $0.49 [Member] | |||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.49 | ||||||
Number of warrants outstanding (in Shares) | 33,465,110 | ||||||
Weighted average remaining contractual life | 2 years 6 months | ||||||
Weighted average exercise price of outstanding warrants | $ 0.49 | ||||||
Number of warrants exercisable (in Shares) | 33,465,110 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.49 | ||||||
Warrants Exercisable at $0.50 [Member] | |||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.50 | ||||||
Number of warrants outstanding (in Shares) | 2,736,500 | ||||||
Weighted average remaining contractual life | 2 years 266 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.50 | ||||||
Number of warrants exercisable (in Shares) | 2,736,500 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.50 | ||||||
Warrant Exercisable at $0.60 [Member] | |||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.60 | ||||||
Number of warrants outstanding (in Shares) | 17,500,000 | ||||||
Weighted average remaining contractual life | 2 years 6 months | ||||||
Weighted average exercise price of outstanding warrants | $ 0.60 | ||||||
Number of warrants exercisable (in Shares) | 17,500,000 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.60 | ||||||
Warrant Exercisable at $0.75 [Member] | |||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.75 | ||||||
Number of warrants outstanding (in Shares) | 837,500 | ||||||
Weighted average remaining contractual life | 1 year 266 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.75 | ||||||
Number of warrants exercisable (in Shares) | 837,500 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.75 | ||||||
Warrant Exercisable at $1.10 [Member] | |||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 1.10 | ||||||
Number of warrants outstanding (in Shares) | 279,875 | ||||||
Weighted average remaining contractual life | 2 years 197 days | ||||||
Weighted average exercise price of outstanding warrants | $ 1.10 | ||||||
Number of warrants exercisable (in Shares) | 279,875 | ||||||
Weighted average exercise price of exercisable warrants | $ 1.10 |
STOCKHOLDERS_ EQUITY (Details_3
STOCKHOLDERS’ EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Nov. 14, 2018 | Sep. 06, 2018 | Aug. 14, 2018 | Nov. 15, 2017 | May 31, 2017 | May 31, 2019 | May 31, 2018 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||||||
Warrants outstanding, Number of Shares | 0 | 4,495,750 | |||||
Warrants outstanding, Weighted Average Exercise Price | $ 0 | $ 0.53 | $ 0.61 | ||||
Granted, Number of Shares | 50,738,235 | 4,495,750 | |||||
Granted, Weighted Average Exercise Price | $ 0.75 | $ 0.53 | $ 0.61 | ||||
Exercised, Number of Shares | 25,000 | 40,000 | 350,000 | (415,000) | 0 | ||
Exercised, Weighted Average Exercise Price | $ 0.75 | $ 0 | |||||
Cancelled / Expired, Number of Shares | 0 | 0 | |||||
Cancelled / Expired, Weighted Average Exercise Price | $ 0 | $ 0 | |||||
Warrants outstanding, Number of Shares | 54,818,985 | 4,495,750 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jul. 31, 2019 | Mar. 01, 2019 | Jan. 08, 2019 | Nov. 14, 2018 | Oct. 23, 2018 | Aug. 23, 2018 | Aug. 01, 2018 | Jul. 31, 2018 | Jul. 27, 2018 | Jul. 24, 2018 | Jul. 01, 2018 | May 31, 2019 | May 31, 2018 | May 31, 2017 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Employee-related Liabilities, Current | $ 230,119 | $ 44,465 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 256,027 | $ 280,247 | $ 78,534 | $ 26,185 | 75,000 | 150,000 | ||||||||
Due to Related Parties, Current | 0 | 17,930 | ||||||||||||
Imputed Interest, Debt | 807 | 1,076 | ||||||||||||
Repayments of Related Party Debt | 137 | 237,794 | ||||||||||||
Share-based Payment Arrangement, Expense | 0 | 794,607 | ||||||||||||
Payments for Commissions | $ 250,000 | |||||||||||||
Notes Payable, Related Parties | 0 | 75,137 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 640,068 | 700,616 | 196,336 | 65,462 | 10,816,960 | |||||||||
Chief Executive Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Employee-related Liabilities, Current | 0 | 37,500 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 500,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 355,000 | |||||||||||||
Share-based Payment Arrangement, Expense | 325,417 | |||||||||||||
Former Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Employee-related Liabilities, Current | $ 16,250 | 16,250 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 103,989 | |||||||||||||
Former Officer [Member] | Principal [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 31,250 | |||||||||||||
Former Officer [Member] | Accrued Interest [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | 1,247 | |||||||||||||
Officers and Directors [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Due to Related Parties, Current | $ 0 | 17,930 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||
Repayments of Related Party Debt | $ 17,930 | |||||||||||||
Officers and Directors [Member] | Principal [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable, Related Parties | 143,887 | |||||||||||||
Officers and Directors [Member] | Accrued Interest [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Notes Payable, Related Parties | 5,142 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 25,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 months | 4 months | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 17,500 | |||||||||||||
Chief Operating Officer [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Employee-related Liabilities, Current | 37,500 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 50,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 2 years | 1 year | |||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 35,000 | |||||||||||||
