Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Feb. 28, 2022 | Apr. 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | CLS HOLDINGS USA, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 128,208,082 | |
Amendment Flag | false | |
Entity Central Index Key | 0001522222 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55546 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-1352286 | |
Entity Address, Address Line One | 11767 South Dixie Highway, Suite 115 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33156 | |
City Area Code | 888 | |
Local Phone Number | 359-4666 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 3,454,584 | $ 1,665,263 |
Accounts Receivable | 842,673 | 684,935 |
Inventory | 2,342,608 | 1,228,052 |
Prepaid expenses and other current assets | 268,698 | 262,313 |
Total current assets | 6,908,563 | 3,840,563 |
Property, plant and equipment, net of accumulated depreciation of $1,883,803 and $1,434,614 | 3,192,354 | 3,475,668 |
Right of use assets, operating leases | 2,238,685 | 2,250,009 |
Intangible assets, net of accumulated amortization of $444,575 and $358,403 | 1,219,018 | 1,305,190 |
Goodwill | 557,896 | 557,896 |
Other assets | 249,955 | 167,455 |
Total assets | 14,366,471 | 11,596,781 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,875,042 | 1,608,625 |
Accrued interest, current | 325,456 | 267,945 |
Loan payable | 280,000 | 0 |
Lease liability - operating leases, current | 311,540 | 287,125 |
Taxes Payable | 3,283,617 | 2,490,295 |
Convertible notes payable - current, net of discount of $0 and $35,496 | 19,448,821 | 330,495 |
Total current liabilities | 25,524,476 | 4,984,485 |
Noncurrent liabilities | ||
Lease liability - operating leases, non-current | 1,970,464 | 1,979,294 |
Notes payable, net of discount of $1,876,208 and $0 | 2,498,792 | 0 |
Convertible notes payable - long term, net of discount of $0 and $0 | 0 | 19,729,822 |
Total Liabilities | 29,993,732 | 26,693,601 |
Commitments and contingencies | 0 | 0 |
Stockholder's 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 shares authorized at February 28, 2022 and 2021; 128,158,082 and 127,221,416 shares issued and outstanding at February 28, 2022 and May 31, 2021 | 12,817 | 12,723 |
Additional paid-in capital | 77,940,747 | 77,561,393 |
Common stock subscribed | 74,482 | 65,702 |
Accumulated deficit | (93,646,779) | (92,736,638) |
Stockholder's deficit attributable to CLS Holdings, Inc. | (15,618,733) | (15,096,820) |
Non-controlling interest | (8,528) | 0 |
Total stockholder's deficit | (15,627,261) | (15,096,820) |
Total liabilities and stockholders' deficit | $ 14,366,471 | $ 11,596,781 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 1,883,803 | $ 1,434,614 |
Intangible assets, accumulated amortization | 444,575 | 358,403 |
Convertible notes payable - current, discount | 0 | 35,496 |
Notes payable, discount | 1,876,208 | 0 |
Convertible notes payable - Long Term, discount | $ 0 | $ 0 |
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 | 750,000,000 |
Common stock, shares issued | 128,158,082 | 127,221,416 |
Common stock, outstanding | 128,158,082 | 127,221,416 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 5,588,266 | $ 4,544,082 | $ 16,502,978 | $ 13,232,840 |
Cost of goods sold | 2,701,160 | 2,488,906 | 7,989,817 | 6,487,089 |
Gross margin | 2,887,106 | 2,055,176 | 8,513,161 | 6,745,751 |
Selling, general and administrative expenses | 3,492,691 | 2,511,502 | 9,440,918 | 7,717,063 |
Total operating expenses | 3,492,691 | 2,511,502 | 9,440,918 | 7,717,063 |
Operating loss | (605,585) | (456,326) | (927,757) | (971,312) |
Other (income) expense: | ||||
Interest expense, net | 589,692 | 757,740 | 1,416,164 | 2,237,166 |
Impairment of note receivable | 0 | 2,498,706 | 0 | 2,498,706 |
Gain on settlement of note receivable | (522,246) | 0 | (2,218,574) | 0 |
Total other (income) expense | 67,446 | 3,256,446 | (802,410) | 4,735,872 |
Loss before income taxes | (673,031) | (3,712,772) | (125,347) | (5,707,184) |
Provision for income tax | (324,265) | 0 | (793,322) | 0 |
Net loss | (997,296) | (3,712,772) | (918,669) | (5,707,184) |
Non-controlling interest | 5,028 | 0 | 8,528 | 0 |
Net loss attributable to CLS Holdings, Inc. | $ (992,268) | $ (3,712,772) | $ (910,141) | $ (5,707,184) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.01) | $ (0.03) | $ (0.01) | $ (0.05) |
Weighted average shares outstanding – basic and diluted (in Shares) | 128,158,080 | 126,635,303 | 128,099,753 | 126,568,117 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Issued to Officers [Member]Stock Payable [Member] | Issued to Officers [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at May. 31, 2020 | $ 12,653 | $ 71,196,814 | $ 241,109 | $ (76,846,124) | $ (5,395,548) | |||
Balance (in Shares) at May. 31, 2020 | 126,521,416 | |||||||
Common stock issued | $ 80,813 | $ 80,813 | ||||||
Fair value of warrants issued with debenture offering | 0 | |||||||
Common stock issued to officer from stock payable | $ 30 | 122,690 | (122,720) | |||||
Common stock issued to officer from stock payable (in Shares) | 300,000 | |||||||
Stock issued for services | (25,750) | (25,750) | ||||||
Net (loss) income | (5,707,184) | (5,707,184) | ||||||
Balance at Feb. 28, 2021 | $ 12,683 | 71,319,504 | 173,452 | (82,553,308) | (11,047,669) | |||
Balance (in Shares) at Feb. 28, 2021 | 126,821,416 | |||||||
Balance at May. 31, 2021 | $ 12,723 | 77,561,393 | 65,702 | (92,736,638) | (15,096,820) | |||
Balance (in Shares) at May. 31, 2021 | 127,221,416 | |||||||
Common stock issued for conversion of debt | $ 94 | 280,906 | 281,000 | |||||
Common stock issued for conversion of debt (in Shares) | 936,666 | |||||||
Common stock issued | 8,780 | 8,780 | ||||||
Fair value of warrants issued with debenture offering | 98,448 | 98,448 | ||||||
Net (loss) income | (910,141) | $ (8,528) | (918,669) | |||||
Balance at Feb. 28, 2022 | $ 12,817 | $ 77,940,747 | $ 74,482 | $ (93,646,779) | $ (8,528) | $ (15,627,261) | ||
Balance (in Shares) at Feb. 28, 2022 | 128,158,082 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | $ (997,296) | $ (3,712,772) | $ (918,669) | $ (5,707,184) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Fair value of shares issued to consultants | 0 | (25,750) | |||
Amortization of debt discounts | 132,735 | 1,185,210 | |||
Fair value of shares vested by officers | 8,780 | 80,813 | |||
Gain on settlement of note receivable | (522,246) | 0 | (2,218,574) | 0 | |
Impairment of note receivable | 0 | 2,498,706 | 0 | 2,498,706 | |
Depreciation and amortization expense | 535,361 | 511,036 | |||
Bad debt expense | 2,329 | 0 | 2,329 | 5,927 | |
Changes in assets and liabilities: | |||||
Accounts receivable | (160,067) | (121,955) | |||
Prepaid expenses and other current assets | (6,385) | (158,949) | |||
Inventory | (1,114,556) | (394,414) | |||
Interest receivable | 0 | 2,500 | |||
Right of use asset | 82,479 | 240,736 | 266,734 | ||
Accounts payable and accrued expenses | 266,417 | 6,865 | |||
Accrued interest | 95,050 | 258,113 | |||
Funds held in escrow | 0 | (150,000) | |||
Deferred tax liability | 793,322 | 0 | |||
Operating lease liability | (213,827) | (314,311) | $ (1,787,472) | ||
Net cash used in operating activities | (2,557,348) | (2,056,659) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Payments to purchase property, plant and equipment | (165,875) | (181,266) | |||
Cash paid for construction deposit on grow facility | (82,500) | 0 | |||
Proceeds from collection of note receivable | 2,218,574 | 1,544,291 | |||
Net cash used in investing activities | 1,970,199 | 1,363,025 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from loan payable | 808,800 | ||||
Repayments of loans payable | (566,339) | ||||
Proceeds from debenture offering | 514,100 | 2,500,000 | 0 | ||
Principal payments on notes payable | (365,991) | 0 | |||
Net cash used in financing activities | 2,376,470 | 0 | |||
Net increase in cash and cash equivalents | 1,789,321 | (693,634) | |||
Cash and cash equivalents at beginning of period | 1,665,263 | 2,925,568 | |||
Cash and cash equivalents at end of period | $ 3,454,584 | $ 2,231,934 | 3,454,584 | 2,231,934 | $ 3,454,584 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Interest paid | 1,221,173 | 943,817 | |||
Income taxes paid | 0 | 0 | |||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capitalized interest on convertible debentures | 0 | 212,601 | |||
Common stock issued for conversion of convertible notes payable | 281,000 | 0 | |||
Shares issued for services issued from stock payable | 0 | 122,720 | |||
Initial ROU asset and lease liability | 229,412 | 0 | |||
Original issue discount on notes payable | 1,875,000 | 0 | |||
Fair value of warrants issued with debenture offering | $ 98,448 | $ 0 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 1 Nature of Business and 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 direct and indirect 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”), and its 50% interest in Kealii Okamalu LLC (“Kealii Okamalu”). 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”). The Company consolidates Kealii Okamalu because the Company is its sole manager. All material intercompany transactions have been eliminated upon consolidation of these entities. Nature of Business CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. On November 12, 2014, CLS Labs 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. The Company has applied for regulatory approval to own its interest in the Oasis LLCs through Alternative Solutions under the revised structure of the transaction, which is currently under review. 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 had 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 was 60 days after such date. If CLS Massachusetts exercised the IGH Option, the Company, a wholly-owned subsidiary of the Company and IGH would enter into a merger agreement (the form of which had 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 would 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 entered into agreements pursuant to which such stockholders, 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 was evidenced by a secured promissory note of IGH, which bore interest at the rate of 6% per annum and was to mature 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 did not exercise the Option on or prior to the date that was 30 days following the end of the option period, the loan amount would 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. By letter agreement dated January 31, 2020, the Company, CLS Massachusetts and IGH extended the IGH Option Agreement to February 4, 2020. On February 4, 2020, CLS Massachusetts exercised the IGH Option and IGH subsequently asserted that CLS Massachusetts’ exercise was invalid. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the IGH Note. On February 27, 2020, IGH informed CLS Massachusetts that it did not plan to make further payments under the IGH Note on the theory that the break-up excused additional payments. This dispute, including whether IGH breached the IGH Option and whether CLS was entitled to collect default interest, was in litigation. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which included $2,497,884 in principal and $822 in accrued interest. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and a secured promissory note dated and executed by IGH in favor of the Company effective on June 11, 2021 (the “IGH Settlement Note”). Pursuant to the IGH Settlement Note, IGH shall pay the Company $3,000,000, $500,000 of which was paid on or before June 21, 2021. A second payment of $500,000 was paid on or before July 12, 2021. The remaining $2,000,000 and accrued interest is being paid in 12 equal monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. During the nine months ended February 28, 2022, the Company received $2,218,572 under the IGH Settlement Note, which includes $2,166,667 in principal and $51,905 in accrued interest. As of February 28, 2022, the amount due under the IGH Settlement Note was $833,333. The Company records amounts paid under the IGH Settlement Note as gains when payments are received. On August 24, 2021, the Company formed Kealii Okamalu, LLC, a Nevada limited liability company. The Company and an additional investor each acquired a 50% ownership interest in Kealii Okamalu, and agreed to contribute up to $3,000,000 each for their respective membership interests. At February 28, 2022, the Company and the outside investor had contributed $100,000 and $0 of this amount, respectively. Kealii Okamalu was formed in order to pursue certain joint venture opportunities in the state of Nevada. On January 4, 2018, the former Attorney General, Jeff Sessions, rescinded the memorandum issued by former Deputy Attorney General James Cole on August 29, 2013 (as amended on February 14, 2014, the “Cole Memo”), the Cole Banking Memorandum, and all other related Obama-era DOJ cannabis enforcement guidance. 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 U.A. Attorneys’ Manual (“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. William Barr served as United States Attorney General from February 14, 2019 to December 23, 2020. The DOJ under Mr. Barr did not take a formal position on federal enforcement of laws relating to cannabis. On March 11, 2021, United States President Biden’s nominee, Merrick Garland was sworn in as the U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis. Nonetheless, there is no guarantee that the position of the Department of Justice will not change. 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. Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. 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 $3,454,584 and $1,665,263 as of February 28, 2022 and May 31, 2021, respectively. 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 $2,329 and $0 of bad debt expense during the three months ended February 28, 2022 and 2021, respectively. The Company had $2,329 and $5,927 of bad debt expense during the nine months ended February 28, 2022 and 2021, respectively. Inventory Inventories are stated at the lower of cost or market. Cost is determined using a perpetual inventory system whereby costs are determined by acquisition costs of individual items included in inventory. 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.” At February 28, 2022, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. 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. Non-Controlling Interests The Company reports “non-controlling interest in subsidiary” as a component of equity, separate from parent’s equity, on the Consolidated Balance Sheets. In addition, the Company’s Consolidated Statements of Operations includes “net income (loss) attributable to non-controlling interest.” Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Joint Ventures” for additional information on the Company’s VIEs. 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 $299,154 and $383,128 for the three months ended February 28, 2022 and 2021, respectively. Total recognized advertising and marketing expenses were $1,087,692 and $826,867 for the nine months ended February 28, 2022 and 2021, respectively. Research and Development Research and development expenses are charged to operations as incurred. Total recognized research and development expenses were $1,800 and $8,334 for the three months ended February 28, 2022 and 2021, respectively. Total recognized research and development expenses were $12,308 and $20,726 for the nine months ended February 28, 2022 and 2021, respectively. Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. Revenue Recognition Revenue from the sale of cannabis products is recognized by Oasis 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”). City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries, cultivators and distributors within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to licensed 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 commercial sales of products and licensing agreements 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 three and nine months ended February 28, 2022 and 20201 Disaggregation of Revenue The following table represents a disaggregation of revenue for the three and nine months ended February 28, 2022 and 2021: For the Nine For the Nine Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 10,670,203 10,202,638 Cannabis Production 5,832,775 3,030,202 $ 16,502,978 $ 13,232,840 For the Three For the Three Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 3,333,229 3,384,139 Cannabis Production 2,255,037 1,159,943 $ 5,588,266 $ 4,544,082 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 February 28, 2022 and 2021, the Company had the following potentially dilutive instruments outstanding: At February 28, 2022, a total of 76,251,384 shares (7,346,297 issuable upon the exercise of warrants, 3,041,290 issuable upon the exercise of unit warrants, 65,693,797 issuable upon the conversion of convertible notes payable and accrued interest, and 170,000 in stock to be issued). At February 28 2021, a total of 87,861,815 shares (54,410,145 issuable upon the exercise of warrants; 7,676,974 issuable upon the exercise of unit warrants; 25,454,696 issuable upon the conversion of convertible notes payable and accrued interest; and 320,000 in stock to be issued). 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 calculations. A net loss causes all outstanding stock options and warrants to be anti-dilutive. As a result, the basic and dilutive losses per common share are the same for the three and nine months ended February 28, 2022 and for the three months ended February 28, 2021. For the nine months ended February 28, 2022, the Company excluded from the calculation of fully diluted earnings per share the following instruments which were anti-dilutive: shares issuable pursuant to the conversion of notes payable and accrued interest, and shares issuable pursuant to the exercise of stock options and warrants. The Company included 170,000 shares of common stock issuable in fully diluted earnings per share for the nine months ended February 28, 2022. 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. Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. 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 January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. During the year ended May 31, 2020, the Company recorded an impairment of goodwill in the amount of $25,185,003 pursuant to ASU No. 2017-04. At February 28, 2022, the net amount of goodwill on the Company’s balance sheet remained at $557,896. 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. |
Going Concern
Going Concern | 9 Months Ended |
Feb. 28, 2022 | |
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 $93,646,779 as of February 28, 2022. The Company’s auditors stated in their opinion on the Company’s financial statements for the year ended May 31, 2021 that there was substantial doubt about the Company’s ability to continue as a going concern, and that further losses were 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. 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. |
Joint Venture and Options Trans
Joint Venture and Options Transaction | 9 Months Ended |
Feb. 28, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Note 3 Joint Venture and Options Transaction In Good Health On October 31, 2018, the Company, CLS Massachusetts, and IGH, which converted to a for-profit corporation on November 6, 2018 (the “Conversion”), entered into the IGH Option Agreement. Under the terms of the IGH Option Agreement, CLS Massachusetts had 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 was one year after the effective date of the Conversion and December 1, 2019, and ending on the date that was 60 days after such date (the “Option Period”). If CLS Massachusetts exercised the IGH Option, the Company, a wholly-owned subsidiary of the Company and IGH would enter into the IGH Merger Agreement (the form of which had been agreed to by the parties). At the effective time of the merger contemplated by the IGH Merger Agreement, CLS Massachusetts would 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 On October 31, 2018, as consideration for the IGH 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”). The IGH Loan was evidenced by a secured promissory note of IGH (the “IGH Note”), which bore interest at the rate of 6% per annum and was scheduled to mature on October 31, 2021. The Company recorded interest income in the amounts of $149,972 and $296,450 on the IGH Loan during the twelve months ended May 31, 2021 and 2020, respectively. On March 1, 2020, the Company capitalized interest in the amount of $399,453 into the principal amount due. During the years ended May 31, 2021 and 2020, the Company capitalized interest in the amount of $0 and $399,453, respectively, on the IGH Note. During the year ended May 31, 2021, the Company received payments on the IGH Note in the amount of $1,696,765. The Company applied these payments as follows; $1,544,291 as a repayment of principal and $152,473 as a repayment of accrued interest. During the year ended May 31, 2020, the Company received payments on the IGH Note in the amount of $1,425,000. The Company applied these payments as follows; $1,357,278 as a repayment of principal and $67,722 as a repayment of accrued interest. To secure the obligations of IGH to the Company under the IGH 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 did not exercise the IGH Option on or prior to the date that was 30 days following the end of the Option Period, the IGH Loan Amount would 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 IGH Option Agreement), in which case the Break-Up Fee would not apply and there would be no reduction to the Loan Amount. On August 26, 2019, the parties amended the IGH Option to, among other things, extend the Option Period and delay closing until January 2020. By letter agreement dated January 31, 2020, the Company, CLS Massachusetts and IGH extended the IGH Option Agreement to February 4, 2020. On February 4, 2020, CLS Massachusetts exercised the IGH Option and IGH subsequently asserted that CLS Massachusetts’ exercise was invalid. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the IGH Note. On February 27, 2020, IGH informed CLS Massachusetts that it did not plan to make further payments under the IGH Note on the theory that the Break-Up Fee excused additional payments. This dispute, including whether IGH breached the IGH Option and whether CLS was entitled to collect default interest, was in litigation. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which included $2,497,884 in principal and $822 in accrued interest. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and the IGH Settlement Note. Pursuant to the IGH Settlement Note, IGH shall pay the Company $3,000,000, $500,000 of which was paid on or before June 21, 2021. A second payment of $500,000 was paid on or before July 12, 2021. The remaining $2,000,000 and accrued interest is being paid in 12 equal monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. During the nine months ended February 28, 2022, the Company received $2,218,572 under the IGH Settlement Note, which includes $2,166,667 in principal and $51,905 in accrued interest. The Company records amounts paid under the IGH Settlement Note as gains when payments are received. Quinn River Joint Venture On October 20, 2021, the Company entered into a management services agreement (the “Quinn River Joint Venture Agreement”) through its 50% owned subsidiary, Kealii Okamalu, with CSI Health MCD LLC (“CSI”) and a commission established by the authority of the Tribal Council of the Fort McDermitt Paiute and Shoshone Tribe (“Tribe”). The purpose of the Quinn River Joint Venture Agreement is to establish a business (the “Quinn River Joint Venture”) to grow, cultivate, process, and sell cannabis and related products. The Quinn River Joint Venture Agreement has an initial term of 10 years plus a 10 year renewal option from the date the first cannabis crop produced is harvested and sold. Pursuant to the Quinn River Joint Venture Agreement, Kealii Okamalu will lease approximately 30 acres of the Tribe’s land located along the Quinn River at a cost of $3,500 per month and manage the design, finance and construction of a cannabis cultivation facility on such tribal lands (“the Cultivation Facility”). Kealii Okamalu will also manage the ongoing operations of the Cultivation Facility and related business, including, but not limited to, cultivation of cannabis crops, personnel staffing, product packaging, testing, marketing and sales. Packaged products will be branded as “Quinn River Farms.” The Company will provide 10,000 square feet of warehouse space at its Las Vegas facility, and will have preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu will contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount will be repaid from the portion of the net profits of the Quinn River Joint Venture otherwise payable to CSI and the Tribe at the rate of $750,000 per quarter for eight quarters. Kealii Okamalu will receive one-third of the net profits of the Quinn River Joint Venture. The Company is the manager of and holds a 50% ownership interest in Kealii Okamalu. Kealii Okamalu is a VIE which the Company consolidates. The Quinn River Joint Venture is not a legal entity but rather a business operated by Kealii Okamalu. The Company uses the equity method of accounting to record one-third of the profit or loss generated by the Quinn River Joint Venture, which accrues to Kealii Okamalu. Since the Company is a 50% owner of Kealii Okamalu, 50% of the profit or loss of Kealii Okamalu is recorded as minority interest in the Company’s statement of operations. During the nine months ended February 28, 2022, Kealii Okamalu made a deposit of $100,000 towards the construction of the Cultivation Facility; $17,500 of this amount was utilized to pay lease charges on the leased land, and the remaining $82,500 is classified as a construction deposit in other assets on the Company’s balance sheet at February 28, 2022. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 4 Accounts Receivable Accounts receivable was $842,673 and $684,935 at February 28, 2022 and May 31, 2021, respectively. During the three months ended February 28, 2022 and 2021, the Company had bad debt expense in the net amount of $2,329 and $0. During the nine months ended February 28, 2022 and 2021, the Company had bad debt expense in the net amount of $2,329 and $5,927. No allowance for doubtful accounts was necessary during the three and nine months ended February 28, 2022 and 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | Note 5 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: February 28, 2022 May 31, 2021 Deposits $ 2,121 $ 2,244 Prepaid expenses 189,077 250,069 Other receivable 77,500 10,000 Total $ 268,698 $ 262,313 Deposits consist of amounts paid in advance for the acquisition of property and equipment. Prepaid expenses consist primarily of annual license fees charged by the State of Nevada; these fees are paid in advance, and amortized over the one-year term of the licenses. |
Inventory
Inventory | 9 Months Ended |
Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 6 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: February 28, May 31, 2022 2021 Raw materials $ 427,198 $ 344,085 Finished goods 1,915,410 883,967 Total $ 2,342,608 $ 1,228,052 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 | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | Note 7 Notes Receivable IGH Note Receivable On October 31, 2018, in connection with an option to purchase transaction (see note 4), the Company loaned $5,000,000 pursuant to the IGH Note to IGH. On November 6, 2018, IGH converted to a for-profit corporation. The IGH Note bore interest at the rate of 6% per annum. On March 1, 2020 (the “Initial Payment Date”), all accrued interest was added to the outstanding principal due thereunder and such amount was payable in eight equal quarterly installments, commencing on the Initial Payment Date, together with interest accruing after the Initial Payment Date. The IGH Note was to mature and all outstanding principal, accrued interest and any other amounts due thereunder, was 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 the IGH Option Agreement between the Company and IGH, among others, in both cases dated as of October 31, 2018 and the other IGH Loan Documents, and was secured by the collateral described in the IGH Loan Documents and by such other collateral as may in the future have been granted to the Company to secure the IGH Note. During the years ended May 31, 2021 and 2020, the Company recorded interest income in the amounts of $149,972 and $296,250, respectively, in connection with the IGH Note. During the years ended May 31, 2021 and 2020, the Company capitalized interest in the amount of $0 and $399,453, respectively, on the IGH Note. During the year ended May 31, 2021, the Company received payments on the IGH Note in the total amount of $1,696,765. The Company applied these payments as follows; $1,544,291 as a repayment of principal and $152,473 as a repayment of accrued interest. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the Note. This dispute, including whether IGH breached the IGH Option and whether CLS was entitled to collect default interest, was in litigation. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which included $2,497,884 in principal and $822 in accrued interest. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and the IGH Settlement Note. Pursuant to the IGH Settlement Note, IGH shall pay the Company $3,000,000, $500,000 of which was paid on or before June 21, 2021. A second payment of $500,000 was paid on or before July 12, 2021. The remaining $2,000,000 and accrued interest is being paid in 12 equal monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. During the three months ended February 28, 2022, the Company received $522,245 under the IGH Settlement Note, which includes $500,000 in principal and $22,245 in accrued interest. During the nine months ended February 28, 2022, the Company received $2,218,572 under the IGH Settlement Note, which includes $2,166,667 in principal and $51,905 in accrued interest. As of February 28, 2022, the amount due under the IGH Settlement Note was $833,333. The Company records amounts paid under the IGH Settlement Note as gains when payments are received. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 8 Property, Plant and Equipment Property, plant and equipment consisted of the following at February 28, 2022 and May 31, 2021. February 28, 2022 May 31, 2021 Office equipment $ 126,824 $ 120,068 Furniture and fixtures 148,358 145,103 Machinery & Equipment 1,950,500 1,823,094 Leasehold improvements 2,850,475 2,822,017 Less: accumulated depreciation (1,883,803 ) (1,434,614 ) Property, plant, and equipment, net $ 3,192,354 $ 3,475,668 The Company made payments in the amounts of $165,875 and $181,266 for property and equipment during the nine months ended February 28, 2022 and 2021, respectively. Depreciation of property, plant, and equipment was $150,883 and $139,989 for the three months ended February 28, 2022 and 2021 respectively. Depreciation of property, plant, and equipment was $449,189 and $423,737 for the nine months ended February 28, 2022 and 2021, respectively. |