Share-based Payment Arrangement, Expense | 32,542 | |||||||||||||
Director [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 700,000 | |||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 490,000,000,000 | |||||||||||||
Payments for Commissions | $ 250,000 | |||||||||||||
Board of Directors Chairman [Member] | Principal [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Repayments of Related Party Debt | 37,500 | |||||||||||||
Board of Directors Chairman [Member] | Accrued Interest [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Repayments of Related Party Debt | $ 3,903 | |||||||||||||
Affiliated Entity [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 196,336 | |||||||||||||
Affiliated Entity [Member] | Principal [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 75,000 | |||||||||||||
Affiliated Entity [Member] | Accrued Interest [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,534 | |||||||||||||
Accrued Salary Converted to Convertible Note [Member] | Chief Executive Officer and Director [Member] | ||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - Schedule of Debt Conversions - Related Party Debt [Member] | 12 Months Ended |
May 31, 2018USD ($)shares | |
Debt Conversion [Line Items] | |
Shares issued for conversion of debt (in Shares) | shares | (5,179,028) |
Chief Executive Officer [Member] | |
Debt Conversion [Line Items] | |
Shares issued for conversion of debt (in Shares) | shares | (1,624,819) |
Director [Member] | |
Debt Conversion [Line Items] | |
Shares issued for conversion of debt (in Shares) | shares | (149,203) |
Principal [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 1,421,356 |
Principal [Member] | Chief Executive Officer [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | 464,698 |
Principal [Member] | Director [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | 0 |
Accrued Interest [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | 197,090 |
Accrued Interest [Member] | Chief Executive Officer [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | 43,058 |
Accrued Interest [Member] | Director [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 46,626 |
Newcan Investment Partners, LLC [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Shares issued for conversion of debt (in Shares) | shares | (3,375,220) |
Newcan Investment Partners, LLC [Member] | Principal [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 956,658 |
Newcan Investment Partners, LLC [Member] | Accrued Interest [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 98,098 |
CLS Co 2016 LLC [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Shares issued for conversion of debt (in Shares) | shares | (29,786) |
CLS Co 2016 LLC [Member] | Principal [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 0 |
CLS Co 2016 LLC [Member] | Accrued Interest [Member] | Affiliated Entity [Member] | |
Debt Conversion [Line Items] | |
Debt Conversion, Original Debt, Amount | $ 9,308 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
May 31, 2019USD ($) | May 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Percent | 0.34 | 0.21 |
Operating Loss Carryforwards | $ 3,802,491 | $ 2,790,481 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal and state statutory rate | 21.00% | 34.00% |
Net operating loss carry forwards | $ 3,802,491 | $ 2,790,481 |
Valuation allowance for deferred tax assets | (3,802,491) | (2,790,481) |
Net deferred tax assets | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jul. 31, 2019 | May 14, 2019 | Apr. 08, 2019USD ($)shares | Mar. 01, 2019 | Jan. 08, 2019USD ($) | Nov. 14, 2018USD ($) | Oct. 23, 2018USD ($) | Aug. 23, 2018USD ($) | Aug. 01, 2018 | Jul. 31, 2018USD ($)shares | Jul. 27, 2018 | Jul. 01, 2018USD ($)shares | Apr. 06, 2018USD ($) | Jan. 05, 2018USD ($) | Nov. 30, 2017USD ($)shares | Oct. 09, 2017USD ($) | Aug. 23, 2017USD ($) | Jul. 20, 2016USD ($) | Mar. 31, 2016USD ($) | Aug. 01, 2015USD ($)shares | Oct. 01, 2014USD ($) | Feb. 28, 2019USD ($)ft² | Jul. 31, 2017USD ($)ft² | Jan. 31, 2016USD ($)ft² | Aug. 31, 2018shares | Feb. 28, 2019USD ($)ft² | May 31, 2019USD ($) | May 31, 2018USD ($) | Apr. 17, 2017ft² |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Loss Contingency Accrual, Provision | $ 10,000 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 256,027 | $ 280,247 | $ 78,534 | $ 26,185 | $ 75,000 | $ 150,000 | |||||||||||||||||||||||
Employee-related Liabilities, Current | 230,119 | 44,465 | |||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 0 | 794,607 | |||||||||||||||||||||||||||
Las Vegas, NV #2 [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 7,500 | ||||||||||||||||||||||||||||
Las Vegas, NV #2 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 9,501 | ||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Employment Agreement, Term | 5 years | ||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of the annual EBITDA | 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 | 0 | 37,500 | |||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 325,417 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | |||||||||||||||||||||||||||
Chief Executive Officer [Member] | Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 37,500 | $ 37,500 | $ 39,521 | $ 62,500 | $ 250,000 | $ 112,500 | |||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Employment Agreement, Term | 2 years | 5 years | |||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’ common stock in an amount equal to 3% of the annual EBITDA | 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 | ||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 32,542 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 2 years | 1 year | ||||||||||||||||||||||||||