Right to Use Assets and Liabili
Right to Use Assets and Liabilities – Operating Leases | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 9 Right to Use Assets and Liabilities Operating Leases The Company has operating leases for offices and warehouses. The Company’s leases have remaining lease terms of 1 year to 10.5 years, some of which include options to extend. The Company’s lease expense for the three and nine months ended February 28, 2022 was entirely comprised of operating leases and amounted to $73,874 and $323,218, respectively. The Company’s right of use (“ROU”) asset amortization for the three and nine months ended February 28, 2022 was $82,479 and $240,736, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. The Company has recorded total right to use assets of $4,112,876 and liabilities in the amount of $4,069,476 through February 28, 2022, resulting in gains in the amount of $28,511 during the year ended May 31, 2020 and $14,899 during the year ended May 31, 2021. During the year ended May 31, 2020, the Company entered into agreements to amend certain of its operating leases. The lease of the dispensary and administrative offices at 1800 Industrial Road was extended from June 30, 2023 to February 28, 2030, and the lease of the offices at 1718 Industrial Road was extended from August 31, 2020 to August 31, 2022. During the year ended May 31, 2021, the Company entered into an agreement to extend the lease of its cultivation and processing facility at 203 E. Mayflower Avenue through February 28, 2030. On October 20, 2021, pursuant to the Quinn River Joint Venture Agreement (see note 4), the Company, through Kealii Okamalu, entered into a lease agreement (the “Quinn River Lease”) for approximately 30 acres of land for purposes of building and operating a facility to grow cannabis. The lease has a term of 10 years, with a 10-year renewal option, from the date of the initial harvest produced under the Quinn River Joint Venture Agreement, which is expected to occur in the first quarter of fiscal 2023. Rent is $3,500 per month. The initial amount of the right to use asset and operating lease liability under the Quinn River Lease was $221,469. Right to use assets – operating leases are summarized below: February 28, 2022 Amount at inception of leases $ 4,112,876 Amount amortized (1,874,191 ) Balance – February 28, 2022 $ 2,238,685 Operating lease liabilities are summarized below: Amount at inception of leases $ 4,069,476 Amount amortized (1,787,472 ) Balance – February 28, 2022 $ 2,282,004 Warehouse and offices $ 2,055,145 Land 218,488 Office equipment 8,371 Balance – February 28, 2022 $ 2,282,004 Lease liability $ 2,282,004 Less: current portion (311,540 ) Lease liability, non-current $ 1,970,464 Maturity analysis under these lease agreements is as follows: Twelve months ended February 28, 2023 $ 496,066 Twelve months ended February 28, 2024 499,103 Twelve months ended February 28, 2025 512,532 Twelve months ended February 28, 2026 526,358 Twelve months ended February 28, 2027 226,297 Thereafter 799,417 Total $ 3,059,773 Less: Present value discount (777,769 ) Lease liability $ 2,282,004 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 10 Intangible Assets Intangible assets consisted of the following at February 28, 2022 and May 31, 2021: February 28, 2022 Gross Accumulated Amortization Net Intellectual Property $ 319,600 $ (117,187 ) $ 202,413 License & Customer Relations 990,000 (181,500 ) 808,500 Tradenames - Trademarks 301,000 (110,367 ) 190,633 Non-Compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (8,521 ) 17,472 Total $ 1,663,593 $ (444,575 ) $ 1,219,018 May 31, 2021 Gross Accumulated Amortization Net Intellectual Property $ 319,600 $ (93,217 ) $ 226,383 License & Customer Relations 990,000 (144,375 ) 845,625 Tradenames - Trademarks 301,000 (87,792 ) 213,208 Non-Compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (6,019 ) 19,974 Total $ 1,663,593 $ (358,403 ) $ 1,305,190 Total amortization expense charged to operations for the three months ended February 28, 2022 and 2021 was $28,023 and $28,716, respectively. Total amortization expense charged to operations for the nine months ended February 28, 2022 and 2021 was $86,172 and $87,299, respectively. Amount to be amortized during the twelve months ended February 28, 2023 $ 111,989 2024 111,989 2025 111,989 2026 111,989 2027 111,989 Thereafter 659,073 $ 1,219,018 |
Goodwill
Goodwill | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | Note 11 Goodwill The Company recorded goodwill in the amount of $25,742,899 in connection with the acquisition of Alternative Solutions on June 27, 2018. Goodwill Impairment Test The Company assessed its intangible assets as of May 31, 2020 for purposes of determining if an impairment existed as set forth in ASC 350 – Intangibles – Goodwill and Other and ASC 360 – Property Plant and Equipment. Pursuant to ASC 360, the Company recorded an impairment of goodwill in the amount of $25,185,003 based upon the difference between the carrying value of $25,742,899 and the fair value of $557,896. Fair value was based upon the price of the Company’s common stock at May 31, 2020 of $0.06 per share. At May 31, 2020, the net amount of goodwill on the Company’s balance sheet was $557,896. The Company also assessed its intangible assets as of May 31, 2021 for purposes of determining if an impairment existed as set forth in ASC 350 – Intangibles – Goodwill and Other and ASC 360 – Property Plant and Equipment. Pursuant to ASC 360, the Company determined that the fair value of its intangible assets exceeded the carrying value of goodwill for the year ended May 31, 2021. As a result, no impairment was recorded during the year ended May 31, 2021. At February 28, 2022, the net amount of goodwill on the Company’s balance sheet was $557,896. |
Other Assets
Other Assets | 9 Months Ended |
Feb. 28, 2022 | |
Other Non-current Assets Disclosure [Abstract] | |
Other Non-current Assets Disclosure [Text Block] | Note 12 Other Assets Other assets consisted of the following at February 28, 2022 and May 31, 2021: February 28, May 31, 2022 2021 Security deposits $ 167,455 $ 167,455 Construction deposit 82,500 - $ 249,955 $ 167,455 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 13 Accounts Payable and Accrued Liabilities Accrued accounts payable and accrued liabilities consisted of the following at February 28, 2022 and May 31, 2021: February 28, 2022 May 31, 2021 Trade accounts payable $ 883,939 $ 771,843 Accrued payroll and payroll taxes 260,785 279,721 Accrued liabilities 730,318 557,061 Total $ 1,875,042 $ 1,608,625 |
Loan Payable
Loan Payable | 9 Months Ended |
Feb. 28, 2022 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 14- Loan Payable The Company is a party to an agreement with a lender to finance short term purchases of inventory (the “Short Term Financing Agreement”) for two of its subsidiaries. On November 9, 2021, the Company received cash in the amount of $294,700, net of fees in the amount of $9,114, pursuant to the Short Term Financing Agreement. During the three months ended February 28, 2022, the Company received cash proceeds in the amount of $514,100 from three additional loans under the Short Term Financing Agreement, made payments in the amount of $566,339, and incurred fees in the amount of $28,425. At February 28, 2022, the balance due under the Short Term Financing Agreement was $280,000. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Short-Term Debt [Text Block] | Note 15 Convertible Notes Payable February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 1 was convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 1 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 1, the conversion price of U.S. Convertible Debenture 1 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 1 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $3,254,896 on the U.S. Convertible Debenture 1. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $90,089 and $270,267 on the U.S. Convertible Debenture 1, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $90,089 and $270,267, respectively. On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $2,038,803 during the year ended May 31, 2021 in connection with this amendment. $ 4,504,457 $ 4,504,457 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 the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 2 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 2 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 2, the conversion price of U.S. Convertible Debenture 2 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 2 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $813,724 on the U.S. Convertible Debenture 2. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $22,522 and $67,567 on the U.S. Convertible Debenture 2, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $22,522 and $67,567, respectively. On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $509,700 during the year ended May 31, 2021. 1,126,114 1,126,114 February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 3 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 3 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 3, the conversion price of U.S. Convertible Debenture 3 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 3 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $75,415 on the U.S. Convertible Debenture 3. During the three and nine months ended February 28, 2022, $0 and $10,474 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $3,604 on the U.S. Convertible Debenture 3, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $5,106, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 112,613 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 the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 4 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 4 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 4, the conversion price of U.S. Convertible Debenture 4 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 4 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $416,653 on the U.S. Convertible Debenture 4. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,982 and $35,946 on the U.S. Convertible Debenture 4, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $11,982 and $35,946, respectively. On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $271,164 during the year ended May 31, 2021. 599,101 599,101 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 the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 5 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $120,100 on the U.S. Convertible Debenture 5. During the three and nine months ended February 28, 2022, $0 and $16,681 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $5,480 on the U.S. Convertible Debenture 5, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $7,733, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 168,919 February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 6 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $60,049 on the U.S. Convertible Debenture 6. During the three and nine months ended February 28, 2022, $0 and $8,340 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $2,740 on the U.S. Convertible Debenture 6, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $3,866, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 84,459 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 the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures were to mature on a date that was three years following issuance. The Canaccord Debentures were convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. During the three months ended November 30, 2019, in two separate transactions, principal in the aggregate amount of $25,857 was converted into an aggregate of 32,321 shares of the Company’s common stock, and warrants to purchase 16,160 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. No discount was recorded for the fair value of the warrants issued. Because the market price of the Company’s common stock was less than the conversion price on the date of issuance of the Canaccord Debentures, a discount was not recorded on the Canaccord Debentures. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $264,383 and $794,148 on the Canaccord Debentures, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $264,383 and $793,149, respectively. Also, during the three and nine months ended February 28, 2022, the Company transferred the amounts of $0 and $212,601 from accrued interest to principal of the Canaccord Debentures, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $3,286,012 during the year ended May 31, 2021. During the quarter ended August 31, 2021, principal in the aggregate amount of $281,000 was converted into an aggregate of 936,666 shares of the Company’s common stock, and warrants to purchase 468,333 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. 13,219,149 13,500,150 Total - Convertible Notes Payable $ 19,448,821 $ 20,905,813 Less: Discount (- ) (35,496 ) Convertible Notes Payable, Net of Discounts $ 19,448,821 $ 20,060,317 February 28, 2022 May 31, 2021 Total - Convertible Notes Payable, Net of Discounts, Current Portion, net of discount of $0 and $1,053,520 $ 19,448,821 $ 330,495 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion, net of discount of $0 and $0 $ - $ 19,729,822 February 28, 2022 February 28, 2021 Discounts on notes payable amortized to interest expense – 3 months ended February 28, 2022 and 2021, respectively $ - $ 35,495 Discounts on notes payable amortized to interest expense – 9 months ended February 28, 2022 and 2021, respectively $ 132,735 $ 1,185,210 |
Notes Payable