President and Chief Financial Officer [Member] | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 600,000 | ||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 110,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 months | 4 months | |||||||||||||||||||||||||||
Former Officer [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Employee-related Liabilities, Current | $ 16,250 | $ 16,250 | |||||||||||||||||||||||||||
Building [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 72 months | ||||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 14,392 | ||||||||||||||||||||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #1 [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | |||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 1,400 | 1,400 | |||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #1 [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,785 | ||||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #1 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,887 | ||||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #2 [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 1,000 | ||||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #3 [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | |||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 2,504 | 2,504 | |||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #3 [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,210 | ||||||||||||||||||||||||||||
Building [Member] | Las Vegas, NV #3 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,339 | ||||||||||||||||||||||||||||
Building and Building Improvements [Member] | Las Vegas, NV #2 [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 5,900 | ||||||||||||||||||||||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 22,000 | ||||||||||||||||||||||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 11,000 | ||||||||||||||||||||||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 29,000 | ||||||||||||||||||||||||||||
Deposit [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Loss Contingency Accrual, Provision | $ 50,000 | ||||||||||||||||||||||||||||
Rent Expense [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Loss Contingency Accrual, Provision | 15,699 | ||||||||||||||||||||||||||||
Remaining Amounts Due Under Lease [Member] | |||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||||||
Loss Contingency Accrual, Provision | $ 30,000 | ||||||||||||||||||||||||||||
One Time Signing Bonus [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
One Time Signing Bonus [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||||||
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 | 50,000 | 250,000 | |||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 327,500 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | |||||||||||||||||||||||||||
One Time Signing Bonus [Member] | President and Chief Financial Officer [Member] | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
One Time Signing Bonus [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||
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 | 50,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Lessee, Operating Lease, Liability, Maturity | May 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |
2020 | $ 485,030 |
2021 | 379,092 |
2022 | 110,459 |
2023 | 113,735 |
2024 | 9,501 |
Thereafter | 0 |
Total | $ 1,097,817 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | May 31, 2019 | May 31, 2018 |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 1,265,751 |
Fair Value, Inputs, Level 1 [Member] | ||
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] | ||
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] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 1,265,751 |
FAIR VALUE OF FINANCIAL INSTR_4
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, 2019 | May 31, 2018 | |
Liabilities Measured at Fair Value | ||
Balance | $ 1,265,751 | $ 95,276 |
Reclassify to equity pursuant to ASU 2017-11 | (1,265,751) | |
Issuances | 3,671,505 | |
Convert or Redeem | (2,696,755) | |
Revaluation gain | 195,725 | |
Balance | $ 0 | $ 1,265,751 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Aug. 14, 2019 | Jul. 26, 2019 | Jul. 22, 2019 | Jul. 18, 2019 | Jul. 08, 2019 | Jun. 24, 2019 |
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Warrant Description | The amendment also provides that, if a Dilutive Issuance occurs, the warrant to be received upon conversion will be exercisable at a price equal to 137.5% of the Adjusted Conversion Price at the time of conversion of the debenture (the “Revised Warrant Exercise Price”). | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 15,000 | 16,250 | ||||
Warrant, Term of Warrants | 3 years | 3 years | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,500 | 8,125 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 1.10 | ||||
Debt Conversion, Converted Instrument, Amount | $ 12,000 | $ 13,000 | ||||
Repayments of Debt | $ 2,500,000 | |||||
Extinguishment of Debt, Amount | $ 275,000 | |||||
Payments to Acquire Notes Receivable | $ 175,000 | |||||
Notes Receivable, Related Parties | $ 325,000 | |||||
Chief Executive Officer [Member] | ||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 500,000 | |||||
Chief Operating Officer [Member] | ||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 50,000 |