Notes Payable | 9 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 16- Notes Payable February 28, 2022 May 31, 2021 Debenture in the principal amount of $250,000 (the “Debenture 1”) dated December 1, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,223 on the Debenture 1. During the three and nine months ended February 28, 2022, $1,667 and $1,667 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 1. During the three and nine months ended February 28, 2022, $18,145 and $18,145 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $9,375 and $9,375 on the Debenture 1, respectively. $ 250,000 $ - Debenture in the principal amount of $250,000 (the “Debenture 2”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 2 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $10,428 on the Debenture 2. During the three and nine months ended February 28, 2022, $673 and $673 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 2. During the three and nine months ended February 28, 2022, $12,097 and $12,097 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $7,188 and $7,188 on the Debenture 1, respectively. 250,000 - February 28, 2022 May 31, 2021 Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $19,335 on the Debenture 3. During the three and nine months ended February 28, 2022, $1,247 and $1,247 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 3. During the three and nine months ended February 28, 2022, $24,195 and $24,195 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $14,375 and $14,375 on the Debenture 3, respectively. 500,000 - Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 4 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 4. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 4. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 4, respectively. 500,000 - Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 5 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 5. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 5. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 5, respectively. 500,000 - February 28, 2022 May 31, 2021 Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 6 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 6. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 6. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 6, respectively. 500,000 - Total 2,500,000 - Original Issue Discount 1,875,000 - Notes Payable, Gross 4,375,000 - Less: Discount (1,876,208 ) - Notes Payable, Net of Discount 2,498,792 - February 28, 2022 February 28, 2021 Discounts on notes payable amortized to interest expense – 3 months ended February 28, 2022 and 2021, respectively $ 97,239 $ - Discounts on notes payable amortized to interest expense – 9 months ended February 28, 2022 and 2021, respectively $ 97,239 $ - Aggregate maturities of notes payable and convertible notes payable as of February 28, 2022 are as follows: For the twelve months ended February 28, 2023 $ 19,448,822 2024 1,250,000 2025 1,250,000 2026 375,000 2027 375,000 Thereafter 1,125,000 Total $ 23,823,822 During the nine months ended February 28, 2022, the Company offered for sale a maximum of $5,500,000 of debentures (the “2021 Debentures”) and warrants to purchase shares of the Company’s common stock at a price of $0.4125 per share in an aggregate amount equal to one-half of the aggregate purchase price for the 2021 Debentures (the “2021 Debenture Warrants”) (collectively, the “November 2021 Offering”). During the nine months ended February 28, 2022, the Company received the amount of $2,500,000 pursuant to the November 2021 Offering and issued an aggregate of 3,030,304 warrants to purchase its common stock at an exercise price of $0.4125 per share to the investors. |
Contingent Liability
Contingent Liability | 9 Months Ended |
Feb. 28, 2022 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | Note 17 Contingent Liability The terms of the Company’s acquisition of Alternative Solutions, included a payment of $1,000,000 contingent upon the Oasis LLCs achieving certain revenue targets. (see note 3). 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 reviewed the value of the contingent consideration, and 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. The full amount of the bonus payment was earned, and on May 27, 2020, the Company made a payment in the amount of $850,000 to the sellers. The Company deposited the balance due to sellers of $150,000 with an escrow agent to hold pending the outcome of a tax audit. During the year ended May 31, 2020, the State of Nevada notified the Oasis LLCs that it would be conducting a tax audit for periods both before and after the closing of the sale to CLS. The tax audit was completed and the Company received a deficiency notice dated January 29, 2021. The Company paid the tax due and on February 16, 2021, $41,805 of the escrowed amount was released to the Company, $106,195 was released to sellers and the balance of $2,000 was remitted to the escrow agent as payment of its fees. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 18 Stockholders Equity The Company’s authorized capital stock consists of 750,000,000 shares of common stock, par value $0.0001, at February 28, 2022 and May 31, 2021, and 20,000,000 shares of preferred stock, par value $0.001 per share. The Company had 128,158,082 and 127,221,416 shares of common stock issued and outstanding as of February 28, 2022 and May 31, 2021, respectively. Nine months ended February 28, 2022 Common Stock and Warrants Issued upon Conversion of Notes Payable: On June 17, 2021, the Company issued 936,666 shares of common stock and three During the three months ended February 28, 2022, the Company granted 100,000 shares of common stock to an employee. The Company charged the value of these shares $8,780 to common stock subscribed. These shares had not been issued as of February 28, 2022. Nine months ended February 28, 2021 Common Stock Issued and To Be Issued to Officers and Service Providers: During the nine months ended February 28, 2021, the Company charged an aggregate of $80,813 to common stock subscribed representing the accrual over the vesting period of 500,000 shares of restricted common stock issuable to officers. During the nine months ended February 28, 2021, the Company recognized the cancellation of a consulting contract, which resulted in a credit to operations in the amount of $22,500 and the reversal of 100,000 shares of common stock to be issued. During the nine months ended February 28, 2021, the Company recognized the cancellation of a consulting contract, which resulted in a credit to operations in the amount of $3,250 and the reversal of 25,000 shares of common stock to be issued. During the nine months ended February 28, 2021, the Company recognized the issuance of 50,000 to a former officer, which shares were previously recorded in common stock to be issued. Warrants The Company values warrants using the Black-Scholes valuation model utilizing the following variables. On March 31, 2021, the Company reduced the conversion price of the Canaccord Debentures from $0.80 per unit to $0.30 per unit, increasing the warrants issuable upon conversion of the Canaccord Debentures from 8,408,400 to 22,516,374. As amended, each warrant issuable pursuant to conversion of the Canaccord Debentures is exercisable for one share of the Company’s common stock at a price equal to $0.40 per share until March 31, 2024. In April 2021, the Company amended $6,229,672 in outstanding debentures to reduce the conversion price of the debentures from $0.80 per unit to $0.30 per unit, increasing the warrants issuable upon conversion of such debentures from 3,893,545 to 10,382,785. As amended, each warrant issuable pursuant to conversion of such debentures is exercisable for one share of the Company’s common stock at a price equal to 137.5% of the conversion price (presently $0.4125 per share) until July 14, 2024. From December 1, 2021 through January 4, 2022 the Company issued $2,500,000 in debentures and issued 3,030,304 warrants with these debentures. Each warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $0.4125 per share for three years after its date of issuance. The following table summarizes the significant terms of warrants outstanding at February 28, 2022. 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 $ 0.41 3,514,797 0.21 $ 0.41 3,514,797 $ 0.41 0.50 706,500 0.04 0.50 706,500 0.50 0.60 3,125,000 0.72 0.60 3,125,000 0.60 7,346,297 0.41 $ 0.50 7,346,297 $ 0.50 Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2020 54,835,145 $ 0.53 Granted - $ - Exercised - $ - Cancelled / Expired (837,500 ) $ 0.75 Warrants outstanding at May 31, 2021 53,997,645 $ 0.50 Granted 3,498,637 $ 0.41 Exercised - $ - Cancelled / Expired (50,149,985 ) $ 0.53 Warrants outstanding at February 28, 2022 7,346,297 $ 0.50 Unit Warrants In February and March 2018, in connection with the Westpark offering, 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. 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 year ended May 31, 2019. These warrants expired on June 20, 2021. 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. These warrants expired on December 12, 2021. Because the unit warrants are exercisable for Common Stock and warrants, they are not included in the warrant tables above. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 19 Fair Value of Financial Instruments The Company has issued convertible notes containing beneficial conversion features. One of the features is a ratchet reset provision which, in general, reduces the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note. The Company accounts for the fair value of the conversion feature in accordance with ASC 815- Accounting for Derivatives and Hedging and Emerging Issues Task Force (“EITF”) 07-05- Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). The Company carries the embedded derivative on its balance sheet at fair value and accounts for any unrealized change in fair value as a component of its results of operations. The following summarizes the Company’s financial liabilities that are recorded at fair value on a recurring basis at February 28, 2022 and May 31, 2021: February 28, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 20 Related Party Transactions As of February 28, 2022 and May 31, 2021, 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 21 Income Taxes The following table summarizes the Company’s income tax accrued for the three and nine months ended February 28, 2022: For the Three Months Ended February 28, 2022 For the Nine Months Ended February 28, 2022 Loss before provision for income taxes $ (673,031 ) $ (125,347 ) Provision for income taxes $ (324,265 ) $ (793,322 ) Effective tax rate 7.9 % 16.24 % Due to the accrual of taxes related to Section 280E of the Internal Revenue Code, as amended, the Company has an uncertain tax accrual that is currently being expensed as a change in estimate. The Company has net operating losses that it believes are available to it to offset this expense; however, there can be no assurance under current interpretations of tax laws for cannabis companies that the Company will be allowed to use these net operating losses to offset Section 280E tax expenses. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Feb. 28, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 22 Commitments and Contingencies Lease Arrangements The Company leases several facilities for office, warehouse, and retail space. Currently lease commitments are as follows: ● A lease that commenced in February 2019 for 1,400 square feet of office space located at 1718 Industrial Road, Las Vegas, NV 89102, for a term of eighteen months, and for rent of $1,785 per month. In June 2020, this lease was extended to August 31, 2022, with the monthly rent increasing to $1,866.70 until September 2021, after which time it will be subject to annual increases of 3%. The lease was extended again on April 1, 2022, see Note 23. ● A lease that commenced January 2018 for 1,000 square feet of storefront space plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102, for a term of five years and for initial base rent of $7,500 per month, with annual increases of 3%. In February 2020, this lease was extended to February 28, 2030 and the monthly rent was increased by $600. ● A lease that commenced in February 2019 for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for a term of eighteen months and for initial rent of $3,210 per month, with annual increases of 4%. In February 2020, this lease was extended to February 28, 2030, and the lease was modified to include annual rent increases of 3%. ● A lease that commenced in January 2016 for 22,000 square feet of warehouse space located at 203 E. Mayflower Avenue, North Las Vegas, NV 89030 for a term of five years and initial rent of $11,000 per month, which amount increased to $29,000 per month on January 1, 2020. In June 2020, this lease was extended to February 28, 2026, and the monthly rent was amended as follows: $25,000 for the months of April, May, and June 2020; $22,500 for the months of March 2021 through February 2022; $23,175 for the months of March 2022 through February 2023; 23,870 for the months of March 2023 through February 2024; $24,586 for the months of March 2024 through February 2025; and $25,323 for the months of March 2025 through February 2026. ● A lease that commenced on October 20, 2021 for approximately 30 acres of land for purposes of developing a cultivation facility along the Quinn River in Nevada at a cost of $3,500 per month (the “Quinn River Land Lease”). The Quinn River Land Lease has a term of 10 years beginning on the date of the first harvest generated by the Quinn River Joint Venture, or approximately 10.5 years, plus a 10 year renewal option. See note 3. 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 February 28, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 23 Subsequent Events The Company has evaluated events through the date of the financial statements and has determined that there were no additional material subsequent events. A lease for office space located at 1718 Industrial Road, Las Vegas, NV 89102 was extended again on April 1, 2022, effective September 1, 2022, until August 31, 2024. The monthly rent will increase on September 1, 2022 to $2,084.14 with annual increases of 3%. Subsequent to February 28, 2022, the Company has issued 50,000 to an employee which were previously subscribed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Feb. 28, 2022 | |
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 direct and indirect 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”), and its 50% interest in Kealii Okamalu LLC (“Kealii Okamalu”). 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”). The Company consolidates Kealii Okamalu because the Company is its sole manager. 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. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. |
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 $3,454,584 and $1,665,263 as of February 28, 2022 and May 31, 2021, respectively. |
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 $2,329 and $0 of bad debt expense during the three months ended February 28, 2022 and 2021, respectively. The Company had $2,329 and $5,927 of bad debt expense during the nine months ended February 28, 2022 and 2021, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or market. Cost is determined using a perpetual inventory system whereby costs are determined by acquisition costs of individual items included in inventory. 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.” At February 28, 2022, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. |
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. |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | Non-Controlling Interests The Company reports “non-controlling interest in subsidiary” as a component of equity, separate from parent’s equity, on the Consolidated Balance Sheets. In addition, the Company’s Consolidated Statements of Operations includes “net income (loss) attributable to non-controlling interest.” |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Joint Ventures” for additional information on the Company’s VIEs. |
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 $299,154 and $383,128 for the three months ended February 28, 2022 and 2021, respectively. Total recognized advertising and marketing expenses were $1,087,692 and $826,867 for the nine months ended February 28, 2022 and 2021, respectively. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Research and Development Research and development expenses are charged to operations as incurred. Total recognized research and development expenses were $1,800 and $8,334 for the three months ended February 28, 2022 and 2021, respectively. Total recognized research and development expenses were $12,308 and $20,726 for the nine months ended February 28, 2022 and 2021, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. |
Revenue [Policy Text Block] | Revenue Recognition Revenue from the sale of cannabis products is recognized by Oasis 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”). City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries, cultivators and distributors within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to licensed 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 commercial sales of products and licensing agreements 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 three and nine months ended February 28, 2022 and 20201 Disaggregation of Revenue The following table represents a disaggregation of revenue for the three and nine months ended February 28, 2022 and 2021: For the Nine For the Nine Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 10,670,203 10,202,638 Cannabis Production 5,832,775 3,030,202 $ 16,502,978 $ 13,232,840 For the Three For the Three Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 3,333,229 3,384,139 Cannabis Production 2,255,037 1,159,943 $ 5,588,266 $ 4,544,082 |
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 February 28, 2022 and 2021, the Company had the following potentially dilutive instruments outstanding: At February 28, 2022, a total of 76,251,384 shares (7,346,297 issuable upon the exercise of warrants, 3,041,290 issuable upon the exercise of unit warrants, 65,693,797 issuable upon the conversion of convertible notes payable and accrued interest, and 170,000 in stock to be issued). At February 28 2021, a total of 87,861,815 shares (54,410,145 issuable upon the exercise of warrants; 7,676,974 issuable upon the exercise of unit warrants; 25,454,696 issuable upon the conversion of convertible notes payable and accrued interest; and 320,000 in stock to be issued). 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 calculations. A net loss causes all outstanding stock options and warrants to be anti-dilutive. As a result, the basic and dilutive losses per common share are the same for the three and nine months ended February 28, 2022 and for the three months ended February 28, 2021. For the nine months ended February 28, 2022, the Company excluded from the calculation of fully diluted earnings per share the following instruments which were anti-dilutive: shares issuable pursuant to the conversion of notes payable and accrued interest, and shares issuable pursuant to the exercise of stock options and warrants. The Company included 170,000 shares of common stock issuable in fully diluted earnings per share for the nine months ended February 28, 2022. |
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. Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. |
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 January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. During the year ended May 31, 2020, the Company recorded an impairment of goodwill in the amount of $25,185,003 pursuant to ASU No. 2017-04. At February 28, 2022, the net amount of goodwill on the Company’s balance sheet remained at $557,896. 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. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Nature of Business and Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at February 28, 2022 and May 31, 2021. February 28, 2022 May 31, 2021 Office equipment $ 126,824 $ 120,068 Furniture and fixtures 148,358 145,103 Machinery & Equipment 1,950,500 1,823,094 Leasehold improvements 2,850,475 2,822,017 Less: accumulated depreciation (1,883,803 ) (1,434,614 ) Property, plant, and equipment, net $ 3,192,354 $ 3,475,668 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the three and nine months ended February 28, 2022 and 2021: For the Nine For the Nine Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 10,670,203 10,202,638 Cannabis Production 5,832,775 3,030,202 $ 16,502,978 $ 13,232,840 For the Three For the Three Months Ended Months Ended February 28, 2022 February 28, 2021 Cannabis Dispensary 3,333,229 3,384,139 Cannabis Production 2,255,037 1,159,943 $ 5,588,266 $ 4,544,082 |
Estimated Useful LIfe [Member] | |
Nature of Business and 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 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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: February 28, 2022 May 31, 2021 Deposits $ 2,121 $ 2,244 Prepaid expenses 189,077 250,069 Other receivable 77,500 10,000 Total $ 268,698 $ 262,313 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
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: February 28, May 31, 2022 2021 Raw materials $ 427,198 $ 344,085 Finished goods 1,915,410 883,967 Total $ 2,342,608 $ 1,228,052 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at February 28, 2022 and May 31, 2021. February 28, 2022 May 31, 2021 Office equipment $ 126,824 $ 120,068 Furniture and fixtures 148,358 145,103 Machinery & Equipment 1,950,500 1,823,094 Leasehold improvements 2,850,475 2,822,017 Less: accumulated depreciation (1,883,803 ) (1,434,614 ) Property, plant, and equipment, net $ 3,192,354 $ 3,475,668 |
Right to Use Assets and Liabi_2
Right to Use Assets and Liabilities – Operating Leases (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | Right to use assets – operating leases are summarized below: February 28, 2022 Amount at inception of leases $ 4,112,876 Amount amortized (1,874,191 ) Balance – February 28, 2022 $ 2,238,685 |
Lease, Cost [Table Text Block] | Operating lease liabilities are summarized below: Amount at inception of leases $ 4,069,476 Amount amortized (1,787,472 ) Balance – February 28, 2022 $ 2,282,004 Warehouse and offices $ 2,055,145 Land 218,488 Office equipment 8,371 Balance – February 28, 2022 $ 2,282,004 Lease liability $ 2,282,004 Less: current portion (311,540 ) Lease liability, non-current $ 1,970,464 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements is as follows: Twelve months ended February 28, 2023 $ 496,066 Twelve months ended February 28, 2024 499,103 Twelve months ended February 28, 2025 512,532 Twelve months ended February 28, 2026 526,358 Twelve months ended February 28, 2027 226,297 Thereafter 799,417 Total $ 3,059,773 Less: Present value discount (777,769 ) Lease liability $ 2,282,004 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at February 28, 2022 and May 31, 2021: February 28, 2022 Gross Accumulated Amortization Net Intellectual Property $ 319,600 $ (117,187 ) $ 202,413 License & Customer Relations 990,000 (181,500 ) 808,500 Tradenames - Trademarks 301,000 (110,367 ) 190,633 Non-Compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (8,521 ) 17,472 Total $ 1,663,593 $ (444,575 ) $ 1,219,018 May 31, 2021 Gross Accumulated Amortization Net Intellectual Property $ 319,600 $ (93,217 ) $ 226,383 License & Customer Relations 990,000 (144,375 ) 845,625 Tradenames - Trademarks 301,000 (87,792 ) 213,208 Non-Compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (6,019 ) 19,974 Total $ 1,663,593 $ (358,403 ) $ 1,305,190 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount to be amortized during the twelve months ended February 28, 2023 $ 111,989 2024 111,989 2025 111,989 2026 111,989 2027 111,989 Thereafter 659,073 $ 1,219,018 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Other Non-current Assets Disclosure [Abstract] | |
Schedule of Other Assets [Table Text Block] | Other assets consisted of the following at February 28, 2022 and May 31, 2021: February 28, May 31, 2022 2021 Security deposits $ 167,455 $ 167,455 Construction deposit 82,500 - $ 249,955 $ 167,455 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued accounts payable and accrued liabilities consisted of the following at February 28, 2022 and May 31, 2021: February 28, 2022 May 31, 2021 Trade accounts payable $ 883,939 $ 771,843 Accrued payroll and payroll taxes 260,785 279,721 Accrued liabilities 730,318 557,061 Total $ 1,875,042 $ 1,608,625 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Convertible Notes Payable (Tables) [Line Items] | |
Convertible Debt [Table Text Block] | February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 1 was convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 1 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 1, the conversion price of U.S. Convertible Debenture 1 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 1 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $3,254,896 on the U.S. Convertible Debenture 1. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $90,089 and $270,267 on the U.S. Convertible Debenture 1, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $90,089 and $270,267, respectively. On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $2,038,803 during the year ended May 31, 2021 in connection with this amendment. $ 4,504,457 $ 4,504,457 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 the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 2 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 2 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 2, the conversion price of U.S. Convertible Debenture 2 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 2 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $813,724 on the U.S. Convertible Debenture 2. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $22,522 and $67,567 on the U.S. Convertible Debenture 2, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $22,522 and $67,567, respectively. On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $509,700 during the year ended May 31, 2021. 1,126,114 1,126,114 February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 3 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 3 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 3, the conversion price of U.S. Convertible Debenture 3 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 3 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $75,415 on the U.S. Convertible Debenture 3. During the three and nine months ended February 28, 2022, $0 and $10,474 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $3,604 on the U.S. Convertible Debenture 3, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $5,106, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 112,613 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 the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 4 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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. On July 26, 2019, U.S. Convertible Debenture 4 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 4, the conversion price of U.S. Convertible Debenture 4 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 4 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $416,653 on the U.S. Convertible Debenture 4. During the three and nine months ended February 28, 2022, $0 and $0 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,982 and $35,946 on the U.S. Convertible Debenture 4, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $11,982 and $35,946, respectively. On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $271,164 during the year ended May 31, 2021. 599,101 599,101 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 the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 5 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $120,100 on the U.S. Convertible Debenture 5. During the three and nine months ended February 28, 2022, $0 and $16,681 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $5,480 on the U.S. Convertible Debenture 5, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $7,733, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 168,919 February 28, 2022 May 31, 2021 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 the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 6 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $60,049 on the U.S. Convertible Debenture 6. During the three and nine months ended February 28, 2022, $0 and $8,340 of this discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $0 and $2,740 on the U.S. Convertible Debenture 6, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $0 and $3,866, respectively. This debenture was repaid in full during the quarter ended November 30, 2021. - 84,459 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 the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures were to mature on a date that was three years following issuance. The Canaccord Debentures were convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 in right of payment of principal and interest with all other unsecured obligations of the Company. During the three months ended November 30, 2019, in two separate transactions, principal in the aggregate amount of $25,857 was converted into an aggregate of 32,321 shares of the Company’s common stock, and warrants to purchase 16,160 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. No discount was recorded for the fair value of the warrants issued. Because the market price of the Company’s common stock was less than the conversion price on the date of issuance of the Canaccord Debentures, a discount was not recorded on the Canaccord Debentures. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $264,383 and $794,148 on the Canaccord Debentures, respectively. During the three and nine months ended February 28, 2022, the Company made interest payments in the amounts of $264,383 and $793,149, respectively. Also, during the three and nine months ended February 28, 2022, the Company transferred the amounts of $0 and $212,601 from accrued interest to principal of the Canaccord Debentures, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $3,286,012 during the year ended May 31, 2021. During the quarter ended August 31, 2021, principal in the aggregate amount of $281,000 was converted into an aggregate of 936,666 shares of the Company’s common stock, and warrants to purchase 468,333 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. 13,219,149 13,500,150 Total - Convertible Notes Payable $ 19,448,821 $ 20,905,813 Less: Discount (- ) (35,496 ) Convertible Notes Payable, Net of Discounts $ 19,448,821 $ 20,060,317 February 28, 2022 May 31, 2021 Total - Convertible Notes Payable, Net of Discounts, Current Portion, net of discount of $0 and $1,053,520 $ 19,448,821 $ 330,495 Total - Convertible Notes Payable, Net of Discounts, Long-term Portion, net of discount of $0 and $0 $ - $ 19,729,822 |
Convertible Debt [Member] | |
Convertible Notes Payable (Tables) [Line Items] | |
Schedule of Amortization of Debt Discount [Table Text Block] | February 28, 2022 February 28, 2021 Discounts on notes payable amortized to interest expense – 3 months ended February 28, 2022 and 2021, respectively $ - $ 35,495 Discounts on notes payable amortized to interest expense – 9 months ended February 28, 2022 and 2021, respectively $ 132,735 $ 1,185,210 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Notes Payable (Tables) [Line Items] | |
Schedule of Debt [Table Text Block] | February 28, 2022 May 31, 2021 Debenture in the principal amount of $250,000 (the “Debenture 1”) dated December 1, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,223 on the Debenture 1. During the three and nine months ended February 28, 2022, $1,667 and $1,667 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 1. During the three and nine months ended February 28, 2022, $18,145 and $18,145 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $9,375 and $9,375 on the Debenture 1, respectively. $ 250,000 $ - Debenture in the principal amount of $250,000 (the “Debenture 2”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 2 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $10,428 on the Debenture 2. During the three and nine months ended February 28, 2022, $673 and $673 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 2. During the three and nine months ended February 28, 2022, $12,097 and $12,097 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $7,188 and $7,188 on the Debenture 1, respectively. 250,000 - February 28, 2022 May 31, 2021 Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $19,335 on the Debenture 3. During the three and nine months ended February 28, 2022, $1,247 and $1,247 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 3. During the three and nine months ended February 28, 2022, $24,195 and $24,195 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $14,375 and $14,375 on the Debenture 3, respectively. 500,000 - Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 4 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 4. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 4. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 4, respectively. 500,000 - Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 5 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 5. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 5. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 5, respectively. 500,000 - February 28, 2022 May 31, 2021 Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 6 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 6. During the three and nine months ended February 28, 2022, $572 and $572 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 6. During the three and nine months ended February 28, 2022, $12,500 and $12,500 of this original issue discount was charged to operations, respectively. During the three and nine months ended February 28, 2022, the Company accrued interest in the amounts of $11,667 and $11,667 on the Debenture 6, respectively. 500,000 - Total 2,500,000 - Original Issue Discount 1,875,000 - Notes Payable, Gross 4,375,000 - Less: Discount (1,876,208 ) - Notes Payable, Net of Discount 2,498,792 - |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023 $ 19,448,822 2024 1,250,000 2025 1,250,000 2026 375,000 2027 375,000 Thereafter 1,125,000 Total $ 23,823,822 |
Notes Payable, Other Payables [Member] | |
Notes Payable (Tables) [Line Items] | |
Schedule of Amortization of Debt Discount [Table Text Block] | February 28, 2022 February 28, 2021 Discounts on notes payable amortized to interest expense – 3 months ended February 28, 2022 and 2021, respectively $ 97,239 $ - Discounts on notes payable amortized to interest expense – 9 months ended February 28, 2022 and 2021, respectively $ 97,239 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at February 28, 2022. 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 $ 0.41 3,514,797 0.21 $ 0.41 3,514,797 $ 0.41 0.50 706,500 0.04 0.50 706,500 0.50 0.60 3,125,000 0.72 0.60 3,125,000 0.60 7,346,297 0.41 $ 0.50 7,346,297 $ 0.50 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2020 54,835,145 $ 0.53 Granted - $ - Exercised - $ - Cancelled / Expired (837,500 ) $ 0.75 Warrants outstanding at May 31, 2021 53,997,645 $ 0.50 Granted 3,498,637 $ 0.41 Exercised - $ - Cancelled / Expired (50,149,985 ) $ 0.53 Warrants outstanding at February 28, 2022 7,346,297 $ 0.50 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following summarizes the Company’s financial liabilities that are recorded at fair value on a recurring basis at February 28, 2022 and May 31, 2021: February 28, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Three Months Ended February 28, 2022 For the Nine Months Ended February 28, 2022 Loss before provision for income taxes $ (673,031 ) $ (125,347 ) Provision for income taxes $ (324,265 ) $ (793,322 ) Effective tax rate 7.9 % 16.24 % |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Details) | Aug. 24, 2021USD ($) | Jun. 14, 2021USD ($) | Oct. 31, 2018USD ($) | Jun. 27, 2018USD ($)shares | Feb. 28, 2018USD ($) | Dec. 04, 2017USD ($) | Apr. 29, 2015shares | Dec. 10, 2014shares | Nov. 12, 2014shares | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2022USD ($)shares | Feb. 28, 2021USD ($)shares | May 31, 2021USD ($) | May 31, 2020USD ($) | Jan. 04, 2022USD ($) | Apr. 30, 2021USD ($) |
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 55.60% | 50.00% | 50.00% | ||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions (in Shares) | shares | 6,250,000 | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.625 | ||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 6,229,672 | |||||||||||||||
Asset Impairment Charges | $ 0 | $ 2,498,706 | $ 0 | $ 2,498,706 | $ 2,498,706 | ||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 3,000,000 | $ 5,000,000 | |||||||||||||||
Proceeds from Collection of Notes Receivable | 2,218,574 | 1,544,291 | |||||||||||||||
Cash and Cash Equivalents, at Carrying Value | 3,454,584 | 3,454,584 | 1,665,263 | $ 2,925,568 | |||||||||||||
Accounts Receivable, Credit Loss Expense (Reversal) | 2,329 | 0 | 2,329 | 5,927 | |||||||||||||
Goodwill | $ 25,742,899 | 557,896 | 557,896 | 557,896 | 557,896 | ||||||||||||
Advertising Expense | 299,154 | 383,128 | 1,087,692 | 826,867 | |||||||||||||
Research and Development Expense | 1,800 | $ 8,334 | $ 12,308 | $ 20,726 | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 76,251,384 | 87,861,815 | |||||||||||||||
Goodwill, Impairment Loss | 25,185,003 | 25,185,003 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 7,346,297 | 54,410,145 | |||||||||||||||
Equity Unit Purchase Agreements [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 3,041,290 | 7,676,974 | |||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 65,693,797 | 25,454,696 | |||||||||||||||
Stock Payable [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 170,000 | 320,000 | |||||||||||||||
Kealii Okamalu, LLC [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||||||||||
Payments to Acquire Interest in Joint Venture | $ 100,000 | ||||||||||||||||
Kealii Okamalu, LLC [Member] | Maximum [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Interest in Joint Venture | $ 3,000,000 | ||||||||||||||||
Shares of CLS Holdings USA, Inc. [Member] | CLS Labs, Inc. [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions (in Shares) | shares | 10,000,000 | ||||||||||||||||
Investor [Member] | Kealii Okamalu, LLC [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Interest in Joint Venture | 0 | ||||||||||||||||
Principal [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Asset Impairment Charges | 2,497,884 | ||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Asset Impairment Charges | 822 | ||||||||||||||||
Reverse Merger with CLS Labs [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 15,000,000 | ||||||||||||||||
Oasis Acquisition [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | ||||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | ||||||||||||||||
Liabilities Assumed | $ 204,457 | ||||||||||||||||
Oasis Acquisition [Member] | Oasis LLCs [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | ||||||||||||||||
Oasis Acquisition [Member] | Oasis LLCs [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 5,995,543 | ||||||||||||||||
Debt Instrument, Face Amount | $ 4,000,000 | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | ||||||||||||||||
Oasis Acquisition [Member] | Deposit [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | ||||||||||||||||
Oasis Acquisition [Member] | Additional Payments [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | ||||||||||||||||
In Good Health [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | 35,000,000 | ||||||||||||||||
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 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||
Interest Rate, Default | 15.00% | ||||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 833,333 | 833,333 | |||||||||||||||
Proceeds from Collection of Notes Receivable | 2,218,572 | $ 1,696,765 | $ 1,425,000 | ||||||||||||||
In Good Health [Member] | Principal [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Proceeds from Collection of Notes Receivable | 2,166,667 | ||||||||||||||||
In Good Health [Member] | Accrued Interest [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 51,905 | ||||||||||||||||
In Good Health [Member] | Due And Payable On Or Before June 21, 2021 [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||||||||
In Good Health [Member] | Due And Payable On Or Before July 12, 2021 [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||||||||
In Good Health [Member] | Due And Payable In12 Monthly Installments [Member] | |||||||||||||||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 2,000,000 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment | 9 Months Ended |
Feb. 28, 2022 | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Term of lease |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Cannabis Dispensary | $ 5,588,266 | $ 4,544,082 | $ 16,502,978 | $ 13,232,840 |
Cannabis Dispensary [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Cannabis Dispensary | 3,333,229 | 3,384,139 | 10,670,203 | 10,202,638 |
Cannabis Production [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Cannabis Dispensary | $ 2,255,037 | $ 1,159,943 | $ 5,832,775 | $ 3,030,202 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (93,646,779) | $ (92,736,638) |
Joint Venture and Options Tra_2
Joint Venture and Options Transaction (Details) | Oct. 20, 2021USD ($)aft² | Jun. 14, 2021USD ($) | Mar. 01, 2020USD ($) | Oct. 31, 2018USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | May 31, 2021USD ($) | May 31, 2020USD ($) | Feb. 28, 2019 | Nov. 12, 2014 |
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 3,000,000 | $ 5,000,000 | ||||||||||
Note Receivable, Interest Rate, Stated Percentage | 6.00% | |||||||||||
Interest Costs Capitalized | $ 0 | $ 212,601 | ||||||||||
Proceeds from Collection of Notes Receivable | 2,218,574 | 1,544,291 | ||||||||||
Asset Impairment Charges | $ 0 | $ 2,498,706 | $ 0 | $ 2,498,706 | $ 2,498,706 | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | 55.60% | |||||||||
Lessee, Operating Lease, Term of Contract | 10 years | 18 months | ||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | |||||||||||
Operating Lease, Expense | $ 73,874 | $ 323,218 | ||||||||||
Area of Real Estate Property (in Square Feet) | a | 30 | |||||||||||
Deposit Assets | $ 82,500 | $ 82,500 | 0 | |||||||||
Minimum [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | ||||||||||
Operating Lease, Expense | $ 3,500 | |||||||||||
Quinn River Joint Venture Agreement [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||
Lessee, Operating Lease, Term of Contract | 10 years | |||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | |||||||||||
Area of Land (in Acres) | a | 30 | |||||||||||
Operating Lease, Expense | $ 17,500 | |||||||||||
Joint Venture, Description | The Company will provide 10,000 square feet of warehouse space at its Las Vegas facility, and will have preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu will contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount will be repaid from the portion of the net profits of the Quinn River Joint Venture otherwise payable to CSI and the Tribe at the rate of $750,000 per quarter for eight quarters. Kealii Okamalu will receive one-third of the net profits of the Quinn River Joint Venture. | |||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 10,000 | |||||||||||
Payments for Deposits | 100,000 | |||||||||||
Deposit Assets | $ 82,500 | 82,500 | ||||||||||
Quinn River Joint Venture Agreement [Member] | Minimum [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Operating Lease, Expense | $ 3,500 | |||||||||||
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 | |||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 833,333 | 833,333 | ||||||||||
Interest Income, Related Party | 149,972 | $ 296,450 | ||||||||||
Interest Costs Capitalized | $ 399,453 | 0 | 399,453 | |||||||||
Proceeds from Collection of Notes Receivable | 2,218,572 | 1,696,765 | 1,425,000 | |||||||||
Option Agreement, Brake-Up Fee | $ 2,500,000 | |||||||||||
Interest Rate, Default | 15.00% | |||||||||||
In Good Health [Member] | Option Agreement [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Debt Instrument, Term | 5 years | |||||||||||
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 | |||||||||||
In Good Health [Member] | Restricted Stock [Member] | Option Agreement [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Equity Issued in Business Combination, Fair Value Disclosure | $ 5,000,000 | |||||||||||
In Good Health [Member] | Principal [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Proceeds from Collection of Notes Receivable | 2,166,667 | 1,544,291 | 1,357,278 | |||||||||
Asset Impairment Charges | 2,497,884 | |||||||||||
In Good Health [Member] | Accrued Interest [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Proceeds from Collection of Notes Receivable | $ 51,905 | 152,473 | $ 67,722 | |||||||||
Asset Impairment Charges | $ 822 | |||||||||||
In Good Health [Member] | Due And Payable On Or Before June 21, 2021 [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||
In Good Health [Member] | Due And Payable On Or Before July 12, 2021 [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||
In Good Health [Member] | Due And Payable In12 Monthly Installments [Member] | ||||||||||||
Joint Venture and Options Transaction (Details) [Line Items] | ||||||||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | |||||||||||
Payments to Acquire Notes Receivable | $ 2,000,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | |
Receivables [Abstract] | |||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 842,673 | $ 842,673 | $ 684,935 | ||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 2,329 | $ 0 | $ 2,329 | $ 5,927 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Abstract] | ||
Deposits | $ 2,121 | $ 2,244 |
Prepaid expenses | 189,077 | 250,069 |
Other receivable | 77,500 | 10,000 |
Total | $ 268,698 | $ 262,313 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory, Current - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Schedule of Inventory, Current [Abstract] | ||
Raw materials | $ 427,198 | $ 344,085 |
Finished goods | 1,915,410 | 883,967 |
Total | $ 2,342,608 | $ 1,228,052 |
Notes Receivable (Details)
Notes Receivable (Details) - IGH Note [Member] - USD ($) | Jun. 14, 2021 | Feb. 26, 2020 | Oct. 31, 2018 | Feb. 28, 2022 | Feb. 28, 2022 | May 31, 2021 | May 31, 2020 |
Notes Receivable (Details) [Line Items] | |||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 3,000,000 | $ 5,000,000 | |||||
Note Receviable, Interest Rate | 6.00% | ||||||
Note Receivbale, Number of Installments | 8 | ||||||
Interest Income, Other | $ 149,972 | $ 296,250 | |||||
Interest Costs Capitalized | 0 | $ 399,453 | |||||
Proceeds from Collection of Notes Receivable | $ 522,245 | $ 2,218,572 | 1,696,765 | ||||
Interest Rate, Default | 15.00% | ||||||
Asset Impairment Charges | 2,498,706 | ||||||
Settlement Assets, Current | 833,333 | 833,333 | |||||
Due And Payable On Or Before June 21, 2021 [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||
Due And Payable On Or Before July 12, 2021 [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | ||||||
Principal [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | 500,000 | 2,166,667 | 1,544,291 | ||||
Asset Impairment Charges | 2,497,884 | ||||||
Principal [Member] | Due And Payable On Or Before July 12, 2021 [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | $ 500,000 | ||||||
Accrued Interest [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | $ 22,245 | $ 51,905 | 152,473 | ||||
Asset Impairment Charges | $ 822 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Payments to Acquire Property, Plant, and Equipment | $ 165,875 | $ 181,266 | ||
Depreciation | $ 150,883 | $ 139,989 | $ 449,189 | $ 423,737 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Property, Plant and Equipment - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,950,500 | $ 1,823,094 |
Less: accumulated depreciation | (1,883,803) | (1,434,614) |
Property, plant, and equipment, net | 3,192,354 | 3,475,668 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 126,824 | 120,068 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 148,358 | 145,103 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,850,475 | $ 2,822,017 |
Right to Use Assets and Liabi_3
Right to Use Assets and Liabilities – Operating Leases (Details) - USD ($) | Oct. 20, 2021 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | May 31, 2020 | Feb. 28, 2022 | May 31, 2019 | Feb. 28, 2019 |
Right to Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||||||
Lessee, Operating Lease, Term of Contract | 10 years | 18 months | |||||||
Operating Lease, Expense | $ 73,874 | $ 323,218 | |||||||
Amortization of Leased Asset | 82,479 | 240,736 | $ 266,734 | ||||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 221,469 | 229,412 | $ 0 | ||||||
Operating Lease, Liability | $ 2,282,004 | $ 2,282,004 | $ 2,282,004 | $ 4,069,476 | |||||
Other Nonoperating Gains (Losses) | $ 14,899 | $ 28,511 | |||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||
Minimum [Member] | |||||||||
Right to Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | 1 year | ||||||
Operating Lease, Expense | $ 3,500 | ||||||||
Maximum [Member] | |||||||||
Right to Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | 10 years 6 months | 10 years 6 months | ||||||
Building and Building Improvements [Member] | |||||||||
Right to Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 4,112,876 | ||||||||
Operating Lease, Liability | $ 4,069,476 | $ 4,069,476 | $ 4,069,476 |
Right to Use Assets and Liabi_4
Right to Use Assets and Liabilities – Operating Leases (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Feb. 28, 2022 | May 31, 2021 | Jun. 01, 2019 |
Lessee, Operating Lease, Disclosure [Abstract] | |||
Right to use assets | $ 2,238,685 | $ 2,250,009 | $ 4,112,876 |
Amount amortized | $ (1,874,191) |
Right to Use Assets and Liabi_5
Right to Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost - USD ($) | 9 Months Ended | 33 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | May 31, 2021 | |
Right to Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||||
Lease liability | $ 4,069,476 | |||
Amount amortized | $ (213,827) | $ (314,311) | (1,787,472) | |
Lease liability | 2,282,004 | 2,282,004 | ||
Less: current portion | (311,540) | (311,540) | $ (287,125) | |
Lease liability, non-current | 1,970,464 | 1,970,464 | $ 1,979,294 | |
Building [Member] | ||||
Right to Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||||
Lease liability | 2,055,145 | 2,055,145 | ||
Land [Member] | ||||
Right to Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||||
Lease liability | 218,488 | 218,488 | ||
Office Equipment [Member] | ||||
Right to Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||||
Lease liability | $ 8,371 | $ 8,371 |
Right to Use Assets and Liabi_6
Right to Use Assets and Liabilities – Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Feb. 28, 2022 | May 31, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
Twelve months ended February 28, 2023 | $ 496,066 | |
Twelve months ended February 28, 2024 | 499,103 | |
Twelve months ended February 28, 2025 | 512,532 | |
Twelve months ended February 28, 2026 | 526,358 | |
Twelve months ended February 28, 2027 | 226,297 | |
Thereafter | 799,417 | |
Total | 3,059,773 | |
Less: Present value discount | (777,769) | |
Lease liability | $ 2,282,004 | $ 4,069,476 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 28,023 | $ 28,716 | $ 86,172 | $ 87,299 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,663,593 | $ 1,663,593 |
Intangible Assets, Accumulated Amortization | (444,575) | (358,403) |
Intangible Assets, Net | 1,219,018 | 1,305,190 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (87,792) | |
Intangible Assets, Net | 213,208 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 319,600 | 319,600 |
Intangible Assets, Accumulated Amortization | (117,187) | (93,217) |
Intangible Assets, Net | 202,413 | 226,383 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 990,000 | 990,000 |
Intangible Assets, Accumulated Amortization | (181,500) | (144,375) |
Intangible Assets, Net | 808,500 | 845,625 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (110,367) | |
Intangible Assets, Net | 190,633 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 27,000 | 27,000 |
Intangible Assets, Accumulated Amortization | (27,000) | (27,000) |
Intangible Assets, Net | 0 | 0 |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 25,993 | 25,993 |
Intangible Assets, Accumulated Amortization | (8,521) | (6,019) |
Intangible Assets, Net | $ 17,472 | $ 19,974 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Feb. 28, 2022USD ($) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2023 | $ 111,989 |
2024 | 111,989 |
2025 | 111,989 |
2026 | 111,989 |
2027 | 111,989 |
Thereafter | 659,073 |
$ 1,219,018 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | Feb. 28, 2022 | Jun. 27, 2018 | |
Disclosure Text Block Supplement [Abstract] | ||||
Goodwill | $ 557,896 | $ 557,896 | $ 557,896 | $ 25,742,899 |
Goodwill, Impairment Loss | $ 25,185,003 | $ 25,185,003 | ||
Share Price (in Dollars per share) | $ 0.06 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of Other Assets - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Schedule of Other Assets [Abstract] | ||
Security deposits | $ 167,455 | $ 167,455 |
Construction deposit | 82,500 | 0 |
$ 249,955 | $ 167,455 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 883,939 | $ 771,843 |
Accrued payroll and payroll taxes | 260,785 | 279,721 |
Deferred rent liability | 730,318 | 557,061 |
Total | $ 1,875,042 | $ 1,608,625 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | Nov. 09, 2021 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||||
Proceeds from Loans | $ 294,700 | $ 514,100 | $ 2,500,000 | $ 0 |
Debt Instrument, Fee Amount | $ 9,114 | 28,425 | 28,425 | |
Repayments of Debt | 566,339 | |||
Loans Payable | $ 280,000 | $ 280,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Convertible Debt - Convertible Debt [Member] - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 19,448,821 | $ 20,905,813 |
Less: Discount | 0 | (35,496) |
Convertible Notes Payable, | 19,448,821 | 20,060,317 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion, net of discount of $0 and $35,496 | 19,448,821 | 330,495 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion, net of discount of $0 and $0 | 0 | 19,729,822 |
Navy Capital Debenture 1 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 4,504,457 | 4,504,457 |
Navy Capital Debenture 2 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 1,126,114 | 1,126,114 |
Murray FA Debenture [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 112,613 |
Darling Capital Debenture [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 599,101 | 599,101 |
Sabharwal Debenture [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 168,919 |
Srinivasan Debenture 6 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 0 | 84,459 |
US Convertible Debenture 7 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 13,219,149 | $ 13,500,150 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($) | Apr. 19, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Dec. 12, 2018 | Oct. 31, 2018 | Oct. 26, 2018 | Oct. 25, 2018 | Oct. 24, 2018 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 |
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Total - Convertible Notes Payable, Discounts, Current Portion | $ 0 | $ 0 | $ 1,053,520 | |||||||||
Total - Convertible Notes Payable, Discounts, Long-term Portion, | 0 | 0 | $ 0 | |||||||||
Navy Capital Debenture 1 [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 4,000,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 31, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 3,254,896 | |||||||||||
Convertible | The U.S. Convertible Debenture 1 was convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | 0 | ||||||||||
Accrued interest | 90,089 | 270,267 | ||||||||||
Debt Amendment | (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022 | |||||||||||
Loss extinguishment of debt | $ 2,038,803 | |||||||||||
Interest Payments | 90,089 | $ 270,267 | ||||||||||
Navy Capital Debenture 2 [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 1,000,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 31, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 813,724 | |||||||||||
Convertible | The U.S. Convertible Debenture 2 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | $ 0 | ||||||||||
Accrued interest | 22,522 | 67,567 | ||||||||||
Debt Amendment | (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. | |||||||||||
Loss extinguishment of debt | $ 509,700 | |||||||||||
Interest Payments | 22,522 | 67,567 | ||||||||||
Murray FA Debenture [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 100,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 24, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 75,415 | |||||||||||
Convertible | The U.S. Convertible Debenture 3 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | 10,474 | ||||||||||
Accrued interest | 0 | 3,604 | ||||||||||
Interest Payments | 0 | 5,106 | ||||||||||
Darling Capital Debenture [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 532,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 25, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 416,653 | |||||||||||
Convertible | The U.S. Convertible Debenture 4 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | 0 | ||||||||||
Accrued interest | 11,982 | 35,946 | ||||||||||
Debt Amendment | (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022 | |||||||||||
Loss extinguishment of debt | $ 271,164 | |||||||||||
Interest Payments | 11,982 | 35,946 | ||||||||||
Sabharwal Debenture [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 150,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 26, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 120,100 | |||||||||||
Convertible | The U.S. Convertible Debenture 5 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | 16,681 | ||||||||||
Accrued interest | 0 | 5,480 | ||||||||||
Interest Payments | 0 | 7,733 | ||||||||||
Srinivasan Debenture 6 [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 75,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Oct. 26, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Discount recorded | $ 60,049 | |||||||||||
Convertible | The U.S. Convertible Debenture 6 was convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Discount | 0 | 8,340 | ||||||||||
Accrued interest | 0 | 2,740 | ||||||||||
Interest Payments | 0 | 3,866 | ||||||||||
US Convertible Debenture 7 [Member] | ||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||
Amount | $ 12,012,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Dated | Dec. 12, 2018 | |||||||||||
Conversion rate (in Dollars per share) | $ 0.8 | |||||||||||
Convertible | The Canaccord Debentures were convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted 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 | |||||||||||
Accrued interest | 264,383 | 794,148 | ||||||||||
Debt Amendment | (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024 | |||||||||||
Loss extinguishment of debt | $ 3,286,012 | |||||||||||
Interest Payments | 264,383 | 793,149 | ||||||||||
Converted | $ 281,000 | $ 25,857 | ||||||||||
Converted shares (in Shares) | 936,666 | 32,321 | ||||||||||
Converted, warrants (in Shares) | 468,333 | 16,160 | ||||||||||
Transferred | $ 0 | $ 212,601 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of Amortization of Debt Discount - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Convertible Debt [Member] | ||||
Convertible Notes Payable (Details) - Schedule of Amortization of Debt Discount [Line Items] | ||||
Discounts on notes payable amortized to interest expense | $ 0 | $ 35,495 | $ 132,735 | $ 1,185,210 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jul. 17, 2021 | Jan. 04, 2022 | Mar. 31, 2018 | Feb. 28, 2022 | Mar. 31, 2021 |
Debt Disclosure [Abstract] | |||||
Debenture Offering, Maximum | $ 5,500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.4 | $ 0.4125 | $ 0.4125 | $ 1.1 | |
Proceeds from Notes Payable | $ 2,500,000 | ||||
Class of Warrant or Rights, Granted (in Shares) | 468,333 | 3,030,304 | 205,238 | 3,030,304 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Debt - Notes Payable, Other Payables [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | $ 2,500,000 | $ 0 |
Original Issue Discount | 1,875,000 | 0 |
Notes Payable, Gross | 4,375,000 | 0 |
Less: Discount | (1,876,208) | 0 |
Notes Payable, Net of Discount | 2,498,792 | 0 |
Debenture 1 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | 250,000 | 0 |
Debenture 2 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | 250,000 | 0 |
Debenture 3 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 0 |
Debenture 4 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 0 |
Debenture 5 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 0 |
Debenture 6 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | $ 500,000 | $ 0 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Debt (Parentheticals) - Notes Payable, Other Payables [Member] - USD ($) | Jan. 04, 2022 | Dec. 21, 2021 | Dec. 01, 2021 | Feb. 28, 2022 | Feb. 28, 2022 | May 31, 2021 | Dec. 21, 2012 |
Debenture 1 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 250,000 | ||||||
Interest payable | payable quarterly commencing six months after issuance | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 303,030 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 17,223 | ||||||
Discount charged to operations | $ 1,667 | $ 1,667 | |||||
Original issue discount | $ 187,500 | ||||||
original issue discount was charged to operations | 18,145 | 18,145 | |||||
Accrued interest | 9,375 | $ 9,375 | |||||
Debenture 2 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 250,000 | ||||||
Interest payable | payable quarterly commencing six months after issuance | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 303,030 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 10,428 | ||||||
Discount charged to operations | 673 | $ 673 | |||||
Original issue discount | $ 187,500 | ||||||
original issue discount was charged to operations | 12,097 | 12,097 | |||||
Accrued interest | 7,188 | $ 7,188 | |||||
Debenture 3 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 500,000 | ||||||
Interest payable | payable quarterly commencing six months after issuance | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 303,030 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 19,335 | ||||||
Discount charged to operations | 1,247 | $ 1,247 | |||||
Original issue discount | $ 375,000 | ||||||
original issue discount was charged to operations | 24,195 | 24,195 | |||||
Accrued interest | 14,375 | $ 14,375 | |||||
Debenture 4 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 500,000 | ||||||
Interest payable | payable quarterly commencing six months after issuanc | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 606,061 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 17,154 | ||||||
Discount charged to operations | 572 | $ 572 | |||||
Original issue discount | 375,000 | ||||||
original issue discount was charged to operations | 12,500 | $ 12,500 | |||||
Accrued interest | 11,667 | $ 11,667 | |||||
Debenture 5 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 500,000 | ||||||
Interest payable | payable quarterly commencing six months after issuance | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 606,061 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 17,154 | ||||||
Discount charged to operations | 572 | $ 572 | |||||
Original issue discount | 375,000 | ||||||
original issue discount was charged to operations | 12,500 | 12,500 | |||||
Accrued interest | 11,667 | $ 11,667 | |||||
Debenture 6 [Member] | |||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||||||
Amount | $ 500,000 | ||||||
Interest payable | payable quarterly commencing six months after issuance, | ||||||
Interest Rate | 15.00% | ||||||
Warrants (in Shares) | 606,061 | ||||||
Maturity | Jul. 10, 2024 | ||||||
Warrant exercise price (in Dollars per share) | $ 0.4125 | ||||||
Payments | The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. | ||||||
Discount | $ 17,154 | ||||||
Discount charged to operations | 572 | $ 572 | |||||
Original issue discount | $ 375,000 | ||||||
original issue discount was charged to operations | 12,500 | 12,500 | |||||
Accrued interest | $ 11,667 | $ 11,667 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of Amortization of Debt Discount - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Notes Payable, Other Payables [Member] | ||||
Notes Payable (Details) - Schedule of Amortization of Debt Discount [Line Items] | ||||
Discounts on notes payable amortized to interest expense | $ 97,239 | $ 0 | $ 97,239 | $ 0 |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of Maturities of Long-term Debt | Feb. 28, 2022USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
2023 | $ 19,448,822 |
2024 | 1,250,000 |
2025 | 1,250,000 |
2026 | 375,000 |
2027 | 375,000 |
Thereafter | 1,125,000 |
Total | $ 23,823,822 |
Contingent Liability (Details)
Contingent Liability (Details) - USD ($) | Feb. 16, 2021 | May 27, 2020 | May 31, 2019 | Jun. 27, 2018 |
Contingent Liability (Details) [Line Items] | ||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 1,000,000 | |||
Business Combination, Contingent Consideration, Liability, Current | $ 678,111 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 106,195 | $ 321,889 | ||
Payment for Contingent Consideration Liability, Operating Activities | $ 850,000 | |||
Taxes Paid by the Company [Member] | ||||
Contingent Liability (Details) [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 41,805 | |||
Other Expense [Member] | ||||
Contingent Liability (Details) [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 2,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 17, 2021USD ($)$ / sharesshares | Apr. 15, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Dec. 12, 2018$ / sharesshares | Jun. 20, 2018USD ($)shares | May 31, 2018 | Jan. 04, 2022USD ($)$ / sharesshares | Mar. 31, 2018$ / sharesshares | Feb. 28, 2022USD ($)$ / sharesshares | Feb. 28, 2022USD ($)$ / sharesshares | Feb. 28, 2021USD ($)shares | May 31, 2019USD ($) | Oct. 31, 2021$ / sharesshares | May 31, 2021$ / sharesshares | Apr. 30, 2021USD ($) | Jun. 20, 2018$ / shares |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common Stock, Shares, Issued | 128,158,082 | 128,158,082 | 127,221,416 | |||||||||||||
Common Stock, Shares, Outstanding | 128,158,082 | 128,158,082 | 127,221,416 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 936,666 | |||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | ||||||||||||||
Class of Warrant or Rights, Granted | 468,333 | 3,030,304 | 205,238 | 3,030,304 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.4 | $ 1.1 | $ 0.4125 | $ 0.4125 | $ 0.4125 | |||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 281,000 | $ 281,000 | $ 0 | |||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 100,000 | |||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture (in Dollars) | $ | $ 8,780 | |||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture (in Dollars) | $ | 8,780 | |||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 50,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.3 | $ 0.3 | $ 0.8 | $ 0.8 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,382,785 | 22,516,374 | 8,408,400 | 3,893,545 | ||||||||||||
Warrant Description | each warrant issuable pursuant to conversion of such debentures is exercisable for one share of the Company’s common stock at a price equal to 137.5% of the conversion price (presently $0.4125 per share) until July 14, 2024 | each warrant issuable pursuant to conversion of the Canaccord Debentures is exercisable for one share of the Company’s common stock at a price equal to $0.40 per share until March 31, 2024. | Each warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $0.4125 per share for three years after its date of issuance | |||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 2,500,000 | $ 6,229,672 | ||||||||||||||
Warrants Issued, Price Per Warrant (in Dollars per share) | $ / shares | $ 0.45 | |||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ | $ 98,448 | $ 0 | ||||||||||||||
To Be Issued to Officers [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1.25 | |||||||||||||||
Special Warrants [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ | $ 1,495,373 | |||||||||||||||
Debenture Offering, Advisory and Agent Fees [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Unit Exercise Price (in Dollars per share) | $ / shares | $ 1.1 | |||||||||||||||
Service Provider [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Cancellation of Contract (in Dollars) | $ | $ 22,500 | |||||||||||||||
Stock Repurchased and Retired During Period, Shares | 100,000 | |||||||||||||||
Service [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Cancellation of Contract (in Dollars) | $ | $ 3,250 | |||||||||||||||
Stock Repurchased and Retired During Period, Shares | 25,000 | |||||||||||||||
Compensation Warrants [Member] | Special Warrants [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 2,317,842 | |||||||||||||||
Compensation Warrants [Member] | Debenture Offering [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 268,680 | |||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ | $ 874,457 | |||||||||||||||
Debenture Offering, Advisory and Agent Fees [Member] | Debenture Offering [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||
Class of Warrant or Rights, Granted | 1,074,720 | |||||||||||||||
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 | |||||||||||||||
WestPark Capital Inc [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Unit, Description | 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 | Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share. | ||||||||||||||
Officer [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture (in Dollars) | $ | $ 80,813 | |||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | May 31, 2020 | Feb. 28, 2022 | May 31, 2021 | Jan. 04, 2022 | Jul. 17, 2021 | Mar. 31, 2021 | May 30, 2020 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.4125 | $ 0.4125 | $ 0.4 | $ 1.1 | |||
Number of warrants outstanding (in Shares) | 7,346,297 | 53,997,645 | 54,835,145 | ||||
Weighted average remaining contractual life | 4 months 28 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.53 | $ 0.5 | $ 0.5 | ||||
Number of warrants exercisable (in Shares) | 7,346,297 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.5 | ||||||
Warrants Exercisable at $0.41 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.41 | ||||||
Number of warrants outstanding (in Shares) | 3,514,797 | ||||||
Weighted average remaining contractual life | 2 months 15 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.41 | ||||||
Number of warrants exercisable (in Shares) | 3,514,797 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.41 | ||||||
Warrants Exercisable at $0.50 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.5 | ||||||
Number of warrants outstanding (in Shares) | 706,500 | ||||||
Weighted average remaining contractual life | 14 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.5 | ||||||
Number of warrants exercisable (in Shares) | 706,500 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.5 | ||||||
Warrant Exercisable at $0.60 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise Price | $ 0.6 | ||||||
Number of warrants outstanding (in Shares) | 3,125,000 | ||||||
Weighted average remaining contractual life | 8 months 19 days | ||||||
Weighted average exercise price of outstanding warrants | $ 0.6 | ||||||
Number of warrants exercisable (in Shares) | 3,125,000 | ||||||
Weighted average exercise price of exercisable warrants | $ 0.6 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | May 31, 2020 | Feb. 28, 2022 | May 31, 2021 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Warrants outstanding, Number of Shares | 54,835,145 | 53,997,645 | |
Warrants outstanding, Weighted Average Exercise Price | $ 0.53 | $ 0.5 | $ 0.5 |
Granted, Number of Shares | 3,498,637 | 0 | |
Granted, Weighted Average Exercise Price | $ 0.41 | $ 0 | |
Exercised, Number of Shares | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Cancelled / Expired, Number of Shares | (50,149,985) | (837,500) | |
Cancelled / Expired, Weighted Average Exercise Price | $ 0.53 | $ 0.75 | |
Warrants outstanding, Number of Shares | 7,346,297 | 53,997,645 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | Feb. 28, 2022 | May 31, 2021 |
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 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 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Former Officer [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Employee-related Liabilities, Current | $ 16,250 | $ 16,250 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||||
Income before provision for income taxes | $ (673,031) | $ (3,712,772) | $ (125,347) | $ (5,707,184) |
Provision for income taxes | $ (324,265) | $ 0 | $ (793,322) | $ 0 |
Effective tax rate | 7.90% | 16.24% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 20, 2021USD ($)a | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($)ft² | Jan. 31, 2018USD ($)ft² | Jan. 31, 2016USD ($)ft² | Feb. 28, 2022USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2019USD ($)ft² | Apr. 17, 2017ft² |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | a | 30 | ||||||||
Lessee, Operating Lease, Term of Contract | 10 years | 18 months | 18 months | ||||||
Operating Lease, Expense | $ 73,874 | $ 323,218 | |||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||
Loss Contingency Accrual, Provision | $ 10,000 | ||||||||
Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,500 | ||||||||
Operating Lease, Expense | $ 3,500 | ||||||||
Maximum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | 10 years 6 months | |||||||
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 | ||||||||
Building [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | ft² | 14,392 | ||||||||
Lessee, Operating Lease, Term of Contract | 72 months | ||||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||
Building [Member] | Las Vegas, NV #1 [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | ft² | 1,400 | 1,400 | |||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,866.7 | ||||||||
Operating Lease, Annual Increase | 3.00% | ||||||||
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 #2 [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | ft² | 1,000 | ||||||||
Building [Member] | Las Vegas, NV #3 [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | ft² | 2,504 | 2,504 | |||||||
Operating Lease, Annual Increase | 3.00% | ||||||||
Building [Member] | Las Vegas, NV #3 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,210 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #2 [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Monthly Amount Increase | $ 600 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #2 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 7,500 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Area of Real Estate Property | 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 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For April May And June 2020 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | 25,000 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For March 2021 Through February 2022 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | 22,500 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For March 2022 Through February 2023 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | 23,175 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For March 2023 Through February 2024 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | 23,870 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For March 2024 Through February 2025 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | 24,586 | ||||||||
Building and Building Improvements [Member] | Las Vegas, NV #4 [Member] | Rent For March 2025 Through February 2026 [Member] | Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Operating Lease, Expense | $ 25,323 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Apr. 01, 2022 | Apr. 14, 2022 |
Subsequent Events (Details) [Line Items] | ||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 50,000 | |
Las Vegas, NV #1 [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Operating Lease, Annual Increase | 3.00% | |
Las Vegas, NV #1 [Member] | Minimum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Operating Lease, Expense | $ 2,084.14 |